USER AGREEMENT

Welcome to Eye Rock!  The following shall constitute our terms of use agreement.

In this agreement (“Agreement”), “you” and “your” refer to each customer (“Customer”) and/or each its agents, and “we”, “us” and “our” refer collectively to Eye Rock, Inc. (“Eye Rock”).  This Agreement explains our obligations to you, our privacy policy, and your obligations to us in relation to the Service (as defined below).

By completing the registration process on our website located at www.eye-rock.com or any successor website thereto (“Website”), you: (I) AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND (II) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, OR ARE AT LEAST 13 YEARS OF AGE AND HAVE YOUR PARENT’S PERMISSION TO SIGN-UP FOR AND USE THE SERVICE (AS DEFINED BELOW).

• 1.  DESCRIPTION OF SERVICE: Eye Rock provides licensed digital downloads (“Downloads”) of sound recordings (the “Service”).  Downloads may be purchased via pre-paid cards with redeemable codes (“Download Cards”), or purchased “direct” on the Website with a credit or debit card (“Direct Purchases”).  You acknowledge and agree that the Service is exclusively for your personal use.
• 2.  SYSTEM REQUIREMENTS: Use of the Service requires access to the internet, as well as certain hardware (including a personal computer and/or media player), and software (including web-browsing software), hereinafter, “System Requirements”.  Because use of the Website or the Service involves System Requirements, access to and use the Website or Service may be affected by the performance thereof.  You acknowledge and agree that any and all System Requirements (which may change from time to time) are your sole responsibility.
• 3.  REGISTRATION AND ACCESS TO SERVICE:
  • (a)  Registration. Use of the Service requires registration.  You agree to provide accurate, current, and complete information during registration; and at other points as may be required in the course of using the Service (“Registration Data”).  You further agree to maintain and update your Registration Data as required to keep it accurate, current, and complete.  Eye Rock may terminate your rights to any or all of the Service if any information you provide is false, inaccurate or incomplete.  In accordance with Eye Rock’s privacy policy, you agree that Eye Rock may store and use the Registration Data that you provide (including, at your discretion, your credit or debit card information), for use in maintaining your Account(s), and for billing purposes.
  • (b)  Username and Password. Registration for the Service requires creation of an account consisting of a username and a password (“Account”). You are solely responsible for maintaining the confidentiality and security of your Account.  You should not reveal your Account information to anyone else or use anyone else’s Account.  You are entirely responsible for all activities that occur on or through your Account, and you agree to immediately notify Eye Rock if you suspect any unauthorized use of your Account.  Eye Rock shall not be responsible for any losses arising out of the unauthorized use of your Account.
• 4.  INTERRUPTIONS OR DISCONTINUATION OF SERVICE: Eye Rock reserves the right at any time, and from time to time, to modify, suspend, discontinue or permanently cancel the Service, or portions thereof, with or without notice to you.
• 5.  OBJECTIONABLE MATERIAL: You agree to use the Service at your sole risk and that Eye Rock shall have no liability to you for any content that may be found to be offensive, indecent, or objectionable.
• 6.  INTELLECTUAL PROPERTY:
  • (a)  License(s) to Download. You acknowledge and agree that the Download(s) made available as part of the Service are owned by Eye Rock, its affiliates and/or its licensors, as applicable, and are protected by intellectual property laws.  Eye Rock hereby grants, and you hereby accept, a limited, non-exclusive, non-transferable, revocable license to download and use the Download(s) in your hardware or software digital media player.  This usage must be solely for your own personal, non-commercial use.  You further acknowledge and agree that you may not reproduce, modify, perform, transfer, distribute, sell, create derivative works of or otherwise use or make available the Download(s) except as expressly provided in this Agreement.
  • (b)  Eye Rock Rights. Except as otherwise set forth herein, all right, title and interest in and to any intellectual property or proprietary rights which are embodied or comprised in the Service, and/or which have been developed or used in connection therewith (“Eye Rock Intellectual Property Rights”) are owned by Eye Rock, its affiliates and/or its licensors, and you agree to make no claim of interest in, or ownership of, any such Eye Rock Intellectual Property Rights.
• 7.  RESPONSIBILITY FOR LOSS, DESTRUCTION OR DAMAGE: Following delivery to you of any Download, Eye Rock shall have no liability for the loss, destruction, or damage thereof.
• 8.  AGREEMENT TO PAY:
  • (a)  Payment for Downloads. You agree to pay for all Downloads you obtain through the Service.  If obtained through the use of a Download Card, the card will be deactivated for further use.  Direct Purchases (plus taxes, if any) will be billed to your credit or debit card, which may be entered at the time of each purchase, or stored with your Account information to be used for future Direct Purchases.  You shall be solely responsible for updating billing and credit or debit card information in your Account.
  • (b)  Fees. Fees for Download Cards will be determined at the time of purchase. Fees for Direct Purchases of Downloads will be at then-current prices.  All fees are subject to change.
  • (c)  Electronic Signatures. Your use of the Service includes the ability to enter into agreements and/or to make purchases electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND THEREBY.
• 9.  DELIVERY OF DOWNLOADS: On occasion, technical problems may delay or prevent delivery of a Download.  Your exclusive and sole remedy with respect to any Download that is not delivered within a reasonable period will be either replacement of such Download, or refund of the purchase price paid for such Download, as determined by Eye Rock.
• 10.  PRIVACY: You acknowledge that Eye Rock may collect and process “personal information” (i.e. information that could be used to contact you, such as full name, postal address, phone number or e-mail address), or “financial information” submitted by you at your discretion (i.e. credit card numbers, bank account information or passwords).  Your information will be used by Eye Rock strictly for purposes of the Service, and will not be sold to any third party, nor disclosed to any third party unless Eye Rock is required to do so by law, or in the good faith belief that such disclosure is reasonably necessary to comply with legal process and/or to enforce this Agreement.  You can review Eye Rock’s complete privacy policy at www.eye-rock.com/privacy.php.
• 11.  TERMINATION:
  • (a)  Termination of your Account. You may terminate your Account at any time by following the instructions in your Account.  You agree that Eye Rock, at its sole discretion, may terminate your Account (and/or your access to the Service) at any time if it determines that you have breached any of your agreements or warranties hereunder, in which case you will remain liable for all amounts due under your Account up to and including the date of termination.
  • (b)  Termination of Service. Eye Rock may modify, suspend, or discontinue the Service (or any portion thereof) at any time, with or without notice to you, and Eye Rock will have no liability to you or to any third party should it exercise such rights.
• 12.  SECURITY: You agree not to access, or attempt to access, the Service by any means other than through the user interface of the Eye Rock website.  You shall not access or attempt to access any user account that you are not authorized to access.  You agree not to modify the software in any manner or form, or to use modified versions of the software, for any purposes including obtaining unauthorized access to the Service.  Violations of system or network security may result in civil or criminal liability.
• 13.  WAIVER AND INDEMNITY:
• You HEREBY release, indemnify, defend and hold harmless Eye Rock, its parent(s), subsidiaries, affiliates, officers, directors, shareholders, contractors, agents, employees, licensors and assigns from any and all liabilities, claims, damages, costs and expenses, including reasonable attorneys’ fees, arising out of your breach of any of the provisions of this Agreement, your use of the Service, and/or any claims asserted by any third party relating to your use of the Service.
• 14. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITIES:
  • (a)  YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO ANY DOWNLOAD(S), IS SOLEY AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR HARDWARE OR LOSS OF DATA THAT MAY RESULT FROM YOUR USE OF THE SERVICE AND/OR ANY DOWNLOAD.  YOU AGREE THAT THE SERVICE IS PROVIDED ON AN “AS IS,” AND “AS AVAILABLE” BASIS, EXCEPT AS OTHERWISE NOTED IN THIS AGREEMENT.  YOU ACKNOWLEDGE AND AGREE THAT EYE ROCK SHALL HAVE NO LIABILITY TO YOU, OR TO ANY THIRD PARTY, FOR ANY MODIFICATION, SUSPENSION, DISCONTINUANCE OR TERMINATION OF THE SERVICE, OR ANY PART THEREOF. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  EYE ROCK MAKES NO WARRANTIES THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OUR SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
  • (b)  YOU AGREE THAT EYE ROCK’S ENTIRE LIABILITY TO YOU OR ANY THIRD PERSON (IF ANY), AND YOUR OR ANY THIRD PERSON’S EXCLUSIVE REMEDY (IF ANY), IN LAW, IN EQUITY, OR OTHERWISE, WITH RESPECT TO THE SERVICE PROVIDED UNDER THIS AGREEMENT AND/OR FOR ANY BREACH OF THIS AGREEMENT IS SOLELY LIMITED TO THE AMOUNT YOU PAID FOR SUCH SERVICE DURING THE TERM OF THIS AGREEMENT.  EYE ROCK, ITS LICENSORS AND CONTRACTORS (INCLUDING ANY THIRD PARTIES PROVIDING ALL OR PART OF THE SERVICE) SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF EYE ROCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  TO THE EXTENT THAT A STATE DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW IN SUCH STATES.
• 15.  MISCELLANEOUS PROVISIONS:
  • (a)  Except as expressly provided otherwise herein, all notices to Eye Rock shall be in writing and delivered via overnight courier or certified mail, return receipt requested to:
    
    Eye Rock
    9102 Dorella Lane
    Austin, TX, 78736
    Eye Rock shall serve notices related to this contract by posting them on the Website, and/or by delivering such notices to you through the contact information provided by you in your Account.
  • (b)  This Agreement, including any written amendments hereto, contains the entire understanding of the parties relating to the subject matter hereof.  No modification, amendment, waiver, termination or discharge of this Agreement or of any its terms shall be binding upon either party unless confirmed by a document signed by the parties.  No waiver by either party of any term of this Agreement or of any default hereunder shall affect the parties’ respective rights thereafter to enforce that term or to exercise any right or remedy in the event of any other default, whether or not similar.
  • (c)  If any provision of this Agreement is held void, invalid, illegal or inoperative, no other provision of this Agreement shall be affected as a result, and, accordingly, the remaining provisions shall remain in full force and effect as though the void, invalid, illegal or inoperative provision had not been contained herein.
  • (d)  The paragraph headings herein are solely for the purpose of convenience and shall be disregarded completely in the interpretation of this Agreement or any of its terms.
  • (e) Except as otherwise set forth herein, your rights under this Agreement are not assignable or transferable.  You agree not to resell the Service or any portion thereof.
  • (f)  This Agreement shall be binding on the assigns, heirs, executors, personal representatives, administrators, and successors (whether through merger, operation of law, or otherwise) of the parties.
  • (g)  YOU REPRESENT AND WARRANT THAT YOU HAVE READ THIS AGREEMENT AND YOU UNDERSTAND THAT THIS IS AN IMPORTANT, BINDING LEGAL DOCUMENT.
  • (h)  THIS AGREEMENT HAS BEEN ENTERED INTO IN THE STATE OF TEXAS, U.S.A., AND SHALL BE GOVERNED BY THE LAWS OF THAT STATE.  THE EXCLUSIVE JURISDICTION AND PROPER VENUE FOR DISPUTES ARISING HEREUNDER SHALL BE THE APPROPRIATE STATE OR FEDERAL COURT SITTING IN THE COUNTY OF TRAVIS IN THE STATE OF TEXAS.  IN CONNECTION THEREWITH, YOU HEREBY AGREE TO SUBMIT TO THE PERSONAL JURISDICTION OF THOSE COURTS.