Melboss uses cookies to ensure we give you the best experience on Melboss. If you continue to use Melboss without changing your settings, we’ll assume you are happy to receive all cookies from Melboss. For more information about the cookies Melboss uses click here.

TERMS AND CONDITIONS

YOU AND MELBOSS.COM, OWNED AND OPERATED BY MELBOSS MUSIC, Inc. (THE "COMPANY", "WE" OR "US") AGREE THAT YOUR ACCESS TO AND USE OF THE MELBOSS.COM WEB SITE (THE "WEB SITE"), IS SUBJECT TO YOUR AGREEMENT TO THE TERMS AND CONDITIONS LISTED BELOW, WHICH WILL BECOME A BINDING AGREEMENT BETWEEN YOU AND THE COMPANY (THE "AGREEMENT"). THE COMPANY IS WILLING TO ALLOW YOU ACCESS TO THE WEB SITE ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT. PLEASE READ THESE TERMS CAREFULLY. AFTER READING THE TERMS, IF YOU AGREE TO THEM, PLEASE INDICATE YOUR DECISION BY CLICKING ON "I AGREE" AT THE END OF THIS AGREEMENT. IF YOU DO NOT AGREE, INDICATE YOUR DECISION BY CLICKING ON "I DO NOT AGREE" AND YOU WILL BE RETURNED TO THE HOME PAGE OF THIS WEB SITE.

1. REGISTRATION.

In order to gain access to the services (the "Services") offered by the Web Site, you will need to register as a user. Either you or the Company may terminate your user registration at any time. Upon termination of your registration as a "user", you will no longer be allowed access to the Web Site or the Services offered through the Web Site. You represent that all information you provide during the registration process and at any time thereafter ("Registration Information") will be true, accurate, complete, and current and that you will promptly update your Registration Information as necessary such that it is, at all times, true, accurate, complete, and current. The Company may use all Registration Information, subject to Company's compliance with the Company Privacy Policy that can be found here (the "Privacy Policy"). This Agreement includes terms and conditions set forth in the Privacy Policy. By indicating your agreement to this Agreement, you are consenting to have your personal data used by the Company as set forth in the Privacy Policy.

2. AGE RESTRICTIONS.

Individuals under the age of 13 are prohibited from accessing the Web Site without verified parental consent furnished to Company in accordance with the Children's Online Privacy Protection Act of 1998. You hereby represent and warrant that you are 14 years of age or older. SOME AREAS OF THE WEB SITE MAY CONTAIN MATERIAL THAT IS INAPPROPRIATE FOR MINORS.

3. PUBLISHING OF CONTENT.

You hereby acknowledge and agree that you are solely responsible for all materials that you post or publish on the Web Site, including without limitation, information, code, data, text, software, music, sound, links, photographs, pictures, graphics, video, chat, messages, files and any other materials ("Content"). You represent, warrant and agree that no Content submitted by you or through your account will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material. You represent and warrant that you have all legal rights necessary to publish any Content on the Web Site or that you own such Content. You hereby acknowledge and agree that Company shall, at all times, possess the right to refuse to include and/or to cause the removal of any or all of your Content for any reason and at its sole discretion. You hereby acknowledge and agree that Company may, at its sole discretion, disclose your Content in order to:

(i) comply with law enforcement, court orders, or the legal process; and/or

(ii) protect the rights and safety of individuals; and/or

(iii) settle disputes over intellectual property ownership.

The Company owns, protects and enforces copyrights in its own creative material and respects the copyright properties of others. Materials may be made available on the Web Site, or via the Web Site, by third parties not within the control of the Company. It is our policy not to permit materials known by us to be infringing to remain on this Web Site. You should notify us promptly if you believe any materials on this Web Site infringe a third party copyright. Upon our receipt of a proper notice of claimed infringement under the Digital Millennium Copyright Act ("DMCA"), we will respond expeditiously to remove, or disable access to, the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the content in issue. Pursuant to the DMCA, written notification of claimed copyright infringement must be submitted in writing to the following email address: dmca@melboss.com Please be advised that the Company may provide an alleged infringer with any notice of claimed infringement, including notices of claimed infringement submitted by you under the DMCA, and any communications related thereto. The Company may also provide any counter notifications received under the DMCA, and communication related thereto, to the provider of the original notice of claimed infringement. All notices and communications provided by you to us become the property of the Company and you hereby grant us the right to provide such notices and communications to any third party. If you engage in "repeat infringement" we may terminate your registration and account without notice, and you will not longer be permitted access to the Web Site or the Services. "Repeat infringement" shall be defined as two (2) or more instances, as determined by us in our reasonable discretion, where you have infringed the copyright rights of another person.

BEFORE READING FURTHER, PLEASE CONSIDER THE FOLLOWING:

Sections 4 and 5 of these Terms and Conditions of Use can be confusing and we apologize for the legalese that is used. But the bottom line is that at no time will either MELBOSS or a user have any rights to sell or commercialize your music. When you publish a music file to the Web Site, you have two choices. You can make the file available for listening only or you can allow others to download and copy the file. If you chose the first option, users can only listen to the music file. No other rights are transferred to us or to users. We can not sell or distribute the music file, or make it available for any commercial purpose without your permission. The only thing we can do with the music file is allow users to play it on our Web Site or inside of Widgets that are available from the Web Site (the Widget can be located on our Web Site or another web site). If you chose the second option, a user can download and store the music file without charge. The user will then forever have the right to play the file for his or her personal enjoyment. This is very similar to downloading a song from iTunes. Although the user can play the file, the user can not sell, distribute or commercialize the music file in any way. This is the intent of the Usage Rules in Section 6. No matter which option you chose, at no time are we or a user entitled to sell your music or use it for any commercial purposes and you still retain all rights to commercialize your music.

4. LICENSE TO CONTENT (EXCEPT MUSIC FILES AVAILABLE FOR COPYING BY OTHER USERS).

By Publishing Content (except your audio or music files that you allow others to download and copy) to any part of the Web Site, you automatically grant to the Company, and you represent and warrant that you have the right to grant to the Company, a non-exclusive, transferable, fully-paid, worldwide license (with the rights to sublicense) to use, copy, perform, display, reformat, translate, excerpt (in whole or in part) and distribute such Content and to prepare derivative works of, or incorporate into other works, such Content, and to grant and authorize sublicenses of the foregoing. This license includes without limitation any and all professional names, photos, trademarks, logos and biographical information of artists, performers or bands. You may remove such Content from the Web Site at any time and the license granted above will automatically terminate.

5. LICENSE TO MUSIC FILES AVAILABLE FOR COPYING BY OTHER USERS.

The Web Site includes Services where you may publish music files and allow other users to download and copy such files. If you use the Services to allow other users to copy, perform and use your music files, you automatically grant to the Company and other users, and you represent and warrant that you have the right to grant to the Company and other users, an irrevocable, perpetual, non-exclusive, transferable, fully-paid, worldwide license (with the rights to sublicense) to use, copy, perform, display, reformat, translate, excerpt (in whole or in part) and distribute such files and to prepare derivative works of, or incorporate into other works, such files; provided, however that in all events other users' rights with respect to such files will be subject to the Usage Rules set forth in Section 6 below. You may remove such files from the Web Site at any time and the license granted above to such music files will survive such removal. However, we will not continue to publish or make available on the Web Site content you have removed from the site.

THE FOREGOING GRANT OF RIGHTS IN SECTIONS 4 AND 5 INCLUDES PUBLIC PERFORMANCE RIGHTS. PUBLIC PERFORMANCE RIGHTS INCLUDE THE RIGHTS TO PLAY YOUR SONGS IN PUBLIC VENUES SUCH AS RESTAURANTS, CAFES, PARKS AND STORES. IF YOU HAVE ALREADY GRANTED YOUR PUBLIC PERFORMANCE RIGHTS TO A PERFORMANCE RIGHTS ORGANIZATION (“PRO”) SUCH AS BMI, ASCAP OR SESAC, THEN (1) YOU MAY BE PROHIBITED FROM GRANTING THE SAME RIGHTS TO US, OR (2) A GRANT OF PUBLIC PERFORMANCE RIGHTS TO US MAY PREVENT A PRO FROM COLLECTING ROYALTIES ON YOUR BEHALF. IN CERTAIN SITUATIONS A PRO MAY REQUIRE THAT AN ARTIST PROVIDE THE PRO WITH NOTICE IF THE ARTIST IS GRANTING PUBLIC PERFORMANCE RIGHTS TO ANOTHER PARTY. IF YOU HAVE AN AGREEMENT WITH A PRO, WHICH INCLUDES SUCH A PROVISION, YOU ARE SOLELY RESPONSIBLE FOR PROVIDING SUCH NOTICE TO THE PRO.

6. LINKS TO OTHER WEB SITES.

The Web Site contains links to other web sites. We are not responsible for the content, accuracy or opinions expressed in such web sites, and such web sites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked web site on or through the Web Site or the Services does not imply approval or endorsement of the linked web site by us. If you decide to leave the Web Site and access these third-party sites, you do so at your own risk.

7. LIMITATION OF LIABILITY.

IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE WEB SITE OR THE SERVICES, EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ANY WARRANTIES FOR THIRD PARTY SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE WEB SITE OR THE SITES OR SERVICE, OR ACCESSED THROUGH ANY LINKS ON THE WEB SITE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF: (A) THE AMOUNT PAID, IF ANY, BY YOU TO THE COMPANY FOR THE SERVICES; AND (B) TEN DOLLARS ($10). CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

8. INDEMNITY.

You agree to indemnify and hold the Company and its directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, or demand, including reasonable attorneys' fees, arising out of any claim, action, investigation or proceeding made or instituted by any third party due to or arising out of:

(i) your breach of any representations or warranties made by you hereunder or your breach of any term of this Agreement;

(ii) your use of the Services or the Web Site in violation of this Agreement; or

(iii) or your violation of any law or the rights of a third party. You hereby agree not to sue, assist in or be a voluntary party to assist in or be a voluntary party to, except as required by law, any action, suit, or proceeding against the Company for any claims, actions, suits, damages, liability, losses or expenses of whatever kind or however arising out of or relating to your use of the Web Site or the Services.

9. USE OF WEB SITE CONTENT.

All Content on the Web Site, is the proprietary property of the Company or its licensors (including Web Site users). Subject to the terms of this Agreement (see Sections 5 and 6 above), no Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the prior written permission of the Company or the owner of the Content. Except as otherwise set forth in this Agreement, any use of the Content is strictly prohibited. All trademarks, logos, trade dress and service marks on the Web Site are trademarks or registered trademarks of the Company or its licensors and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.

10. DISCLAIMER OF WARRANTIES.

The Company is not responsible for any incorrect or inaccurate Content published on the Web Site or in connection with the Services, including Content published by users of the Web Site or the Services. The Company is not responsible for the conduct, whether online or offline, of any user of the Web Site. The Web Site and the Services may be temporarily unavailable from time to time for maintenance or other reasons. The Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, the Web Site or the Services. The Company is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment or software, or the failure of email on account of technical problems or traffic congestion on the Internet or at any web site, including injury or damage to any person's computer related to or resulting from participating or downloading materials in connection with the Web Site or the Services. Under no circumstances will the Company be responsible for any loss or damage, including personal injury or death, resulting from anyone's use of the Services, the Web Site or any Content published on the Web Site. THE WEB SITE, THE SERVICES AND THE CONTENT ARE PROVIDED "AS-IS" AND THE COMPANY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE COMPANY CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE WEB SITE AND/OR THE SERVICES.

11. GOVERNING LAW.

This Agreement will be governed by the laws of California, without regard to conflicts of laws provisions thereof. Except as set forth herein, or expressly prohibited by applicable law, the exclusive jurisdiction for any claim, action or dispute with Melboss or relating in any way to your use of the Melboss Services will be in the state and federal courts of California and the venue for the adjudication or disposition of any such claim, action or dispute will be in the County of Santa Clara.

12. CREDITS, HOLDS AND OFFSETS.

Please be advised that if we receive any claim or threat or a claim that is related to your use of the Services, we may put a “hold” on any account you have with us, including any monies held on your behalf. Furthermore, to the extent that you owe us any amounts as a consequence your use of the Services or our settlement of any claim made against you, we may, in our sole discretion, deduct all or a portion of such amounts from any amounts held by us in your accounts, including amounts held in your Deposit Account (as defined in the Artist Digital Distribution Agreement). Any such deduction will not relieve you of any obligation to pay the remainder of any amounts due from you to us.

13. MISCELLANEOUS.

This Agreement sets forth the entire agreement between you and the Company pertaining your use of the Web Site and the Services. We reserve the right, at our sole discretion, to change, modify, add, or delete portions this Agreement at any time without further notice. If we do this, we will post the changes to this Agreement on this page and will indicate at the top of this page the new effective date. Your continued use of the Services or the Web Site after any such changes constitutes your acceptance of the revised Agreement. If you do not agree to abide by this Agreement or any future revised Agreement, do not use or access the Services or the Web Site. It is your responsibility to regularly review this Agreement. If any provision of this Agreement is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of this Agreement shall continue in full force and effect. The Company's failure to exercise any right or provision of this Agreement shall not constitute a waiver of such right or provision.

14. PAYMENT

You can pay for select Paid-For Products using Melboss Credit. You can purchase Melboss Credit using any payment method made available to you by Melboss from time to time. The Melboss Credits that you purchase will be credited to your User Account at the time of purchase. Credits can be used for 365 days from the date of purchase.

15. REFUND POLICY

Melboss does not refund money used to purchase credit packages. However, credits may be returned back to a Melboss user account if one of the following occurs:

1.) A submission has been made to a professional , where a response has not been received within 30 days.

2.) It is determined there is a technical issue with the response.

3.) It is determined the response was completed by someone other than the Professional submitted to.

4.) A submission is declined for any reason.

All credit return requests must be made writing to support@melboss.com . Credit Return Requests will be processed automatically and credits will be immediately returned back to a user account. For technical errors reported, Melboss will review the response within three (3) business days of receiving the request. If Melboss determines there is a technical error, credits will be returned to the user account.

User Agreement

This User Agreement (“Agreement”) explains the terms under which you are allowed to use the Melboss.com web site and any web or mobile services or applications (collectively, the “Site”) offered by Melboss.

Overview

The Site is a venue where our Members use our apps for online work. Clients and Coaches become Members when they open Melboss Accounts pursuant to the Account Agreement. As Members, they use the Site directory and apps to advertise, locate, introduce themselves to each other, screen and select each other, start a collaboration, and enter into Member Contracts between each other. Once two Members enter a Member Contract, they use the Site to collaborate, manage, perform and pay for their Job.

Relationship between Client and Mentors

Member Contract Client and Coaches acknowledge and agree that when Mentor accepts a Job awarded by Client, Client and Mentors will be deemed to have entered into a “Member Contract” comprising the following agreements: (1) those Relationship Agreements applicable to their Job as described in the next section; (2) the remaining Terms of Service (other than the Relationship Agreements); (3) the Job terms awarded and accepted on the Site, to the extent not inconsistent with the Mandatory Terms (defined below); and (4) any other contractual provisions accepted by both Client and Coaches and uploaded to the Site, to the extent not inconsistent with the Mandatory Terms.

Relationship Agreements

The following four parts of the Terms of Service are called “Relationship Agreements”: (1) Independent Contractor Services Agreement; (2) Fixed Price Escrow Instructions; and (3) Payroll Services Agreement. Different Relationship Agreements apply to a Member Contract, depending on which type of relationship and compensation Client and Coaches choose, as follows:

Independent Contractor Relationships

If a Client and a Coach enter an independent contractor relationship, then the Independent Contractor Services Agreement applies. In addition, Client and Coaches in an independent contractor relationship must choose either fixed price, and that choice determines the agreement that governs their payment mechanism as follows:

Fixed Price Jobs. If a Client and a Coaches enter an independent contractor relationship and choose fixed price compensation, then the Client and Coaches agree that Melboss will follow the Fixed Price Escrow Instructions.

Relationship with Melboss

Melboss Not a Party to Jobs Melboss is not a party to the dealings between Client and Coaches, including posts, proposals, screening selection contracting, performance of Coaches Services and payment for a Job. Melboss does not introduce Coaches to Clients or help Coaches find Jobs. Melboss merely makes the Site Services available to enable Coaches to identify and determine the suitability of Clients for themselves and to enable Clients to identify and determine the suitability of Coaches for themselves. Melboss does not direct, has no control over, makes no representations, and does not guarantee the quality, safety or legality of Coaches Services, the truth or accuracy of Job listings, the qualifications, background, or identities of Members, the ability of Coaches to deliver Coaches Services, the ability of Clients to pay for Coaches Services, or that a Client or Coaches can or will actually complete a transaction. Melboss verifies any information given to us by Coaches, Melboss performs background checks on Coaches before allowing them start providing services. Melboss may provide information about a Coaches or Client, such as a strength or risk score, geographical location, or verification of identity or credentials. However, such information is based solely on data that Coaches or Client submits. And Melboss provides such information solely for the convenience of Members and is not an introduction, endorsement or recommendation by Melboss.

Third-Party Beneficiary of Member Contract

Client and Coaches acknowledge and agree that the value, reputation, and goodwill of the Site depend on their performance of their covenants and agreements in their Member Contract. Client and Coaches therefore appoint Melboss as a third-party beneficiary of their Member Contract for purposes of enforcing the obligations owed to, and the benefits conferred on, Melboss by the Member Contract. Client and Coaches further agree that Melboss has the right to take such actions with respect to the Member Contract or their Accounts, including without limitation suspension, termination, or legal actions, as Melboss in its sole discretion deems necessary.

No Agency, Partnership or Joint Venture

This Agreement and any registration for or use of the Site will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and Melboss, except and solely to the extent expressly stated in the Terms of Service.

Fees

Service Fee

When a Client pays a Mentors related to a Job, Melboss deducts a Service Fee that Melboss earns and Mentor agrees to pay Melboss for creating, hosting, maintaining, and providing the Site Services. The Service Fee is described here.

No Fee for Introduction or Finding Job

Melboss does not introduce Clients to Mentors and does not help Mentors find Jobs. Melboss merely makes the Site Services available to enable Mentors to do so themselves. Therefore, Melboss does not charge a fee when a Mentors finds a suitable Client or finds a Job. However, Client and a Mentors are obligated to use the Site to pay and receive payment for their work together if they identified each other through the Site.

Exclusivity

You acknowledge and agree that a substantial portion of the compensation Melboss receives for making the Site available to you is collected as a deduction of the Service Fee described in the foregoing section. Melboss only deducts this Service Fee when a Client and a Mentors pay and receive payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the site (“Exclusivity Period”), you must use the Site as your exclusive method to request, make and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (“Melboss Relationship”).

You agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not:

- Submit proposals or solicit parties identified through the Site to contact, hire, manage or pay outside the Site.

- Accept proposals or solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site.

You agree to notify Melboss immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention policy, please submit a confidential report to Melboss by sending an email message to: policy@melboss.com