Terms of Use

Last Revised: July 24, 2018

PLEASE READ THESE MUSICIAN’S FRIEND GENERAL TERMS AND CONDITIONS OF USE ("TERMS OF USE") CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS.

THESE TERMS OF USE INCORPORATE THE FOLLOWING OTHER MUSICIAN’S FRIEND POLICIES:

• THE MUSICIAN’S FRIEND DISPUTE RESOLUTION POLICY, WHICH REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS;

• THE MUSICIAN’S FRIEND PRIVACY POLICY; AND

• THE MUSICIAN’S FRIEND PURCHASE TERMS, WHICH APPLY IF YOU MAKE A PURCHASE FROM MUSICIAN’S FRIEND.

BY CONTINUING TO USE THE SITE AFTER HAVING THE OPPORTUNITY TO READ THESE TERMS OF USE, YOU AGREE TO THEM; IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS SITE.

In these Terms of Use, the terms "Musician’s Friend," "we," our," and "us" refer to Musician’s Friend, Inc. These Terms of Use govern your access to, and use of all or any part of the website located at www.musiciansfriend.com, the Musician’s Friend mobile application (the "App") and any website or mobile application owned or operated by Musician’s Friend, Inc. that directs the user to these Terms of Use (collectively, the "Site").

Subject to these Terms of Use, Musician’s Friend grants you a limited, revocable, royalty-free license (the "License") to view the content and materials (including User Content, as defined below) contained on the Site (the "Contents") and to make only such copies as may be incidentally created during your exercise of the License through the normal operation of a commercially available web browser and a gateway cache and proxy to access the Content from the Musician’s Friend server. You are not granted any right to use Musician’s Friend trademarks, logos, trade dress (including without limitation the layout of the Site) or other intellectual property, and all such items shall remain our exclusive property.

You may only use the Site and the Content for your own Personal Use, as defined below, and you have no right to transfer, assign or use the Content for any other purpose or to allow or enable anyone else to do so. Personal use means nothing commercial or charitable, whether or not money or other compensation or consideration is involved and whether or not it is for your benefit or for the benefit of someone else ("Personal Use"). You are not allowed to use, display, reproduce, perform, adapt, translate, modify, create derivative works from, publish, distribute, disseminate and/or broadcast Content, except for your own User Content, as defined below, without our express prior written consent. You may not alter, delete or conceal copyright or other notices.

If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own Personal Use, provided you agree to be bound by our end user license agreement or other terms for such applications. If we provide social media features which allow you to share information or content about or from the Site on social media or otherwise allow you to connect the Site with your social media account, you may take such actions as are enabled by such features.

Unauthorized or prohibited use of Content may subject you to civil liability, criminal prosecution, or both under federal, state and local laws. Except as expressly provided above, nothing contained herein shall be construed as conferring any license or right under any copyright or other intellectual property right.

Musician’s Friend reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site or any part thereof with or without notice. You agree that Musician’s Friend will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site.

All remarks, suggestions, ideas, graphics, data, resumes, questions or other information that you communicate to Musician’s Friend through the Site, by facsimile, through the mail (electronic or otherwise), through a mobile device or through any other means (a "Submission"), will forever be the property of Musician’s Friend, excluding User Content, as defined below. Unless otherwise specified in our Privacy Policy, Musician’s Friend will not treat any Submission as confidential or proprietary and will not be liable for the use of any ideas for its business (including, without limitation, service or promotion ideas) and will not incur any liability as a result of any similarities that may appear in future Musician’s Friend products, services or operations. Without limitation, Musician’s Friend will have exclusive ownership of all present and future existing rights to the Submission for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Submission. You acknowledge that you are responsible for whatever material you submit, and that you, not Musician’s Friend, have full responsibility for the Submission, including its legality, reliability, appropriateness, originality, and copyright.

Because prices, product descriptions and availability can change quickly, Musician’s Friend does not warrant the accuracy or completeness of the information provided on the Site, or in electronic or written materials and is not responsible for pricing, typographical or other errors. Musician’s Friend may make changes to the information contained herein, including to the products and prices described on the Site, at any time, without prior notice to you (including after you have submitted an order). Information on the Site is periodically updated, but it may not be current or complete at the moment you use the Site and may contain errors or inaccuracies. In no event shall Musician’s Friend or its service or product providers be liable to you in any manner whatsoever for any decision made by you, or for any act or failure to act by you, in reliance upon information provided on the Site. See our Purchase Terms for more information about pricing and purchases.

The Site may allow you to register and create an account (including via social media log-in information) ("Account") in order to access or Post (as defined below) certain content on the Site or to purchase products or services on the Site. If you create an Account, you agree to provide accurate and complete information about yourself and to maintain and update such information so it remains accurate and complete following registration. Failure to provide accurate and complete information or to update such information shall be grounds for us to suspend or terminate your Account.

You are responsible for maintaining the confidentiality of your Account log-in and password information and for any activities that occur through your Account. We are not liable for any harm caused or related to the theft or misappropriation of your Account information or your authorization of anyone else to use your Account information. You agree to immediately notify us if you become aware of or believe there is or may have been any unauthorized use of your Account or if you wish to deactivate your Account due to security concerns.

Sections of the Site may enable you to submit, provide, transmit, exchange, communicate and display (a "Post" or "Posting") content, messages, photos or profiles (except for Submissions, "User Content"). Musician’s Friend will not own or retain any rights to the User Content you post on the Site, other than those limited technical permissions required in order to display, store and serve the User Content.

1. You understand and agree that Musician’s Friend has the right, but not the obligation, to investigate, take legal action against and review and delete any Account and/or User Content that, in its sole judgment, violates these Terms of Use, might be offensive or illegal, might harm, violate the rights of, or threaten the safety of others, or might in any way be deemed unsuitable by Musician’s Friend.

2. You are solely responsible for the User Content that you Post.

3. By Posting User Content, you represent and warrant that you have the right to grant, and do grant, to Musician’s Friend a revocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display and distribute such User Content to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing, but only for the purpose of its use on our Site in connection with your Post(s). You also represent and warrant that you have all permissions and licenses necessary to grant such rights to Musician’s Friend, including, by way of example, "right of publicity" and other rights relating to the reproduction of names and/or likenesses of any individuals which appear in such User Content. You may revoke any of the foregoing licenses by deleting the applicable licensed User Content pursuant to the instructions provided on the Site. However, Musician’s Friend may retain copies of such User Content for non-public, non-commercial archival use.

4. Musician’s Friend prohibits Posting User Content that includes, but is not limited to, content that:

   1. is patently offensive to the community, such as content that promotes racism, bigotry, hatred or physical harm of any kind against any group, organization or individual;

   2. harasses or advocates harassment of another person, group or organization;

   3. involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing or "spamming;"

   4. involves information that you know is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;

   5. promotes or distributes illegal or unauthorized copies of the copyrighted works of others (examples include, without limitation providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, and/or providing pirated music/video or links to pirated music/video files);

   6. contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);

   7. infringes on the rights of privacy or publicity of any individual or misappropriates the name and/or likeness of another;

   8. includes material that solicits personal information from anyone, especially from individuals under the age of 18;

   9. includes material that is lewd, obscene, contains nudity or depicts sexual activities or contains sexually suggestive content, including photographs;

   10. contains any material that depicts, describes or threatens violence;

   11. contains words or descriptions that are reasonably considered vulgar, course or crude;

   12. provides instructional information about illegal activities such as making or buying illegal weapons, using or obtaining illegal drugs, violating someone's privacy, or providing or creating computer viruses;

   13. solicits passwords or personal identifying information for commercial or unlawful purposes from other users; and/or

   14. engages in any unauthorized commercial activities, solicitations and/or sales.

5. You must use the Site in a manner consistent with any and all applicable laws and regulations.

6. You may not engage in advertising to, or solicitation of, other users of the Site including, but not limited to, through any offer to buy or sell any products or services.

This Disclaimer of Warranties ("Disclaimer") applies only to your free use of the Site. This Disclaimer does not apply to, for example, your purchase of any product or service from Musician’s Friend.

Musician’s Friend is not offering the Site, in whole or in part, for sale to you. These Terms of Use are not a contract for sale, and the Site is not a "good" within the meaning of the Uniform Commercial Code.

INSTEAD, THE SITE IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, MUSICIAN’S FRIEND EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

We do not represent and warrant that the functions contained on the Site will be un-interrupted or error-free, that defects will be corrected, or that the server that makes the Content available will be free of viruses or other harmful components. Further, Musician’s Friend will not provide for specific IT infrastructure or connectivity.

We do not represent or warrant the accuracy or completeness of any Content (including User Content) posted on the Site. We are not responsible for the conduct, whether online or offline, of any users of the Site.

The following Limitation of Liability ("Limitation") applies only to your free use of the Site. This Limitation does not apply to, for example, your purchase of any product or service from Musician’s Friend.

Your use of the Site is at your own risk. You agree that our sole obligation to you is to provide the Site "as is." Neither Musician’s Friend nor any of our employees, officers, directors, nor any of our agents or any other party involved in creating, producing, or delivering the Site shall be liable to you or any third party for your use of, or the inability to use, the Site or the Content except in cases of (1) gross negligence, recklessness, or an act of knowing or intentional willful misconduct; or (2) a violation of a consumer protection statute in connection with the Site.

IN NO EVENT SHALL MUSICIAN’S FRIEND BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE OR PROFITS, WHETHER OR NOT MUSICIAN’S FRIEND HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE. MUSICIAN’S FRIEND’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THESE TERMS OF USE AND THE USE OF THE SITE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL NOT EXCEED $1,000. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

The Site and the Content are copyrighted works of Musician’s Friend and/or its suppliers or users. Neither the Site nor the Content may be reproduced, displayed, modified or adapted, distributed or transmitted in any form by any means (including, but not limited to, electronic duplication or transmission) without our prior written permission.

You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other intellectual property or proprietary information without obtaining the prior written consent of the owner of such proprietary rights.

Without limiting the foregoing, if you believe that your work has been copied and posted on the Site in a way that constitutes copyright infringement, please provide our Designated Copyright Agent with the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located on the Site; your address, telephone number, and email address; a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Musician’s Friend’s Designated Copyright Agent for notice of claims of copyright infringement can be reached as follows: Musician’s Friend Legal Counsel, 5795 Lindero Canyon Rd, Westlake Village, CA 91362.

Use, duplication, or disclosure by the United States Government is subject to the restrictions set forth in DFARS 252.227-7013 (c)(1)(ii) and FAR 52.227-19.

All trademarks are owned by their respective owners or are used under license.

For further information on intellectual property matters contact Musician’s Friend, Attn: Legal Counsel, at 5795 Lindero Canyon Road, Westlake Village, CA 91362. For questions or technical problems regarding this service, please contact the webmaster.

From time to time, we may conduct promotions on or through the Site, including, without limitation, contests and sweepstakes (each, a "Promotion"). Each Promotion may have Official Rules or other terms and limitations which will be posted or otherwise made available to you and, for purposes of that Promotion, will be deemed incorporated into and form a part of these Terms of Use. To the extent that the terms for any Promotion conflict with these Terms of Use, the terms for that Promotion shall control with respect to that Promotion only.

If you see or use any links or conduits on the Site which allow you to browse, redirect or visit any other websites, web pages or other internet or web-based locations, it does not mean that Musician’s Friend is associated with or has endorsed, reviewed or even knows anything about that website or page and we have no obligation, responsibility or liability to you or anyone else if you go to another website, page or address outside the Site, even if a link on the Site allowed you to do so. When you leave the Site, you should confirm the terms and conditions, privacy and other policies that apply to you since Musician’s Friend neither controls, nor has any responsibility for any third party sites (unless they are expressly owned by us), their practices or anything associated with their operations.

Musician’s Friend may modify these Terms of Use at any time. When we make changes to these Terms of Use, we will change the "Last Revised" date above. If a material change is made to these Terms of Use, we will post notice of that change on the first page of these Terms of Use. By using the Site, you agree to be bound by any such revisions, and you should periodically visit this page of the Site to examine the then-current Terms of Use by which you are bound. Certain provisions of these Terms of Use may be superseded by expressly designated legal notices or terms located on particular pages of the Site.

If any provision of these Terms of Use is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof shall be unaffected and remain in full force and effect.

You agree to indemnify and hold harmless Musician’s Friend and its affiliated companies against all costs, expenses, damages, losses and liabilities incurred or suffered by Musician’s Friend or our affiliated companies resulting from any violation by you of these Terms of Use.

These Terms of Use shall for all purposes be governed by and interpreted in accordance with federal law and the laws of the State of California as those laws are applied to contracts entered

The section headings used herein are for convenience of reference only and do not form a part of these Terms of Use, and no construction or inference shall be derived therefrom.

If you have any questions, you may contact Musician’s Friend at:

Musician’s Friend
PO Box 7479
Westlake Village, CA 91359
800-449-9128 800-449-9128

Our Site may be covered by U.S. Patent No. 5,930,474