Revised September 28, 2020

IndieAmplify.com (the “Site”) is a website intended to make available to musicians the services and advice (“Purchased Services”) of entertainment professionals (each a “Trusted Professional”) in the music industry (the “Industry”).  The use of the Site to obtain the Purchased Services is referred to as “Service”.  These terms and conditions govern the relationship between the user (“you” or “your”) and IndieAmplify, LLC (“us”, “we” or “our”) with respect to your use of our Site.   By your use and continued use of the Site, you agree to the following terms and conditions, including the Purchased Services specific terms (the “Agreement”) as well as our Privacy Policy.

Personal and Noncommercial Use

The Site is for your personal and noncommercial use.  As a condition to your continued use of the Site, you warrant to us that you will not use the Site for any purpose that is unlawful or prohibited by this Agreement.

Content Policy

When using the Site, you may be requested to upload or provide certain media, sound files, lyrics, logos or other creative material (“Content”).  By uploading your Content, you agree that you own or control all of your Content and you grant to us and Trusted Professional a non-exclusive, transferable, fully-paid, royalty free, worldwide, by ourselves or with others, to use, copy, distribute, publicly perform, publicly display, print, publish, republish, excerpt (in whole or in part), reformat, translate, modify, revise and incorporate into other works, your Content and any works derived from your Content, in any form of media or expression, in the manner in which we or the Trusted Professional requires to carry out the Service or Purchased Services as well as for our marketing purposes.  You agree to refrain from uploading any Content that you do not own or control (“Prohibited Content”).  You further agree that if you upload any Prohibited Content, we will terminate your use of the Site and the Service. In the event you are required to provide Content and you provide that Content through a third party file hosting service (ie., Dropbox.com, Google Drive), you will be responsible to ensure that you have set the appropriate permissions to such hosting service to allow us and the Trusted Professional to access your Content.

Links/Advertisements

The Site may link to other sites operated by third parties or Trusted Professionals.  The inclusion of any link to such sites does not imply endorsement by us of the sites or Trusted Professional but is for your reference and convenience only.  We have not reviewed all of the sites linked to the Site and are not responsible for the content or accuracy of any off-site pages or any other sites linked to the Site.  Nor do we endorse any specific Trusted Professionals, products or procedures that may be mentioned on or represented in advertisements on the Site.  Linking to any other off-site pages or other sites is at your own risk and subject to the Terms and Conditions of Use of any hyper-linked site.  For example, we provide a link to dropbox.com, which is subject to dropbox.com’s Terms and Conditions of Use, and NOT this Agreement.

The Site also contains advertisements by third parties.  Unless otherwise specifically stated on the Site, we do not endorse or make any representation regarding the liability, quality, or accuracy of any products or services featured in, or linked to any advertisement that appears on the Site.

Ownership

IndieAmplify, LLC retains full copyright ownership, rights and protection in all material contained on Site (including all software, HTML code, Java applets, Active X controls and other code) except to the extent such material has been provided by any Trusted Professional which ownership is retained by such Trusted Professional.  Except as otherwise expressly provided in this Agreement, you may not copy, distribute, transmit, display, perform, reproduce, publish, license, rewrite, create derivative works from, transfer, or sell any material contained on the Site without the prior consent of the copyright owner. You agree not to modify any documents, graphics, images or other material found on this Site.

None of the material contained on the Site may be reverse-engineered, disassembled, decompiled, transcribed, stored in a retrieval system, translated into any language or computer language, retransmitted in any form or by any means (electronic, mechanical, photo reproduction, recordation or otherwise), resold or redistributed without the prior written consent of us.

All content of the Site is Copyright ã 2020 INDIEAMPLIFY, LLC.  All rights reserved.

Prohibitions

You must not use the Site to: (i) transmit, store, embed or otherwise make available any information or material that infringes any rights of us or any third party, however denominated, including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right; (ii) transmit, store or otherwise make available material which disrupts any of the Sites, imposes an unreasonable or disproportionately large load on the Site infrastructure or otherwise adversely affects, restricts or inhibits any other user from using any part of the Service; (iii) transmit, store or otherwise make available material which is false, threatening, abusive, libelous, defamatory, pornographic, which constitutes hate speech or which adversely affects our business, or is otherwise objectionable to us in our sole determination; (iv) transmit, store or otherwise make available material which constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law; (v) transmit, store or otherwise make available a virus, trojan horse, worm, time bomb, spyware, bot or other harmful or deleterious programming routine; (vi) transmit, store or otherwise make available material which contains any material of a commercial nature, including but not limited to advertising, promotions, “junk mail,” “spam,” “pyramid schemes,” “chain letters” or solicitation of any kind; (vii) transmit, store or otherwise make available material which constitutes or contains false or misleading indications of origin or statements of fact; (viii) exploit, harm, personally attack or impersonate any Trusted Professional, management, employees of us or any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; (ix) use or attempt to use another’s information, account, password, service or system except as expressly permitted; (x) solicit, collect, transmit, store or otherwise make available private information of any third party including, without limitation, telephone numbers, addresses, last names, email addresses, Social Security numbers or credit or debit card numbers; (xi) use automated scripts to collect information from or otherwise interact with the Site; and (xii) transmit, store or otherwise make available material which is irrelevant to the subject matter of the Site.

Special Terms and Conditions Applicable to Sales of Purchased Services and Products

Price Modifications: We reserve the right to modify the price of any Purchased Services, products, our Service or any other products offered via the Site. We are not responsible for any error in copy or images relating to Purchased Services, products, our Service or any other products offered via the Site. Any offer to sell any Purchased Services, products, our Service or any other products offered via the Site may be discontinued at any time in our sole discretion.

Purchasing and Payment: By purchasing any Purchased Services, products, our Service or any other products offered via the Site, you acknowledge and agree that your credit or debit card (or other payment device or method) is being charged by our payment processor or its vendor.

Sales Tax:  For certain purchases made via the Site, we are required to collect sales tax. In states or regions that impose sales or use tax, a purchase is subject to tax unless specifically exempt. Purchases from the Site are not exempt from sales or use taxes simply because they are made from the Internet or because we are not required to collect sales or use tax by any particular state or region. Whether any sales tax will be collected on a given purchase and the amount of tax charged depends on a number of factors including whether we are subject to tax in a given jurisdiction. You are responsible for any applicable taxes not collected by us and certain states require you to file a sales/use tax return annually reporting taxable purchases that were not taxed and to pay such tax. For details, see the website of, or otherwise contact, the applicable taxing authority. If any sales tax will be collected directly by us in connection with a purchase, that amount will be shown either prior to the completion of any purchase or reflected in the final confirmation of that purchase.

For Oklahoma purchasers, applicable use tax on purchases made via the Site may be reported and paid on an Oklahoma individual income tax return [Form 511] or by filing a consumer use tax return [Form 21-1]. The referenced forms and corresponding instructions are available on the Oklahoma Tax Commission website.

For South Dakota purchasers, applicable sales or use taxes on purchases made via the Site may be reported and paid on the South Dakota use tax form, available with corresponding instructions on the South Dakota Department of Revenue website.

The following terms apply specifically to each individual Purchased Service if purchased by you:

Collabs:  If you purchase a collaboration with a Trusted Professional, your request for a collaboration will be approved or denied by the applicable Trusted Professional within seven (7) days from your request.  If your request is accepted, the collaboration with the Trusted Professional will be completed within thirty (30) days of acceptance.  Since musical opinions vary, we do not guarantee that any request for a collaboration with a specific Trusted Professional will be accepted.  If your request is i) denied or ii) if an accepted collaboration is not completed within thirty (30) days of acceptance (due to no fault of you), we will refund 100% of the amount you paid for such collaboration.

Playlisting:  If you purchase a playlisting package, we will pitch your Content within seven (7) days.  If placed, we will send you an email containing the names of all of the playlists on which your Content is placed.  If your Content is subsequently added to additional playlists, we will send you an email containing the additional playlist names. We cannot guarantee that your Content will be placed on any playlist.  If we do not place your Content on a playlist within the seven (7) day period, we will refund 100% of the amount you paid us for the playlist package within five (5) business days from the last day of the seven (7) day placement period.  We reserve the right to reject any Content you submit for playlisting if we determine, in our sole discretion, that the Content is not of a level of quality or professionalism that facilitates placement on any playlists.  In the event we reject any Content submitted by you, we will refund 100% of the amount paid by you.

Consulting:  If you purchase consulting time with a Trusted Professional, your request for a consultation will be approved or denied by the applicable Trusted Professional within seven (7) days from your request.  If your request is accepted, you will be responsible for scheduling the time with your selected Trusted Professional within thirty (30) days from the date of acceptance.  If your request is i) denied or ii) if an accepted consultation is not completed within thirty (30) days of acceptance (due to no fault of you), we will refund 100% of the amount you paid for such consultation.  The Trusted Professional will give you honest feedback about your Content and talent which may include positive and negative feedback.  We cannot guarantee that the Trusted Professional’s feedback will not be critical.

Engineers: If you purchase engineering services with a Trusted Professional, your request for engineering services will be approved or denied by the applicable Trusted Professional within seven (7) days from your request.  If your request is accepted, your Trusted Professional will contact you within eight (8) days from your purchase.  If your request is i) denied or ii) if the engineering services are not completed within thirty (30) days of acceptance (due to no fault of you), we will refund 100% of the amount you paid for such engineering services.

Producers:  If you purchase any Content from any Trusted Professional through the “Producer” tab on the Site (“Producer Content”), we agree that you will have the exclusive right to use, copy, distribute, publicly perform, publicly display, print, publish, republish, excerpt (in whole or in part), reformat, translate, modify, revise and incorporate into other works the Producer Content that you purchase.

Music Reviews:  If you purchase a music review from a Trusted Professional, you will receive a music review from your selected Trusted Professional within seven (7) days from your purchase.  In addition, you will receive from the Trusted Professional any additional services listed under the Trusted Professional’s music review page of the Site.  If, due to no fault of you, the music review is not completed in seven (7) days or if any of the additional services are not completed within thirty (30) days, we will refund 100% of the amount you paid for such engineering services.  The Trusted Professional will give you an honest music review only for the Content you provide through the Site which may include positive and negative information.  We cannot guarantee that the Trusted Professional’s music review will be positive.

Graphic Design:  If you purchase graphic design services from a Trusted Professional, your request for graphic design services will be approved or denied by the applicable Trusted Professional within seven (7) days from your request.  If your request is accepted, your Trusted Professional will contact you within seven (7) days from your purchase.  If your request is i) denied or ii) if the graphic design services are not completed within thirty (30) days of the date of your purchase, we will refund 100% of the amount you paid for such graphic design services.  Because the quality and visual desirability are based on the subjective opinion of each person that views such Content, we do not warrant the quality or visual satisfaction of the Content provided you from purchasing graphic design services.  Therefore, we advise you to use caution in selecting the Trusted Professional from whom you purchase graphic design services.

Videographer:  If you purchase videography services from a Trusted Professional, your request for   videography services will be approved or denied by the applicable Trusted Professional within seven (7) days from your request.  If your request is accepted, your Trusted Professional will contact you within seven (7) days from your purchase.  Additional costs may apply if the Trusted Professional is required to travel to you or if you have specific or unique requirements for the videography services.  It is your responsibility to confirm with the Trusted Professional all additional costs required to be paid by you prior to proceeding with the videographer services.  If i) your request is denied, ii) you cannot agree with the Trusted Professional on the additional costs, or iii) if the videography services are not completed within 120 days of the date of your purchase, we will refund 100% of the amount you paid for such videography services.  We do not warrant the quality or visual satisfaction of the Content provided you from purchasing videography services because the quality and visual desirability are based on the subjective opinion of each person that views such Content.  Therefore, we advise you to use caution in selecting the Trusted Professional from whom you purchase videography services.

YouTube Reactors: If you purchase a YouTube reaction video from a Trusted Professional, the Trusted Professional will post a reaction video featuring your Content on YouTube within thirty (30) days from your purchase.  In addition, you will receive from the Trusted Professional any additional services listed under the Trusted Professional’s YouTube Reactor page of the Site which additional services will be performed within the same thirty (30) day period.  The Trusted Professional will give you an honest reaction video only for the Content you provide through the Site which may include positive and negative reactions.  We cannot guarantee that the Trusted Professional’s music review will not be critical.

You agree to abide by our Content Policy contained herein for any Content that you provide us in connection with any of the Purchased Services.

In the event any Trusted Professional cannot perform the Purchased Services within the applicable time frames due to your actions (or inactions), you will not be entitled to a refund and all amounts paid to us will be forfeited (“Forfeited Amounts”).  You and we acknowledge and agree that the Forfeited Amounts shall each give rise to liquidated damages and not penalties. You and we further acknowledge that (a) the amount of loss or damages likely to be incurred by us is incapable or is difficult to precisely estimate, and (b) the Forfeited Amounts specified bear a reasonable proportion and are not plainly or grossly disproportionate to the probable loss likely to be incurred by us.

Disclaimer of Warranties

We nor our employees, agents, third party information providers, Trusted Professionals, licensors or the like warrant that the Site or its operation will be accurate, reliable, uninterrupted or error-free. If your use of the Site results in the need for servicing or replacing property, material, equipment or data, we are not responsible for those costs.  No agent, Trusted Professional or representative has the authority to create any warranty regarding the Site on behalf of us. We reserve the right to change or discontinue at any time any aspect or feature of the Site.

We assume no liability for the contents, accuracy or quality of any Purchased Services, material or information provided by any Trusted Professional made available on the Site.  Reliance on any information presented on the Site, other than that which you provided, is at your own risk.  We reserve the right to change or discontinue any aspect or feature of the Site at any time.

You acknowledge that, in connection with the Site, information will be transmitted over local exchange, interexchange and Internet backbone carrier lines and through routers, switches and other devices owned, maintained and serviced by third party local exchange and long distance carriers, utilities, Internet service providers and others, all of which are beyond the control and jurisdiction of us.  Accordingly, we assume no liability for or relating to the delay, failure, interruption or corruption of any data or other information transmitted in connection with use of the Site.

WITHOUT LIMITING THE FOREGOING, EVERYTHING ON THE SITE, IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED.  WE MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE SITE CONTENT, SERVICES, PURCHASED SERVICES, GRAPHICS, AND LINKS, OR ABOUT RESULTS TO BE OBTAINED FROM USING THE SITE OR PURCHASED SERVICES.  WE MAKE NO GUARANTY THAT THE USE OF ANY PROFESIONAL SERVICES BY ANY TRUSTED PROFESSIONAL WILL ACCRUE TO OR GUARANTY TO YOU ANY SUCCESS IN THE INDUSTRY.

Limitation of Liability

IN NO EVENT SHALL WE OR ANY THIRD PARTIES MENTIONED ON THE SITE BE LIABLE FOR ANY COSTS, DAMAGES AND EXPENSES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, HEALTH PROBLEMS, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SITE OR RESULTS OF THE PURCHASED SERVICES OF ANY TRUSTED PROFESSIONAL WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  TO THE EXTENT THAT WE MAY BE LIABLE TO YOU, YOU AGREE THAT THE EXTENT OF THE ACTUAL DAMAGES INCURRED BY YOU MAY NOT EXCEED $100.00 U.S.  BECAUSE SOME STATES AND COUNTRIES DO NOT ALLOW THE EXCLUSION OF LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.  REMEDIES UNDER THIS AGREEMENT ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.

Indemnification

You agree to defend, indemnify and hold us, our managers, members, officers, directors, employees and agents, licensors and suppliers harmless from and against any claims, actions or demands, liabilities and settlements, including, without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from i) your use of the Site in a manner that violates or is alleged to violate this Agreement and ii) any Prohibited Content you upload. We shall provide you with prompt notice of any such claim, suit or proceeding and shall reasonably cooperate with you, at your expense, in your defense of any such claim, suit or proceeding.

Termination

You agree that we may terminate your use of the Site, if we reasonably believe that you have violated or acted inconsistently with the letter or spirit of this Agreement, or violated the rights of us or any third party, or for any reason with or without notice to you. You agree that we may modify or discontinue the Service, with or without notice to you.  You agree that we will not be liable to you or any third party as a result of such modification or discontinuation.

Survival

The provisions entitled “Copyright Policy,” “Disclaimer of Warranties,” “Limitation of Liability,” “Indemnification” and “General Provisions” will survive termination of this Agreement.

General Provisions

This Agreement constitutes the entire agreement between the you and us, and supersedes all prior written or oral agreements or communications with respect to the subject matter herein. We, in our sole discretion may amend this Agreement, in which case we will post the amended Agreement within the Site. Your use of the Site after such amended Agreement is posted will constitute acceptance of it by you.   You expressly agree that exclusive jurisdiction for any dispute with us, or in any way relating to your use of the Site (“Legal Action”), resides in the state or federal courts of Maricopa County, State of Arizona.  You further agree and expressly consent to the exercise of personal jurisdiction in the courts of the State of Arizona in connection with any such dispute.  This Agreement is governed by the internal substantive laws of the State of Arizona, without regard to conflict of law principles.  If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.  No waiver of this Agreement shall be deemed a further or continuing waiver of such term or condition or any other term or condition.  Any cause of action you may have with respect to us must be commenced within one year after the claim or cause of action arises or such claim or cause of action is barred.

Each party hereby irrevocably waives its rights to trial by jury in any Legal Action or proceeding arising out of this agreement or the transactions relating to its subject matter.

Notice

We may deliver notice to you under this Agreement by means of electronic mail, a general notice on the Site, or by written communication delivered by first class U.S. mail to your address on record in the Site’s account information.  You may give notice to us at any time via electronic mail to us or by letter delivered by first class postage prepaid U.S. mail or overnight courier to the following address:

IndieAmplify, LLC

PO Box 27508

Tempe, Arizona  85282
e-mail: support@indieamplify.com