QUARTO VALLEY RECORDS, INC.
WEBSITE AND MOBILE APPLICATION TERMS OF USE
PLEASE READ CAREFULLY

LAST UPDATED: JUNE 28, 2013

1. BINDING EFFECT. These terms and conditions (the “Terms”) govern your access to and use of Quarto Valley Records, Inc.’s websites and mobile applications (a “Site,” “Site,” or “Sites”). By accessing or using a Site, you are agreeing to the Terms and entering into a legally binding contract with Quarto Valley Records, Inc. (“QVR”). You must read carefully and understand the Terms. Do not access or use a Site if you are unwilling or unable to be bound by the Terms.

   1. References to “you” and “your” refer to you, as a user of a Site. Any references to “we”, “us”, “our”, or to QVR refer to Quarto Valley Records, Inc. The Internet site at www.heavenandearthband.com is referred to and considered a “Site” and your access to, and use of, the Site at www.heavenandearthband.com is governed by the Terms.

   2. CHANGES TO THE TERMS. QVR may modify the Terms from time to time. When changes are made, QVR will notify you by providing the revised version on this webpage, and will indicate at the top of this page the date revisions were last made. All material modifications will apply prospectively only. Revisit the Terms regularly as revised versions will be binding on you. Any such modification will be effective upon QVR’s posting or display of new Terms. You may write us at the email or street address in section 9. A. and ask for a copy of the Terms highlighted to show the changes between the current Terms and the prior Terms. You understand and agree your continued access to, or use of, a Site after any posted modification to the Terms indicates your acceptance of the modification. YOU AGREE THAT BY USING A SITE YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THE TERMS. If you are using a Site for a corporation or other entity, you further represent and warrant you may accept the Terms on such entity’s behalf, and that you and such entity both agree to jointly and severally indemnify QVR for any violations of the Terms. The Terms do not change or modify the terms or conditions of any other agreement you or any such entity may have with QVR.

2. PRIVACY POLICY. Use of a Site is governed by QVR’s Privacy Policy. QVR’s current Privacy Policy can be found by clicking on the Privacy Policy button on a Site. QVR’s Privacy Policy is expressly incorporated into these Terms by this reference.

3. OWNERSHIP OF WEBSITE AND CONTENTS.

   1. Each Site is owned by QVR. Unless otherwise indicated, all of the content displayed on a Site, including but not limited to, text, graphics, data, photographs, photographic images, motion pictures, video recordings, sound, music, illustrations, software, and the selection and arrangement thereof (the “Content”), is owned by QVR or its licensors, or is otherwise managed or controlled by QVR. All elements of a Site, including the Content, are protected by applicable copyright, moral rights, trademark, trade dress, and other laws relating to protecting intellectual property.

   2. Responsibility for Your Content. You alone are responsible for the content of any message you transmit to a Site, and you agree to indemnify and hold harmless QVR and its agents and artists regarding any claim based upon the transmission of any such message and/or any posting you make to a Site. QVR reserves the right to remove any message or posting for any or no reason.

   3. QVR’s Right to Use Your Content. By posting messages, uploading files, inputting data, or engaging in any other form of communication through a Site, you are granting QVR a royalty-free, perpetual, nonexclusive, unrestricted, fully transferable, worldwide license to: (i) use, copy, sublicense, adapt, transmit, publicly perform, or display any such communication; and (ii) sublicense to third parties the unrestricted right to exercise the foregoing rights granted regarding the communication. The foregoing rights shall include the right to exploit any proprietary rights in such communication, including but not limited to rights under copyright, trademark, service mark or patent laws under any jurisdiction.

   4. Ownership. The term “Content” includes all material on a Site, including, without limitation, logos, button icons, audio clips, video clips, links, digital downloads, data compilations, and software of any kind or nature, and is owned, controlled by, or licensed to QVR and is protected by copyright, trademark, and other intellectual property rights. The Content is provided solely for your personal, non-commercial use and may not be copied, reproduced, republished, modified, uploaded, posted, transmitted, or distributed, including by email or other electronic means, without the express prior written consent of QVR in each instance. You may download material intentionally provided for downloading from a Site for your personal, non-commercial use only, provided you keep intact any and all copyright and other proprietary notices that may appear on such materials.

4. ABOUT QVR. QVR is an independent record label and helps artists grow their careers. QVR works with artists in the areas of artist management, merchandising, touring, fan clubs, ticketing, sponsorships and brand endorsements, among other music-based services.

5. USE OF A SITE.

   1. Permission to Use a Site. QVR licenses you limited permission to use a Site subject to these Terms. QVR may terminate your permission to use a Site for any conduct that QVR considers to be inappropriate, or for your breach of the Terms, including the restrictions or prohibitions provided for in the Terms. Using a Site is at your own risk, including the risk you might be exposed to information, content or material that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate.

   2. Site Availability. A Site may be modified, updated, interrupted, suspended or discontinued for any or no reason, without notice, or liability to QVR.

   3. User Accounts. You may need to register to use part of a Site. QVR may reject or require you change any user name, password or other information you provide to us in registering. Your user name and password are for your personal use only and should be kept confidential; you are responsible for any use of your user name and password, and you agree to promptly notify QVR of any confidentiality breach or unauthorized use of your user name and password, or your Site account. QVR reserves the right to close your account at QVR’s sole discretion. QVR reserves the right to reveal your identity (including any additional information about you in QVR’s knowledge or possession) if a complaint occurs or legal action arising from any message posted by you or when necessary to protect safety and security.

   4. Restrictions. Site and Site Content are intended for fans of the Heaven and Earth Band and any other QVR artists promoted on a Site. You are prohibited from: (a) downloading, copying, or re-transmitting any or all of a Site or the Content without, or in violation of, a written license from QVR; (b) using any data mining, robots or similar data gathering or extraction methods; (c) manipulating or otherwise displaying a Site or the Content by using framing or similar navigational technology; (d) registering, subscribing, unsubscribing, or attempting to register, subscribe, or unsubscribe any person or entity for QVR’s or its artists’ products or services if you are not expressly authorized by such persons or entities to do so; and (e) using a Site or the Content other than for its intended purpose. Such unauthorized use may also violate laws including but not limited to copyright and trademark laws, privacy and publicity laws, and applicable communications regulations and statutes. You represent and warrant you will comply with all laws and regulations, including, without limitation, those relating to the Internet, data, email, privacy, and the transmission of technical data exported from the United States or the country in which you reside.

   5. Additional Restrictions. The rules, policies, and disclaimers in these Terms shall apply to and/or govern using a Site (including, without limitation, any bulletin boards, chat rooms, or other online services on a Site). QVR does not review every message or confirm the accuracy or validity of information posted. QVR does not actively monitor the contents of the postings and is not responsible for the content of any postings. QVR does not vouch for or warrant the validity, accuracy, completeness, or usefulness of any message or information posted. The contents of the postings do not represent the views of QVR, its labels, its artists, or any person or entity associated with QVR. If you feel any posting is objectionable, QVR encourages you to contact QVR by email. QVR will use reasonable efforts to remove objectionable content if QVR deems removal to be warranted. Removal or editing of any posting is a manual process and typically will not occur immediately.

   6. You agree not to, and will not assist, encourage, or enable others to use a Site to:

      1. Post any material knowingly false and/or defamatory, inaccurate, abusive, vulgar, obscene, profane, hateful, harassing, sexually oriented, threatening, invasive of anyone’s privacy, or otherwise in violation of any law;

      2. Post or transmit any material in violation of a third party’s copyright or other intellectual property or proprietary rights;

      3. Post or transmit any information or software that contains a virus, worm, defects, Trojan horses or other items of a harmful, disruptive or deleterious nature;

      4. Engage in commercial activity (including, but not limited to, sales, contests or sweepstakes) without QVR’s prior written consent in each instance;

      5. Solicit, request or collect personal information for commercial or unlawful purposes;

      6. Solicit personal information from minors;

      7. Send bulk emails, surveys, or other mass messaging whether commercial or not;

      8. Engage in keyword spamming, or otherwise attempt to manipulate a Site’s search results; or

      9. Impersonate any other individual or entity.

   7. You also agree not to, and will not assist, encourage, or enable others to:

      1. Restrict or inhibit any other user from using and enjoying a Site (e.g., by hacking or defacement);

      2. Utilize any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape or index any portion of a Site;

      3. Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of a Site or on any materials printed or copied from a Site;

      4. Record, process or mine information about other users;

      5. Reformat or frame any portion of a Site;

      6. Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on QVR’s technology infrastructure or otherwise make excessive traffic demands of a Site;

      7. Attempt to gain unauthorized access to a Site, user accounts, computer systems or networks connected to a Site through hacking, password mining or any other means;

      8. Use any device, software or routine that interferes with the proper working of a Site, or otherwise attempt to interfere with the proper working of a Site;

      9. Use a Site to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, a Site; or

      10. Remove, circumvent, disable, damage or otherwise interfere with any security-related features of a Site, features that prevent or restrict the use or copying of Site content or features that enforce limitations regarding a Site.

6. PROHIBITED USES. QVR imposes additional restrictions on your permissible use of a Site. You are prohibited from violating or attempting to violate any security features of a Site, including, without limitation, (a) accessing Content or data not intended for you, or logging onto a server or account you may not access; (b) attempting to probe, scan, or test the vulnerability of a Site, or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by submitting a virus to a Site, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;” (d) using a Site to send unsolicited email, including, without limitation, promotions, or advertisements for products or services; (e) forging any TCP/IP packet header or any part of the header information in any email or in any posting using a Site; or (f) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by QVR in providing a Site. Any violation of system or network security may subject you to civil and, or criminal liability.

7. COMPLIANCE WITH INTELLECTUAL PROPERTY LAWS. When accessing a Site, you agree to obey the law and to respect the intellectual property rights of others. Using a Site is governed by and subject to laws regarding copyright ownership and use of intellectual property. You agree not to upload, download, display, reproduce, perform, transmit, or otherwise distribute any information or the Content in violation of anyone’s copyrights, trademarks, or other intellectual property or proprietary rights. You agree to strictly abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any laws and for any infringements of third-party rights caused by any Content or information you upload, download, display, reproduce, perform, transmit, or otherwise distribute, or that is used in connection with your use of a Site or account.

8. TRADEMARKS. All QVR and artist trade names, trademarks, service marks, trade dress, logos, and any other product or service name or slogan appearing on or in a Site are the intellectual property of QVR and/or its artists or their licensors, and no use may be made without the prior written permission of QVR or the applicable rights holder in each instance. You may not use metatags or any other “hidden text” utilizing the words “HEAVEN AND EARTH BAND,” “HEAVEN AND EARTH,” “QUARTO VALLEY,” “QUARTO VALLEY RECORDS,” any artist trademark, service mark, name, logo or design, or any confusingly similar words or any other name, trademark, logo or product or service name of QVR or any of its artists without QVR’s prior written permission in each instance. The look and feel of each Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and, or trade dress of QVR and no use may be made without QVR’s prior written permission in each instance. All other trademarks, registered trademarks, product names and QVR names or logos that may be mentioned in a Site are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by QVR.

9. COPYRIGHT INFRINGEMENT POLICY AND COMPLAINTS.

   1. QVR has in place certain procedures under the Digital Millennium Copyright Act (“DMCA”). In appropriate circumstances and at QVR’s sole discretion, QVR will suspend and, or terminate the access privileges of any user who infringes any intellectual property right of another. If you have evidence, know, or have a good faith belief your copyrights or the copyrights of a third party have been violated, you can provide QVR with written notification under the DMCA. You may file such notification with the QVR’s designated agent:

      1. Copyright Agent, Stephen A. Spataro, Esq., 12121 Wilshire Blvd., Suite 1300, Los Angeles, CA 90025-1166, Phone: 310 917-4557, Fax: 310 917-4520, Email: info@spataro.com

   2. Please know that, to be effective, your notice of claim must comply with the detailed requirements of the DMCA. You are encouraged to review them (see 17 United States Code Section 512(c)(3)) before sending your notice of claim. QVR may give notice of a claim of copyright infringement via a general notice on a Site, electronic mail to a user’s email address, or by a writing sent by first-class mail to a user’s address.

   2. QVR reserves the right to terminate your use of each Site. You agree that QVR or its representatives may access your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third-party rights, or other unauthorized uses of a Site. QVR does not intend to disclose the existence or occurrence of such an investigation unless required by law, but QVR reserves the right to terminate your account or your access to each Site immediately, with or without notice to you, and without liability to you, if QVR believes you have violated any of the Terms, furnished QVR with false or misleading information, or interfered in any manner with use of a Site by others.

10. UNSOLICITED SUBMISSIONS. QVR and its employees do not accept or consider unsolicited sound recordings, musical compositions or any other creative materials (collectively referred to as the “Submission”). If, despite our policy, you still have submitted unsolicited material to QVR then QVR will not be obligated to treat your Submission as confidential or proprietary and, by making such a Submission, you will be deemed to have acknowledged that (i) QVR has no obligation and shall not be liable to you or to any person claiming through you based on such Submission and (ii) you relinquish any claim of any nature based upon your submission.

11. REGISTRATION DATA AND ACCOUNT SECURITY. You agree to: (a) provide accurate, current and complete information about you as may be prompted by any registration forms on a Site (“Registration Data”); (b) maintain and promptly update the Registration Data, and any other information you provide to QVR, to keep it accurate, current and complete; (c) maintain the security of your password; (d) notify QVR immediately of any unauthorized use of your account or other breach of security; (e) accept all responsibility for any and all activities that occur under or through your account; and (f) accept all risks of unauthorized access to the Registration Data and any other information you provide to QVR.

12. WARRANTY DISCLAIMER AND LIMITATIONS OF LIABILITY.

13. PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF QVR AND ITS SUBSIDIARIES, AFFILIATES, ARTISTS, AND LICENSORS. EACH OF THESE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED.

    1. A SITE IS MADE AVAILABLE TO YOU ON AN “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. YOUR USE OF A SITE IS AT YOUR OWN DISCRETION AND RISK. QVR MAKES NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF A SITE, ITS SAFETY OR SECURITY, OR SITE CONTENT. QVR IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM YOUR USE OF A SITE.

    2. QVR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF A SITE.

    3. QVR, ITS AFFILIATES, ARTISTS, AND ITS SPONSORS ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO A SITE OR ANY THIRD-PARTY SITE. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH A SITE, RELATED SERVICES AND, OR ANY THIRD- PARTY SITE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF A SITE.

    4. QVR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED ON A SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT A SITE OR ANY THIRD-PARTY SITE, OR THE SERVERS THAT MAKE THEM AVAILABLE, ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

    5. QVR DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE CONTENT OR OTHER MATERIALS ON A SITE OR OF ANY MATERIAL ON ANY THIRD-PARTY SITE.

    6. QVR MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING HOW OFTEN THE CONTENT, MATERIALS OR INFORMATION POSTED ON A SITE WILL BE UPDATED (IF AT ALL) OR THE NUMBER OR IDENTIFICATION OF THE RECORDING ARTISTS OR OTHER INDIVIDUALS (IF ANY) THAT WILL BE FEATURED ON A SITE.

13. VOID WHERE PROHIBITED. Although Sites are accessible worldwide, not all products or services discussed or referenced on a Site are available to all persons or in all geographic locations. QVR reserves the right to limit, in its sole discretion, the provision and quantity of any product or service to any person or geographic area it so desires. Any offer for any product or service made via a Site is void where prohibited.

14. LINKS AND THIRD-PARTY SITES.

    1. You may not use the words Quarto Valley Records, Heaven and Earth Band, or any logo or other proprietary graphic of QVR or any artist affiliated with QVR to link to a Site without QVR’s prior specific written permission in each instance. You may frame no QVR or artist trade name, service mark, trademark, logo or other proprietary information, including the Content, without QVR’s prior specific written permission in each instance.

    2. A Site may include links to other websites or applications (each referred to as a “Third-Party Site”). Unless otherwise specifically stated, QVR does not operate, control or endorse any information, products, or services on any Third-Party Site. You agree QVR is not responsible for the availability or contents of any Third-Party Sites and using any Third-Party Site is at your own risk. QVR may provide links to Third-Party Sites only as a convenience, and including any link does not imply affiliation, endorsement or adoption by QVR of any site or any information contained in any site unless specifically stated. Review the terms and policies, including privacy and data gathering practices, of any Third-Party Site to which you navigate from a Site.

15. INDEMNITY. You agree to indemnify, defend and hold harmless QVR and its affiliated companies, officers, directors, employees, agents, artists, licensors, and suppliers against all claims, demands, liabilities, losses, expenses, damages, and costs of any kind or nature, including but not limited to reasonable attorneys’ fees, resulting or arising from (i) your access to or use of a Site, (ii) your violation of the Terms, (iii) your use of any products or services purchased or obtained by you in connection with a Site, or (iv) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. QVR reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

16. TERMINATION OF USE. Notwithstanding the Terms, QVR reserves the right, without notice and in its sole discretion, to terminate your account and/or to block your use of each Site.

17. CHOICE OF LAW, JURISDICTION, AND VENUE. The Terms shall be governed by, and construed under, the laws of California excluding its choice of law rules. Regarding all disputes arising out of or related to a Site or to the Terms, you and QVR consent and submit to the exclusive jurisdiction of the state and federal courts sitting in the County of Los Angeles, in the City of Los Angeles, in California, United States of America, and waive any jurisdictional, venue, or inconvenient forum objections to such courts. You and QVR further agree: (i) any claim brought to enforce the Terms must be commenced within two (2) years of the cause of action accruing; (ii) no recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees; and (iii) any claim must be brought individually and not consolidated as part of a group or class action complaint.

18. SEVERABILITY; WAIVER. In the event that any of the Terms are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so the Terms shall otherwise remain in full force and effect. Any failure by QVR to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. The failure of either you or QVR to exercise any right provided for shall not be deemed a waiver of any further rights.

19. NO LICENSE AND RESERVED RIGHTS. Nothing on a Site should be understood as granting you a license to use any of the trade names, trademarks, service marks, or logos owned by QVR, by its artists, or by any other third party. Any right, license or privilege not specifically detailed in the Terms is reserved by QVR.

20. CALIFORNIA USE ONLY. Each Site is controlled and operated by QVR from its offices in California. QVR makes no representation that the Content, information, or materials of a Site are available or appropriate for other locations. Your use of, or access to, a Site should not be construed as QVR’s purposefully availing itself of the benefits or privilege of doing business in any state or jurisdiction other than California.

21. ONLINE STORE PURCHASES. If you wish to purchase products or services described on a Site, you may be asked to supply certain information including credit card or other payment information. By initiating a transaction you warrant and represent you are eighteen (18) years of age or older and have the legal right to use the payment means you select. You agree that all information you provide will be accurate, complete and current. You agree to pay all charges, including shipping and handling charges incurred by users of your credit card or other payment mechanism at the prices in effect when such charges are incurred. You will also pay any taxes relating to your purchases. QVR will be entitled to change the pricing and availability of any product(s) or service(s) without prior notice. QVR does not offer refunds if temporary or permanent price drop occurs following purchase at higher prices. All sales of digital content are final.

22. CONTESTS, SWEEPSTAKES AND SIMILAR PROMOTIONS. Any contests, sweepstakes, surveys, games or similar promotions (collectively referred to as “Promotions”) provided through a Site may be governed by specific rules that are separate from these Terms. By participating in any such Promotions, you will become subject to those rules, which may vary from these Terms. Carefully review any specific rules applicable to a Promotion and review our Privacy Policy which, besides these Terms, governs any information you submit in connection with such activities. If the rules for a Promotion conflict with these Terms, the Promotion rules shall control.

23. GENERAL TERMS.

    1. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting the Terms.

    2. The section titles or headings in the Terms are included primarily for convenience of reference and shall not be construed alone, by themselves, without reference to all other relevant provisions of the Terms.

    3. The Terms are not assignable, transferable or sublicensable by you except with QVR’s prior written consent, but may be assigned or transferred by QVR without restriction. Any assignment attempted to be made in violation of the Terms shall be void.

    4. QVR may provide you with notices, including those regarding changes to the Terms by email, regular mail or communications through a Site.

24. ACKNOWLEDGEMENT. BY ACCESSING A SITE, YOU ACKNOWLEDGE THAT YOU ARE AT LEAST 18 YEARS OLD AND THAT YOU HAVE CAREFULLY READ THE TERMS AND AGREE TO BE BOUND BY THEM.

Questions about the Site or the Terms may be directed to QVR:
Email: info@spataro.com or by calling 310 917-4557