Effective Date: July 20th, 2015<\/span><\/p>\n Please read these Terms of Use (“Agreement” or “Terms of Use”) carefully before using the services offered by Indigo Prophet, Inc. (“Indigo Prophet,” \u201cwe,\u201d \u201cus,\u201d or \u201cour\u201d). This agreement sets forth the legally binding terms and conditions for your use of the Website at www.Indigo Prophet.com and the service owned and operated by Indigo Prophet, including any mobile software applications offered or published by Indigo Prophet (collectively with the Site, the “Service”). By using the Site or Service in any manner, including but not limited to visiting or browsing the Site, you agree to be bound by these Terms of Use. These Terms of Use apply to all users of the Site or Service, including users who are also contributors of content, information, and other materials or services on the Site.<\/p>\n The Service is offered subject to acceptance without modification of all of the terms and conditions contained herein (the \u201cTerms of Use\u201d), and all other operating rules, policies and procedures that may be published from time to time on the Site by Indigo Prophet, each of which is incorporated by reference into these Terms of Use and each of which may be updated by Indigo Prophet from time to time without prior notice to you. In addition, some services offered through the Service may be subject to additional terms and conditions promulgated by Indigo Prophet from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.<\/p>\n If you are using or opening an account on behalf of a Indigo Prophet, entity or organization (including, but not limited to, a recording label) (each an \u201cArtist Entity\u201d), then you represent and warrant that you: (i) are an authorized representative of that Artist Entity and any recording artists represented by such Artist Entity (a \u201cRepresented Artist\u201d) with the authority to bind such Artist Entity or Represented Artist to these Terms of Use and (ii) agree to be bound by these Terms of Use on behalf of such Artist Entity and\/or Represented Artist.<\/p>\n The Service is available only to individuals who are at least 13 years old. You represent and warrant that if you are an individual, then you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. Indigo Prophet may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.<\/p>\n Indigo Prophet reserves the right, at its sole discretion, to modify or replace any of the terms in these Terms of Use, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you an e-mail. Indigo Prophet may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to these Terms of Use constitutes acceptance of those changes. Notwithstanding the preceding sentences of this section, no modifications to these Terms of Use will apply to any dispute between you and Indigo Prophet that arose prior to the date of such modification.<\/p>\n As a condition of use, you promise not to use the Service for any purpose that is prohibited by these Terms of Use. The Service (including, without limitation, any Content (as defined below)) is provided only for your own personal, non-commercial use (except with respect to individual recording artists, collections of recording artists,Artist Entities or Represented Artists (each, an \u201cArtist\u201d) selling Music, Merchandise or other Content (each as defined below) as authorized through the Service). You are responsible for all of your activity in connection with the Service. For purposes of these Terms of Use, the term \u201cContent\u201d includes, without limitation, any User Submissions, videos, audio clips, written forum comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by Indigo Prophet or its partners on or through the Service.<\/p>\n By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Service, including without limitation any User Submission, that:<\/p>\n infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty; You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.<\/p>\n Indigo Prophet does not guarantee that any Content or User Submissions (as defined below) will be made available on the Site or through the Service. Indigo Prophet has no obligation to monitor the Site, Service, Content, or User Submissions. However, Indigo Prophet reserves the right to (i) remove, edit or modify any Content in its sole discretion, including without limitation any User Submissions, from the Site or Service at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Indigo Prophet is concerned that you may have violated these Terms of Use), or for no reason at all and (ii) to remove or block any User Submissions from the Service.<\/p>\n Indigo Prophet reserves the right to investigate and take appropriate legal action against anyone who, in Indigo Prophet’s sole discretion, violates this provision, including, without limitation, terminating your account and\/or reporting such activity or Content to law enforcement authorities.<\/p>\n As a condition to using certain features of the Service (including, without limitation, the free download feature, or making a purchase from Indigo Prophet or an Artist), you may be required to provide certain personal information to Indigo Prophet or relevant Artists, such as your e-mail address, country of residence and zip\/postal code (“Fan Information”).<\/p>\n You may register with the Indigo Prophet as a fan and create a user account (\u201cFan Account\u201d), which will allow you to access certain features of the Service that are only available through Fan Accounts, such as a wishlist, a fan profile page that lists your history of purchases of Music along with information that you choose to share about yourself, and the ability to follow other fans or Artists . Following an Artist or purchasing a subscription to an Artist (an \u201cArtist Subscription\u201d) gives that Artist access to your email address, as does making a purchase from an Artist while logged in to your Fan Account. Your wishlist, history of purchases of Music, and any information you provide for your profile page will be available to other users of the Service by default, subject to our Privacy Policy.<\/p>\n As a condition to each such Artist\u2019s right to receive such Fan Information, Indigo Prophet requires each Artist to agree to the terms set forth in the next section of this Agreement. However, you acknowledge that Indigo Prophet has no control over the use of the Fan Information by the Artists, and you further acknowledge and agree that Indigo Prophet shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the Artists\u2019 use of such Fan Information.<\/p>\n In connection with certain features of the Service, including by requiring that fans provide you with their e-mail addresses and other personal information in order to access the free download option, you may collect certain types of Fan Information. As a condition to receiving such Fan Information, you acknowledge and agree that you will not disclose, rent, or sell any Fan Information to any third party, and you will use the Fan Information only in connection with the Artist\u2019s mailing list or Artist Subscription, in order to provide fans with general information and news about the Artist, such as upcoming shows, new Music or other Content delivered in connection with your Artist Subscription. You further agree that any e-mail or other communication sent to the Artist\u2019s mailing list or sent in connection with the Artist Subscription will comply with e-mail marketing laws and include a mechanism by which the recipient can unsubscribe from the mailing list, along with clear instructions on how to do so (i.e. a functioning “opt-out” mechanism). You will promptly implement a recipient\u2019s request to opt-out of receiving e-mails from you and will not send any further e-mails to such opting-out recipient.<\/p>\n You may browse the Site and view Content without registering, but as a condition to using certain aspects of the Service, you may be required to register with Indigo Prophet and select a password and screen name (\u201cUser ID\u201d). You shall provide Indigo Prophet with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of these Terms of Use, which may result in immediate termination of your Indigo Prophet account. You shall not (i) select or use as a User ID or domain a name of another person with the intent to impersonate that person; (ii) use as a User ID or domain a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a User ID or domain a name that is otherwise offensive, vulgar or obscene. Indigo Prophet reserves the right to refuse registration of, or cancel a User ID and domain in its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your Indigo Prophet password. You shall never use another user\u2019s account without such other user\u2019s express permission. You will immediately notify Indigo Prophet in writing of any unauthorized use of your account, or other account related security breach of which you are aware.<\/p>\n You may purchase products and\/or services from an Artist through the Site, including, without limitation, purchases of Content (including digital Content made available via download and streaming through the Service (\u201cDigital Content\u201d)), physical merchandise (\u201cMerchandise\u201d) and Artist Subscriptions. Each such purchase is a \u201cTransaction.\u201d<\/p>\n All inquiries regarding Transactions involving Merchandise only (a \u201cMerchandise Transaction\u201d) will be directed to the relevant Artist. Indigo Prophet is not responsible for refunds for Merchandise, except as provided in this Agreement.<\/p>\n All sales of Digital Content are final (except where prohibited by law), unless otherwise determined by Indigo Prophet. If you do not receive the Digital Content or otherwise have an issue with the Digital Content delivered, please contact Indigo Prophet with your request and proof of payment, and we will notify the relevant Artist and work with them to resolve your issue. At Indigo Prophet\u2019s sole discretion, you may be credited or refunded for the Digital Content. However, you understand and agree that Indigo Prophet is a platform that Artists use to sell their products, and the Digital Content is derived from files provided by the relevant Artist, and the relevant Artist is solely responsible for such files.<\/p>\n Your total price for Digital Content will include the price of the product plus any applicable sales tax; such sales tax is based on your location and the sales tax rate in effect at the time you purchase the product. We will charge tax only in states or countries where digital goods are taxable.<\/p>\n If you purchase an Artist Subscription, your payment for such Artist Subscription will automatically renew at the end of the applicable subscription period, unless you cancel your Artist Subscription before the end of the current subscription period. The cancellation will take effect the day after the last day of the current subscription period.<\/p>\n Content you purchase in a Transaction cannot be guaranteed to be available to you perpetually. For example, if we receive a notification of claimed infringement from a copyright owner or its agent with respect to specific Content, then U.S. law may require us to remove that Content from the Service and not make it available for future sale and we may also have to deny continued access to anyone who previously purchased such Content. This means that you may lose access to purchased Content previously available to you through the Service.<\/p>\n If we are required by law to deny access through the Service to previously purchased Content, including by removing access to Content from a user\u2019s personal collection through any mobile application, then Indigo Prophet and Artists will not provide the user who purchased that Content with a refund, except as required by applicable law. Users bear all risk from the denial of access to any Content purchased through the Service.<\/p>\n Because there is a possibility that we may be required to deny you access to previously purchased Content, we encourage you to promptly download any Content you purchase through the Site to your own devices so that you will retain control and possession of such Content even if we are required to remove the Content from the Service.<\/p>\n You warrant that if you enter into a Transaction, then you shall be able to make full and immediate payment for the requested products or services.<\/p>\n You will set the prices for your products and services that are charged through Transactions (the \u201cPrices\u201d) through the Site, and you may change the Prices at your sole discretion. Notwithstanding the preceding sentence, Indigo Prophet may redistribute previously purchased copies of your products to users who have, in Indigo Prophet\u2019s sole determination, received a corrupted copy of your product, an incorrect file format version of your product, an incomplete copy of your product, or suffered a loss of your product through hard drive failure, damage, theft or destruction, on a no-fee basis to the user (i.e., the user is not charged a new fee for the redistribution). Such redistribution may be effectuated by allowing a user to redownload a replacement copy themselves. A user that has a Fan Account will also be permitted to redownload any previously purchased Content from an Artist. In the event of any of the foregoing redistributions, no additional payments shall be made to you for such redistributions.<\/p>\n Indigo Prophet shall be entitled to a share of the revenue you receive from Transactions (the \u201cRevenue Share\u201d), which shall be calculated on your gross revenue from Transactions, not including any Transactions for which you or we provide a refund, in accordance with the rate schedule set forth at www.Indigo Prophet.com\/pricing. You shall be solely responsible and liable for, and Indigo Prophet shall have no responsibility or liability for, any Stripe fees (except for fees charged on Indigo Prophet\u2019s Stripe account), PayPal fees (except for fees charged on Indigo Prophet\u2019s PayPal account), credit card transaction fees (together, \u201cFees\u201d), bad debts (such as credit card returns or fraud), disputed payments, and refunds, except as provided in this Agreement.<\/p>\n Indigo Prophet may withhold any taxes, duties, charges or levies on payments by Indigo Prophet to you pursuant to this Agreement as may be required by applicable law, rule or regulation. Indigo Prophet shall remit any such withheld taxes, duties, charges or levies to the appropriate tax authority.<\/p>\n For Merchandise Transactions, payments received from users for Merchandise shall be directed to you, unless there is an outstanding Revenue Share owed to Indigo Prophet in which case such payments may be directed to Indigo Prophet in accordance with Indigo Prophet\u2019s standard policies. Indigo Prophet may retain funds otherwise payable to you if Indigo Prophet is required or chooses to provide a refund on your behalf.<\/p>\n For Digital Content, Indigo Prophet will collect the purchase price and any applicable Fees and taxes. Indigo Prophet will pay you the gross proceeds we receive from the sale of Digital Content, minus the applicable Revenue Share and any applicable Fees (the \u201cArtist Payout\u201d).<\/p>\n For Artist Subscriptions, payments received from users shall be directed to you (the \u201cSubscription Fee\u201d), minus the applicable Revenue Share and any applicable fees which shall be directed to Indigo Prophet at the time of each payment.<\/p>\n When you receive a payment for Digital Content or Artist Subscription, you are liable to Indigo Prophet for the full amount of the payment sent to you plus any Fees if the payment is later invalidated for any reason. This means that, in addition to any other liability, you will be responsible for the amount of the payment sent by the sender, plus the applicable Fees if there is a chargeback, a dispute, or if there is a reversal of the payment. You agree to allow Indigo Prophet to recover any amounts due to Indigo Prophet by debiting your account or withholding any Artist Payout or Subscription Fee. If there are insufficient funds to cover your liability, you agree to reimburse Indigo Prophet through other means.<\/p>\n Indigo Prophet retains the right, but does not have the obligation, to immediately halt the offering or sale of any goods or services, prevent or restrict access to the Site or the Services or take any other action in case of technical problems, objectionable material, inaccurate listings, or actions otherwise prohibited by the procedures and guidelines contained on the Site, or for any other reason in the sole and absolute discretion of Indigo Prophet, and to correct any inaccurate listing or technical problems on the Site. Indigo Prophet may immediately halt the offering or sale of any goods or services upon receipt of notifications of claimed infringement, upon acquiring knowledge of actual infringement, or becoming aware of facts or circumstances from which infringing material is apparent with respect to any goods or services.<\/p>\n In addition to the fees set forth above, Indigo Prophet reserves the right to require payment of fees for certain additional features of the Service, including but not limited to Indigo Prophet Pro or Label accounts. Should you elect to subscribe to such features, you shall pay all applicable fees, as described on the Site in connection with such features. Indigo Prophet reserves the right to change its price list and to institute new charges at any time, upon ten (10) days prior notice to you, which may be sent by e-mail or posted on the Site. Use of the Service by you following such notification constitutes your acceptance of any new or increased charges.<\/p>\n The Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under Indigo Prophet’s control, and you acknowledge that Indigo Prophet is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Indigo Prophet or any association with its operators. You further acknowledge and agree that Indigo Prophet shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.<\/p>\n You agree that the Service contains Content specifically provided by Company or its partners and that such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Service.<\/p>\n Company grants each user of the Site and\/or Service a worldwide, non-exclusive, non-sublicensable and non-transferable license to use, modify and reproduce the Content, solely for personal, non-commercial use. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from Company, or from the copyright holder identified in such Content’s copyright notice. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.<\/p>\n The Service provides Artists with the ability to upload Digital Content owned or controlled by such Artists to the Site, including but not limited to sound recordings (\u201cSound Recordings\u201d), videos synchronized with Sound Recordings and other audiovisual works (collectively, \u201cMusic Videos\u201d), and the musical works embodied within Sound Recordings and Music Videos (\u201cMusical Works\u201d and, collectively with Sound Recordings and Music Videos, the Artist\u2019s \u201cMusic\u201d). Company will not have any ownership rights in any elements of an Artist\u2019s Music, however, Company needs the following license to perform the Service. Each Artist uploading Music to the Service grants Company and its authorized sublicensees and distributors, if any, the worldwide, non-exclusive, royalty-free, right and license to: (i) reproduce, distribute, publicly perform (including on a through-to-the-audience basis and by means of a digital audio transmission), publicly display, create derivate works of, communicate to the public, synchronize and otherwise exploit (collectively, \u201cExploit\u201d) (1) the Artist\u2019s Music and perform the Service on the Artist\u2019s behalf (e.g., reproduce, transcode, copy and store the Artist\u2019s Music on computer servers owned and\/or operated by or on behalf of Company or its authorized sublicensees and distributors, and publicly perform, transmit, synchronize, stream, distribute, and playback the Artist\u2019s Music) using any technologies or methodologies now known or hereafter developed, and (2) Exploit all associated copyrightable works or metadata, including, without limitation, song lyrics and musical notations, album cover artwork, photographs, graphics, and descriptive text (\u201cArtworks\u201d) in connection with the Service); (ii) allow users of the Service to receive public performances and public displays of the Artist\u2019s Music and Artworks and to reproduce the Artist\u2019s Music and Artworks on any and all devices owned or controlled by the user for non-commercial purposes and receive performances and displays of same; and (iii) reproduce, use, and publish, and to permit others to reproduce, use and publish, the name(s), trademarks, likenesses, and personal and biographical materials of the Artist, in connection with the provision of the Service.<\/p>\n To enable Company to Exploit your Music pursuant to the above provisions, you hereby grant to Company the worldwide, non-exclusive, royalty-free, sublicensable, and transferable right to use, distribute, reproduce, copy, and display your trademarks, service marks, slogans, logos or similar proprietary rights (collectively, the \u201cTrademarks\u201d) solely in connection with the Service or in the marketing, promotion or advertising of the service, including in all forms of marketing, promotion, and advertising materials now known or hereafter created.<\/p>\n By uploading any Music or Artworks to the Site:<\/p>\n If any agreement you have entered into with any third party, including, but not limited to a PRO, music publisher, union or guild, whether by law or contract, prohibits you from granting company the right and license set forth in this Agreement and making the representations and warranties set forth in the four paragraphs immediately above, then you are prohibited from uploading your music to the Service and shall be responsible for indemnifying and holding company harmless from and against any and all claims arising from the exploitation of your music on the Service, including all court costs and legal fees.<\/p>\n The Service provides users with the ability to add, create, upload, submit, distribute or post (\u201cSubmitting\u201d or \u201cSubmission\u201d) content, videos (including Music Videos), audio clips (including Music), written forum comments, data, text, photographs, software, scripts, graphics, or other information to the Site (collectively, the \u201cUser Submissions\u201d). By Submitting User Submissions on the Site or otherwise through the Service, you:<\/p>\n Indigo Prophet does not endorse and has no control over any User Submission. Indigo Prophet cannot guarantee the authenticity of any data which users may provide about themselves. You acknowledge that all Content accessed by you using the Service is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.<\/p>\n Indigo Prophet may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership, including, without limitation, any access to any Music you may have purchased through the Service. If you wish to terminate your account, then you may do so by following the instructions on the Site. Any fees paid hereunder are non-refundable, except as provided in this Agreement. All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.<\/p>\n Indigo Prophet has no special relationship with or fiduciary duty to you. You acknowledge that Indigo Prophet has no control over, and no duty to take any action regarding: which users gains access to the Site; what Content you access via the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Indigo Prophet from all liability for you having acquired or not acquired Content through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Indigo Prophet makes no representations concerning any Content contained in or accessed through the Site, and Indigo Prophet will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service.<\/p>\n The Service is provided “as is” and “as available\u201d and is without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed. Indigo Prophet, and its directors, employees, agents, suppliers, partners and content providers do not warrant that: (a) the service will be secure or available at any particular time or location; (b) any defects or errors will be corrected; (c) any content or software available at or through the service is free of viruses or other harmful components; or (d) the results of using the service will meet your requirements. Your use of the service is solely at your own risk.<\/p>\n Some states do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you.<\/p>\n Electronic Communications Privacy Act Notice (18 U.S.C. \u00a7\u00a7 2701-2711): Indigo Prophet makes no guaranty of confidentiality or privacy of any communication or information transmitted on the Site or any website linked to the Site. Indigo Prophet will not be liable for the privacy of e-mail addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Indigo Prophet\u2019s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.<\/p>\n You shall defend, indemnify, and hold harmless Indigo Prophet and its affiliates, authorized sublicensees and distributors, and each of their employees, contractors, directors, suppliers and representatives, from any and all liabilities, claims, and expenses, including reasonable attorneys’ fees and court costs, that arise from or relate to your use or misuse of, or access to, the Site, Service, Content or otherwise from your User Submissions, violation of these Terms of Use, or infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity, and for breach of any of your representations and warranties in these Terms of Use. For the avoidance of doubt, you hereby agree to defend, indemnify, and hold harmless Indigo Prophet from any and all claims by a third party owning, controlling or claiming any right in or to your Music, including claims for performance royalties, synchronization royalties, mechanical royalties, and use or re-use fees. Indigo Prophet reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Indigo Prophet in asserting any available defenses at your sole expense.<\/p>\n In no event shall Indigo Prophet, nor its directors, employees, agents, partners, suppliers or content providers, be liable under contract, tort, strict liability, negligence or any other legal or equitable theory with respect to the Service (i) for any lost profits, data loss, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, substitute goods or services (however arising), (ii) for any bugs, viruses, trojan horses, or the like (regardless of the source of origination), or (iii) for any direct damages in excess of (in the aggregate) one-hundred U.S. dollars ($100.00). Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations and exclusions may not apply to you.<\/p>\n Because Indigo Prophet is not the buyer or seller in any Merchandise Transaction, if a dispute arises between one or more participants in a Merchandise Transaction, then you release Indigo Prophet (and its affiliates, agents and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, then you waive California civil code \u00a71542, which says: “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” You, being aware of said code section, hereby expressly waive any rights you may have thereunder, as well as under any other statutes or common law principles of similar effect. You acknowledge and agree that this waiver is an essential and material term of this Agreement, and that without such waiver, this Agreement would not have been entered into by Indigo Prophet.<\/p>\n Because Indigo Prophet is not the buyer or seller in any actual Merchandise Transaction between Artists and fans and is not the agent of either for any purpose, Indigo Prophet does not have the duty to resolve and will not be involved in resolving any disputes between participants related to or arising out of any such Merchandise Transaction. Artists are individually responsible for compliance with all consumer rights laws applicable to their Merchandise Transactions, including EU Consumer Rights Laws.<\/p>\n Indigo Prophet makes no representation that the Content is appropriate or available for use in locations outside of California, and accessing the Service is prohibited from territories where such Content is illegal. If you access the Service from other locations, you do so at your own initiative and are responsible for compliance with local laws.<\/p>\n A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Indigo Prophet agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.<\/p>\n These Terms of Use shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the United States of America. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in San Francisco County, California, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Northern District of California. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including without limitation, this section.<\/p>\n These Terms of Use are the entire agreement between you and Indigo Prophet with respect to the Service and use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Indigo Prophet with respect to the Site. If any provision of these Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.<\/p>\n Indigo Prophet shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Indigo Prophet\u2019s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). These Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with Indigo Prophet’s prior written consent. Indigo Prophet may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under these Terms of Use, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under these Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. The captions and headings in this Agreement are intended only for convenience, and will in no event be construed to define, limit or describe the scope or intent of this Agreement, or of any provision of this Agreement, nor in any way affect the interpretation of this Agreement.<\/p>\n Terms of Use Effective Date: July 20th, 2015 Please read these Terms of Use (“Agreement” or “Terms of Use”) carefully before using the services offered by Indigo Prophet, Inc. (“Indigo Prophet,” \u201cwe,\u201d \u201cus,\u201d or \u201cour\u201d). This agreement sets forth the legally binding terms and conditions for your use of the Website at www.Indigo Prophet.com and […]<\/p>\n","protected":false},"author":4,"featured_media":2532,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"_et_pb_use_builder":"","_et_pb_old_content":"","_et_gb_content_width":"","_mi_skip_tracking":false},"_links":{"self":[{"href":"https:\/\/indigoprophet.com\/wp-json\/wp\/v2\/pages\/2473"}],"collection":[{"href":"https:\/\/indigoprophet.com\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/indigoprophet.com\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/indigoprophet.com\/wp-json\/wp\/v2\/users\/4"}],"replies":[{"embeddable":true,"href":"https:\/\/indigoprophet.com\/wp-json\/wp\/v2\/comments?post=2473"}],"version-history":[{"count":0,"href":"https:\/\/indigoprophet.com\/wp-json\/wp\/v2\/pages\/2473\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/indigoprophet.com\/wp-json\/wp\/v2\/media\/2532"}],"wp:attachment":[{"href":"https:\/\/indigoprophet.com\/wp-json\/wp\/v2\/media?parent=2473"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}Acceptance of Terms.<\/h3>\n
Modification of Terms of Use.<\/h3>\n
Rules and Conduct.<\/h3>\n
\nyou know is false, misleading, untruthful or inaccurate;
\nis unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane;
\nconstitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
\ninvolves commercial activities and\/or sales without Indigo Prophet’s prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
\nexploits people in a sexual or violent manner;
\ncontains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Indigo Prophet or any third party; or
\nimpersonates any person or entity, including any employee or representative of Indigo Prophet.
\nAdditionally, you shall not: (i) take any action that imposes or may impose (as determined by Indigo Prophet in its sole discretion) an unreasonable or disproportionately large load on Indigo Prophet\u2019s (or its third party providers\u2019) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures Indigo Prophet may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (iv) run Maillist, Listserv, any form of auto-responder or \u201cspam\u201d on the Service; or (v) use manual or automated software, devices, or other processes to \u201ccrawl\u201d or \u201cspider\u201d any page of the Site.<\/p>\nFan Personal Information \u2013 Fans.<\/h3>\n
Fan Personal Information – Artists.<\/h3>\n
Registration.<\/h3>\n
Fees and Payments \u2013 Fans.<\/h3>\n
Fees and Payments \u2013 Artists.<\/h3>\n
Additional Fees.<\/h3>\n
<\/h3>\n
Third Party Site.<\/h3>\n
Content and License.<\/h3>\n
Intellectual Property Rights \u2013 Artists.<\/h3>\n
\n
Intellectual Property Rights – Fans.<\/h3>\n
\n
Termination.<\/h3>\n
Warranty Disclaimer.<\/h3>\n
Indemnification.<\/h3>\n
Limitation of Liability.<\/h3>\n
International\/Non-California Use.<\/h3>\n
Dispute Resolution.<\/h3>\n
Integration and Severability.<\/h3>\n
Miscellaneous.<\/h3>\n
<\/h3>\n
<\/h3>\n","protected":false},"excerpt":{"rendered":"