Terms of Service

Introduction

Please read these Terms carefully. They are the legal terms and conditions that govern your use of the services available on HYPERLINK "http://www.imitateLife.com" www.imitateLife.com, your rights as regards all information, images, text, data and other materials (“Content”) on the site, and your use of all software, programs, and code (the “Service”) employed by imitateLife. This Service is operated by SoundGorilla Media, LLC under the trade name imitateLife. imitateLife is also referred to below as “we”, “our”, and “us”. “Terms” shall collectively refer to the General Terms and the Additional Terms, as applicable.

By using our Service, you have consented to be bound by Section I of the Terms spelled out below (“General Terms”). The General Terms apply to all who visit and use the imitateLife website (the “Site”). If you choose to register an account with us or to make a purchase on our Site, you must also consent to be bound by Section II of the Terms (“Additional Terms”). When registering, you will be required to indicate that you have read and agree to the conditions spelled out in the Additional Terms.

Section I. General Terms

Availability
The Service is provided by imitateLife as is, as available, and at our discretion. We reserve the right to modify, suspend or discontinue the Service at any time and without warning. You agree that imitateLife will not be liable to you for any modification, suspension, or discontinuation of the Service. You specifically agree that imitateLife is not responsible for any conduct of any Artist that submits Content or other Submissions hereunder, including specifically, without limitation, refund of any fee paid by You to Artist to purchase or otherwise license Content or any Submission from any such Artist. You agree that all such claims are exclusively limited to recovery from the Artist.

Proprietary Rights
Our Site contains information, text, photographic images, sound recordings, musical performances, designs, graphics and other materials and effects (including logos) that are protected by copyrights, trademarks or other intellectual or proprietary rights owned by imitateLife or other third parties. You agree that these rights belong to their respective owners and are protected in all forms, media and technologies existing now or hereinafter developed. The imitateLife logo and product service names are also likewise protected and owned by us.

Privacy
imitateLife takes your privacy very seriously. See our Privacy Policy for details.

Copyright
Unless otherwise noted, imitateLife owns all copyright and data rights to the Site, the Service, and its Content. Copyright to works posted on the Site by individuals is either owned by the individual in question or licensed under law from the copyright owner. You may not publicly display, reproduce, distribute, or use in any derivative form any of the Content without the express permission of imitateLife or of the copyright owner. imitateLife makes no claims of ownership of any Content that you post to the Site. You agree not to alter or use any portion of the Service other than your Content in any medium other than as permitted by these Terms of Service unless expressly permitted by imitateLife or by the functions available within the Service.

Reporting Copyright Violations
imitateLife respects the intellectual property of others and expects its users to do the same. At our discretion, in cases of alleged copyright violation we reserve the right to suspend your account and remove your work from the Site. If while on the Site you come across Content that you know to be the copyrighted work of an unacknowledged party, please contact our agent, Erik Kimbrough, at erik@imitateLife.com. Your must provide him with the following information, which imitateLife can then forward to the alleged infringer (see 17 U.S.C. 512 (c)(3) for further details): A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

External Links
The Site may contain links to other sites. These linked sites are not under our control and you agree that we are not responsible for the content of any linked site or any link contained in a linked site, or any changes or updates to such sites. We reserve the right to terminate any link or linking program at any time. imitateLife provides these links to you only as a convenience and does not endorse companies or products to which we link. If you decide to access any of the third party sites linked to this Site, you do so at your own risk.

Online Conduct
By using our Site, you agree to be subject to all applicable local, state, federal and international law. You agree not to use this Site or any of the contents contained herein for any illegal purpose nor to transmit to or through this site any material that is illegal, harmful, threatening, defamatory, obscene, hateful, or other objectionable material, or to interfere with, abuse, or otherwise violate the legal rights of any third party using the site (including by using any merchandise or the services offered on or in connection with the site). You specifically agree not to: i. Upload, post, email, or otherwise transmit any content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, or racially, ethnically, or otherwise objectionable in our sole discretion;
ii. Harm minors in anyway;
iii. Disguise your identity from us, impersonate any person, entity, corporation, or government, or falsely state your association with said person or entity;
iv. Disguise the origin of any content transmitted through our Site and/or Service;
v. Upload, post, email or otherwise transmit any content that you do not have a right to transmit under any law or any contractual or fiduciary relationships;
vi. Upload, post, email, or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
vii. Upload, post, email, or otherwise transmit any material that contains software or other electronic viruses of any kind, or any computer code, file, or program designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecom equipment;
viii. Act in any way that would negatively affect other users’ ability to engage in real time exchanges;
ix. Interfere with or disrupt the Service, servers, or networks connected to the Service.

Security

You agree not to violate or attempt to violate the security of this Site including without limitation, (a) accessing data that is not intended for your use; (b) logging on to a server or account that you are not authorized to access; (c) probing, scanning, or testing the vulnerability of any system or network related in any way to the Site or Service without proper authorization; (d) breaching security or authentication measures without proper authorization; (e) interfering with service to any host, network, other user, including without limitation sending unsolicited email, flooding, spamming, mailbombing, or crashing; (f) sending promotions and/or advertising products or services; or (g) attempting to do any of the preceding.

Disclaimer of Warranty and Limitation of Liability

THIS SITE AND ITS CONTENTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED. IMITATELIFE IS A DISTRIBUTOR AND NOT A PUBLISHER OF THE CONTENT SUPPLIED BY THIRD PARTIES AND USERS OF THE SITE; AS SUCH, IMITATELIFE EXERCISES NO EDITORIAL CONTROL OVER SUCH CONTENT AND MAKES NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, RELIABILITY OR CURRENCY OF ANY INFORMATION, CONTENT, SERVICE, OR MERCHANDISE PROVIDED THROUGH OR ACCESSIBLE VIA THE SITE. WITHOUT LIMITING THE FOREGOING, IMITATELIFE SPECIFICALLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS AS THE PUBLISHER OF ANY CONTENT TRANSMITTED ON OR IN CONNECTION WITH THE SITE OR ON SITES THAT MAY APPEAR AS LINKS ON THE SITE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF THIRD PARTY RIGHTS, NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY IMITATELIFE NOR ANY OF ITS AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, OR THE LIKE SHALL CREATE A WARRANTY. YOUR USE OF THE SITE AND ITS CONTENTS IS AT YOUR OWN RISK. NEITHER IMITATELIFE NOR ANY OF ITS AFFILIATES OR OTHER PARTIES INVOLVED IN CREATING AND DELIVERING THE SITE, OR THE SERVICE OR ANY PRODUCTS PROVIDED AS A PART OF, OR OTHERWISE IN CONNECTION WITH, THE SITE, WILL BE LIABLE FOR ANY COMPENSATORY, DIRECT, INDIRECT, OR 
CONSEQUENTIAL DAMAGES, LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, OR ANY CLAIMS OF THIRD PARTIES ARISING FROM USE OF THE SITE REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION ANY DAMAGES ARISING OUT OF RELIANCE BY THE USER ON INFORMATION OBTAINED FROM IMITATELIFE OR THE SITE OR FOR DAMAGES WHICH RESULT FROM ANY MISTAKE, OMISSION, VIRUS, DELAY IN OPERATION, INTERURRUPTION IN SERVICE, OR FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM AN ACT OF GOD, COMMUNICATIONS FAILURE, THEFT, OR UNAUTHORIZED ACCESS TO IMITATELIFE RECORDS OR THE SITE. Some states do not allow the exclusion or limitation of liability of consequential or incidental damages, so the above exclusions may not apply to you; in such states, liability is limited to the fullest extent permitted by law.

Indemnity
You agree to defend, indemnify and hold SoundGorilla Media, LLC, including all of its parents, subsidiaries, affiliates, directors, officers, partners, owners and employees, harmless from and against any claims, liabilities, damages, losses, expenses and/or demands including, without limitation, reasonable attorneys’ fees and expert fees, that are made by any third party and arise out and/or causally relate to your misuse of the Service, any misuse of your account by any third party, the violation of any General Terms and/or Additional Terms by you and/or anyone else that you permit access, or the infringement by you of any third party’s proprietary rights through use of your account.

Amendment of Terms
We reserve the right to amend these Terms at our discretion at any time. Registered members will receive notification of any material changes to the Terms in the form of an email sent to the account provided to imitateLife by the members in question.

General
If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties, with all other provisions remaining in full force and effect. imitateLife reserves the right to wholly, or in part, delegate its rights and obligations to any person or business entity. You may not delegate your rights or obligations to any person or business entity without the express consent of imitateLife. If imitateLife fails or declines to enforce any right or provision in these Terms, it shall in no circumstance constitute a waiver of such right or provision unless acknowledged and agreed to by imitateLife in writing. These Terms comprise the entire agreement between you and imitateLife and supersede all prior or contemporaneous negotiations, discussions, or agreements, if any, between the parties regarding the subject matter contained herein. Your use of the Site and/or Service is subject to the additional disclaimers and caveats that may appear throughout the Site. If you violate these Terms, imitateLife reserves the right to terminate service to you without notice.

Section II: Additional Terms

In addition to the foregoing General Terms, you additionally agree to comply with and be bound by these Additional Terms, if and when you elect to register with our Service as provided herein:

2.1 Registration
You must be 18 years of age or older to register with our Service. Minors may not submit content to the Service. You agree that all information provided to us at the time of your registration will be accurate, complete, and current. You also agree to ensure the accuracy, completeness, and currency of all information at all times. If you do not keep a current email address, we will be unable to communicate with you.

2.2 Password
When you register, you will create a private password. You are responsible for protecting the password and you agree not to share it with any third party. You agree that you are solely responsible for all actions undertaken under your password, regardless of whether or not such actions received your authorization. You agree to notify imitateLife immediately of any unauthorized use of your password.

2.3 Submitting Content
You may post Content in the form of text on your profile page subject to your compliance with the Terms. You (the “Artist”) may also submit Content in the form of digital representations of artwork (“Submissions”) to the Site, subject to the following conditions:

2.3.1 Term
When the Artist posts Submissions to the Site, the time frame over which the following conditions apply shall be known as the “Term”. The Term shall extend as long as the artist retains the Submissions on the site or until either imitateLife or the Artist ends the Term in writing.

2.3.2 Ownership
Artist at all times retains all right, title and interest in and to the Submissions provided by Artist hereunder (including, without limitation, the copyrights in and to the Submissions), subject to the non-exclusive rights in the licenses granted to imitateLife under these Terms. The Artist is free to grant similar rights to others during and after the Term.

2.3.3 License to Use Submissions (“Agreement”)
When Submissions are uploaded to the imitateLife Site, and during the Term, Artist grants to imitateLife a worldwide, royalty-free, non-exclusive license to:
a) prepare and encode Submissions or any portion thereof for digital or analog transmission, manipulation and exhibition in any format and by any means now known or not yet known or invented;
b) display, copy, reproduce, exhibit, transmit, retransmit, distribute through any electronic means (including analog and digital) or other means, and electronically or otherwise publish any or all of the Submissions, including any part of them, and to include them in compilations for publication, by any and all means and media now known or not yet known or invented;
c) modify, adapt, change or otherwise alter the Submissions and use the Submissions as described in Section 2.3.3(b);
d) use any part of the Submissions in the promotion, advertising or marketing of the imitateLife Sites.
e) As used in this Agreement, the term "Submissions" means any content uploaded to the imitateLife Site which may include without limitation Artist's name(s) (including professional names), trademarks, trade names, likenesses, photographs, biographical materials, visual materials, artwork, and other graphical, or textual materials and any and all "skins," computer-generated images or other artwork or images that Artist submits to imitateLife in any medium or format whatsoever.


2.3.4 Name and Likeness
Artist also grants to imitateLife:

a) a worldwide, royalty-free, non-exclusive license to use Artist's name(s), photograph and/or likeness(es) and biographical materials in connection with the distribution, promotion, marketing and advertising of the Submission, and the imitateLife Site as described hereunder, during the Term.
b) Artist also agrees not to assert against imitateLife any privacy, publicity, moral or similar rights held by Artist and on behalf any other person(s) whose name(s), photographs and/or likeness(es) and/or performances are embodied in the Submissions. Artist also agrees that any persons other than Artist appearing recognizably or otherwise in Submissions will not assert of any privacy, publicity, moral or similar rights) under the laws of the United States and any other country in connection with the exploitation of the materials as described in this Agreement; and,
c) To the extent that the Submissions contain the name(s), photograph and/or likeness(es) and biographical materials of any other person, Artist hereby grants to imitateLife a worldwide, royalty-free, non-exclusive license to use them in connection with the distribution, exploitation, promotion, marketing and advertising of the Submissions, as described in this Agreement, during the Term.

2.3.5 Limitation of Rights
imitateLife will not buy, license, re-sell or re-publish or commercially use any Submissions for any purpose not expressly stated in sections 2.3.3 and 2.3.4 of this Agreement. No additional consent is required for any other licensed uses under this Agreement of Submissions either as part of the imitateLife Site or in connection with the distribution of content groups from the imitateLife Site(s).
2.3.6 Representations and Warranties
Artist represents and warrants that:
a) Artist has the full right and power to enter into and perform this Agreement and to grant imitateLife all rights to use the Submissions as contemplated in this Agreement, including, without limitation, the license grants in Sections 2.3.3, 2.3.4 and 2.3.5;
b) Artist has obtained all necessary third-party consents, rights, licenses and permissions, if any, required for Artist to enter into and perform this Agreement and to grant imitateLife the rights to use the Submissions as specified in this Agreement (including, without limitation, consents and permissions from owners of any elements that are used in the Submissions);
c) Both the Artist’s Submissions and imitateLife’s employment of them under this Agreement do not, nor will they infringe any rights of any third party, including any trademark, copyright, patent, trade secret, or right of privacy of any third party;
d) The Submissions shall not, nor will they, violate any statute, law, ordinance, or regulation;
e) The Submissions do not, nor will they be defamatory, harmful to minors, libelous, obscene, pornographic, threatening, or in violation of any child pornography or child sexual exploitation laws;
f) The Submissions do not, nor will they, contain any viruses or programming routines that may interfere with the computer systems or data of the Service, Site or of any third party.

2.3.8 Sales
The Artist may offer Submissions for sale at a price of his or her choosing through the Service. Sales are subject to the terms of the Sales Agreement in section 2.8 below.

2.3.9 imitateLife’s Performance
Artist acknowledges that the Service may at some time experience interruptions due to technical problems or other errors and that imitateLife will not be responsible to Artist or others for any errors, interruptions of Service or outright discontinuation of Service. imitateLife reserves the right to remove Submissions at any time for any reason.

Copyright in Your Content
imitateLife makes no claims to the copyright of any Content submitted by Artists. All rights to Content are reserved to the Artist except for those laid out in section 2.3 above.

Monitoring Content
imitateLife has no responsibility to nor means of monitoring your Content, and you agree that you are responsible for all Content that you upload.

Content and Data Storage Policy
imitateLife provides free online storage for all uploaded data and Content. However, we reserve the right to limit the quantity or the duration that said data or Content will be retained by the Service. imitateLife shall not bear any liability or responsibility for the deletion or failure of said Content.

Suspension and Termination of Access
You agree that imitateLife may at any time and without notice suspend or terminate any portion of the Service or of your registered account if you fail to comply with these Terms.
Sales Agreement
Any Submissions that an Artist chooses to upload in compliance with section 2.3 above may be offered for sale to Users (the “Purchaser”) at a posted price of the Artist’s choosing. Sections 2.8.1-2.8.4 (the “Agreement”) shall govern all transactions that occur through the Service. All parties to a transaction shall interact with each other and make payments according to the terms of the Agreement. We offer a location and mechanism through which third parties may transact, but we are not party to the transaction and are not liable for any issues arising from the transaction.

2.8.1 Payment
Payments shall be performed by direct PayPal ® transaction between the Artist and the Purchaser, and once the payment has been completed the Artist will receive email notification that the sale of a particular Submission has occurred. imitateLife offers absolutely no guarantee on payments by Purchasers to Artists. Each sale is subject to such tax laws as are applicable. Artist shall defend, indemnify and hold SoundGorilla Media, LLC, including all of its parents, subsidiaries, affiliates, directors, officers, partners, owners and employees, harmless from and against any claims, liabilities, damages, losses, expenses and/or demands including, without limitation, reasonable attorneys’ fees and expert fees, that are made by any user, Purchaser and/or third party that arise out and/or causally relate to Artist’s failure to satisfactorily deliver any Content ordered and/or purchased by any user, Purchaser and/or third party, any misuse of Artist’s account by Artist, the violation of any General Terms and/or Additional Terms by Artist and/or anyone else that you permit access, or the infringement by Artist of any third party’s proprietary rights through use of Artist’s account.
Delivery
The Artist shall be solely liable and responsible for the delivery of the Submission to the Purchaser. The Artist shall receive the mailing address of the Purchaser from imitateLife and shall be responsible for packaging and shipping the Submission to the Purchaser. It is recommended that the cost of shipping be incorporated into the posted price.
Service Payment
Upon completion of a sale, the Artist will owe imitateLife a service fee equal to 6.5% of the total posted sales price of the Submission in question. On the 1st and 15th of every month, Artists will receive a bill indicating the sum of the Service Payments owed to imitateLife since the last billing period. Artists will have until 11:59PM on the 14th of the month and on the final day of the month to make payments for bills received on the 1st and 15th, respectively. Unpaid accounts will be suspended and all available legal options will be pursued.
NO WARRANTY
IMITATELIFE MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SATISFACTORY COMPLETION OF A SALE NOR OF THE GOODS FOR SALE. YOU AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. IMITATELIFE SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM USE OF THE SERVICE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES.