Terms and Conditions:

The following terms and conditions govern all use of the cheerleading-music-mix.com website and all content, services and products available at or through the website (taken together, the Website). The Website is owned and operated by cheerleading-music-mix.com ("cheerleading-music-mix.com"). The Website is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, cheerleading-music-mix.com's Privacy Policy) and procedures that may be published from time to time on this Site by cheerleading-music-mix.com (collectively, the "Agreement").

Please read this Agreement carefully before accessing or using the Website. By accessing or using any part of the web site, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or use any services. If these terms and conditions are considered an offer by cheerleading-music-mix.com, acceptance is expressly limited to these terms. The Website is available only to individuals who are at least 13 years old.

  1. Your cheerleading-music-mix.com Account and Site. If you create a blog/site on the Website, you are responsible for maintaining the security of your account and blog, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the blog. You must not describe or assign keywords to your blog in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and cheerleading-music-mix.com may change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause cheerleading-music-mix.com liability. You must immediately notify cheerleading-music-mix.com of any unauthorized uses of your blog, your account or any other breaches of security. cheerleading-music-mix.com will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.
  2. Responsibility of Contributors. If you operate a blog, comment on a blog, post material to the Website, post links on the Website, or otherwise make (or allow any third party to make) material available by means of the Website (any such material, "Content"), You are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By making Content available, you represent and warrant that:
    • the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
    • if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;
    • you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
    • the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
    • the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
    • the Content is not pornographic, does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party;
    • your blog is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and web sites, and similar unsolicited promotional methods;
    • your blog is not named in a manner that misleads your readers into thinking that you are another person or company. For example, your blog's URL or name is not the name of a person other than yourself or company other than your own; and
    • you have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by cheerleading-music-mix.com or otherwise.

    By submitting Content to cheerleading-music-mix.com for inclusion on your Website, you grant cheerleading-music-mix.com a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting your blog. If you delete Content, cheerleading-music-mix.com will use reasonable efforts to remove it from the Website, but you acknowledge that caching or references to the Content may not be made immediately unavailable.

    Without limiting any of those representations or warranties, cheerleading-music-mix.com has the right (though not the obligation) to, in cheerleading-music-mix.com's sole discretion (i) refuse or remove any content that, in cheerleading-music-mix.com's reasonable opinion, violates any cheerleading-music-mix.com policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason, in cheerleading-music-mix.com's sole discretion. cheerleading-music-mix.com will have no obligation to provide a refund of any amounts previously paid.

  3. Payment and Renewal.
    • General Terms.
      By selecting a product or service, you agree to pay cheerleading-music-mix.com the one-time and/or monthly or annual subscription fees indicated (additional payment terms may be included in other communications). Subscription payments will be charged on a pre-pay basis on the day you sign up for an Upgrade and will cover the use of that service for a monthly or annual subscription period as indicated. Payments are not refundable.
    • Automatic Renewal.
      Unless you notify cheerleading-music-mix.com before the end of the applicable subscription period that you want to cancel a subscription, your subscription will automatically renew and you authorize us to collect the then-applicable annual or monthly subscription fee for such subscription (as well as any taxes) using any credit card or other payment mechanism we have on record for you. Upgrades can be canceled at any time by submitting your request to cheerleading-music-mix.com in writing.
  4. Services.
    • Fees; Payment. By signing up for a Services account you agree to pay cheerleading-music-mix.com the applicable setup fees and recurring fees. Applicable fees will be invoiced starting from the day your services are established and in advance of using such services. cheerleading-music-mix.com reserves the right to change the payment terms and fees upon thirty (30) days prior written notice to you. Services can be canceled by you at anytime on thirty (30) days written notice to cheerleading-music-mix.com.
    • Support. If your service includes access to priority email support. "Email support" means the ability to make requests for technical support assistance by email at any time (with reasonable efforts by cheerleading-music-mix.com to respond within one business day) concerning the use of the VIP Services. "Priority" means that support takes priority over support for users of the standard or free cheerleading-music-mix.com services. All support will be provided in accordance with cheerleading-music-mix.com standard services practices, procedures and policies.
  5. Responsibility of Website Visitors. cheerleading-music-mix.com has not reviewed, and cannot review, all of the material, including computer software, posted to the Website, and cannot therefore be responsible for that material's content, use or effects. By operating the Website, cheerleading-music-mix.com does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Website may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. cheerleading-music-mix.com disclaims any responsibility for any harm resulting from the use by visitors of the Website, or from any downloading by those visitors of content there posted.
  6. Content Posted on Other Websites. We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which cheerleading-music-mix.com links, and that link to cheerleading-music-mix.com. cheerleading-music-mix.com does not have any control over those non-cheerleading-music-mix.com websites and webpages, and is not responsible for their contents or their use. By linking to a non-cheerleading-music-mix.com website or webpage, cheerleading-music-mix.com does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. cheerleading-music-mix.com disclaims any responsibility for any harm resulting from your use of non-cheerleading-music-mix.com websites and webpages.
  7. Copyright Infringement and DMCA Policy. As cheerleading-music-mix.com asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by cheerleading-music-mix.com violates your copyright, you are encouraged to notify cheerleading-music-mix.com in accordance with cheerleading-music-mix.com's Digital Millennium Copyright Act ("DMCA") Policy. cheerleading-music-mix.com will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. cheerleading-music-mix.com will terminate a visitor's access to and use of the Website if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of cheerleading-music-mix.com or others. In the case of such termination, cheerleading-music-mix.com will have no obligation to provide a refund of any amounts previously paid to cheerleading-music-mix.com.
  8. Intellectual Property. This Agreement does not transfer from cheerleading-music-mix.com to you any cheerleading-music-mix.com or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with cheerleading-music-mix.com. cheerleading-music-mix.com, cheerleading-music-mix.com, the cheerleading-music-mix.com logo, and all other trademarks, service marks, graphics and logos used in connection with cheerleading-music-mix.com, or the Website are trademarks or registered trademarks of cheerleading-music-mix.com or cheerleading-music-mix.com's licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any cheerleading-music-mix.com or third-party trademarks.
  9. Advertisements. cheerleading-music-mix.com reserves the right to display advertisements on your blog unless you have purchased an ad-free account.
  10. Attribution. cheerleading-music-mix.com reserves the right to display attribution links such as 'Blog at cheerleading-music-mix.com,' theme author, and font attribution in your blog footer or toolbar.
  11. Partner Products. By activating a partner product (e.g. theme) from one of our partners, you agree to that partner's terms of service. You can opt out of their terms of service at any time by de-activating the partner product.
  12. Domain Names. If you are registering a domain name, using or transferring a previously registered domain name, you acknowledge and agree that use of the domain name is also subject to the policies of the Internet Corporation for Assigned Names and Numbers ("ICANN"), including their Registration Rights and Responsibilities.
  13. Changes. cheerleading-music-mix.com reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. cheerleading-music-mix.com may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
  14. Termination. cheerleading-music-mix.com may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your cheerleading-music-mix.com account (if you have one), you may simply discontinue using the Website. Notwithstanding the foregoing, if you have a paid services account, such account can only be terminated by cheerleading-music-mix.com if you materially breach this Agreement and fail to cure such breach within thirty (30) days from cheerleading-music-mix.com's notice to you thereof; provided that, cheerleading-music-mix.com can terminate the Website immediately as part of a general shut down of our service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
  15. Disclaimer of Warranties. The Website is provided "as is". cheerleading-music-mix.com and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither cheerleading-music-mix.com nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk.
  16. Limitation of Liability. In no event will cheerleading-music-mix.com, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to cheerleading-music-mix.com under this agreement during the twelve (12) month period prior to the cause of action. cheerleading-music-mix.com shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
  17. General Representation and Warranty. You represent and warrant that (i) your use of the Website will be in strict accordance with the cheerleading-music-mix.com Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Website will not infringe or misappropriate the intellectual property rights of any third party.
  18. Indemnification. You agree to indemnify and hold harmless cheerleading-music-mix.com, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys' fees, arising out of your use of the Website, including but not limited to your violation of this Agreement.
  19. Miscellaneous. This Agreement constitutes the entire agreement between cheerleading-music-mix.com and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of cheerleading-music-mix.com, or by the posting by cheerleading-music-mix.com of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the Raleigh, NC, excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Wake County, North Carolina. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. ("JAMS") by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Raleigh, NC, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys' fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; cheerleading-music-mix.com may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

Privacy Policy:

cheerleading-music-mix.com ("cheerleading-music-mix.com") operates cheerleading-music-mix.com and may operate other websites. It is cheerleading-music-mix.com's policy to respect your privacy regarding any information we may collect while operating our websites.

Website Visitors

Like most website operators, cheerleading-music-mix.com collects non-personally-identifying information of the sort that web browsers and servers typically make available, such as the browser type, language preference, referring site, and the date and time of each visitor request. cheerleading-music-mix.com's purpose in collecting non-personally identifying information is to better understand how cheerleading-music-mix.com's visitors use its website. From time to time, cheerleading-music-mix.com may release non-personally-identifying information in the aggregate, e.g., by publishing a report on trends in the usage of its website.

cheerleading-music-mix.com also collects potentially personally-identifying information like Internet Protocol (IP) addresses for logged in users and for users leaving comments on cheerleading-music-mix.com blogs/sites. cheerleading-music-mix.com only discloses logged in user and commenter IP addresses under the same circumstances that it uses and discloses personally-identifying information as described below, except that commenter IP addresses and email addresses are visible and disclosed to the administrators of the blog/site where the comment was left.

Gathering of Personally-Identifying Information

Certain visitors to cheerleading-music-mix.com's websites choose to interact with cheerleading-music-mix.com in ways that require cheerleading-music-mix.com to gather personally-identifying information. The amount and type of information that cheerleading-music-mix.com gathers depends on the nature of the interaction. For example, we ask visitors who sign up at cheerleading-music-mix.com to provide a username and email address. Those who engage in transactions with cheerleading-music-mix.com are asked to provide additional information, including as necessary the personal and financial information required to process those transactions. In each case, cheerleading-music-mix.com collects such information only insofar as is necessary or appropriate to fulfill the purpose of the visitor's interaction with cheerleading-music-mix.com. cheerleading-music-mix.com does not disclose personally-identifying information other than as described below. And visitors can always refuse to supply personally-identifying information, with the caveat that it may prevent them from engaging in certain website-related activities.

Aggregated Statistics

cheerleading-music-mix.com may collect statistics about the behavior of visitors to its websites. cheerleading-music-mix.com may display this information publicly or provide it to others. However, cheerleading-music-mix.com does not disclose personally-identifying information other than as described below.

Protection of Certain Personally-Identifying Information

cheerleading-music-mix.com discloses potentially personally-identifying and personally-identifying information only to those of its employees, contractors and affiliated organizations that (i) need to know that information in order to process it on cheerleading-music-mix.com's behalf or to provide services available at cheerleading-music-mix.com's websites, and (ii) that have agreed not to disclose it to others. Some of those employees, contractors and affiliated organizations may be located outside of your home country; by using cheerleading-music-mix.com's websites, you consent to the transfer of such information to them. cheerleading-music-mix.com will not rent or sell potentially personally-identifying and personally-identifying information to anyone. Other than to its employees, contractors and affiliated organizations, as described above, cheerleading-music-mix.com discloses potentially personally-identifying and personally-identifying information only in response to a subpoena, court order or other governmental request, or when cheerleading-music-mix.com believes in good faith that disclosure is reasonably necessary to protect the property or rights of cheerleading-music-mix.com, third parties or the public at large. If you are a registered user of an cheerleading-music-mix.com website and have supplied your email address, cheerleading-music-mix.com may occasionally send you an email to tell you about new features, solicit your feedback, or just keep you up to date with what's going on with cheerleading-music-mix.com and our products. If you send us a request (for example via email or via one of our feedback mechanisms), we reserve the right to publish it in order to help us clarify or respond to your request or to help us support other users. cheerleading-music-mix.com takes all measures reasonably necessary to protect against the unauthorized access, use, alteration or destruction of potentially personally-identifying and personally-identifying information.

Cookies

A cookie is a string of information that a website stores on a visitor's computer, and that the visitor's browser provides to the website each time the visitor returns. cheerleading-music-mix.com uses cookies to help cheerleading-music-mix.com identify and track visitors, their usage of cheerleading-music-mix.com website, and their website access preferences. cheerleading-music-mix.com visitors who do not wish to have cookies placed on their computers should set their browsers to refuse cookies before using cheerleading-music-mix.com's websites, with the drawback that certain features of cheerleading-music-mix.com's websites may not function properly without the aid of cookies.

Business Transfers

If cheerleading-music-mix.com, or substantially all of its assets, were acquired, or in the unlikely event that cheerleading-music-mix.com goes out of business or enters bankruptcy, user information would be one of the assets that is transferred or acquired by a third party. You acknowledge that such transfers may occur, and that any acquirer of cheerleading-music-mix.com may continue to use your personal information as set forth in this policy.

Ads

Ads appearing on any of our websites may be delivered to users by advertising partners, who may set cookies. These cookies allow the ad server to recognize your computer each time they send you an online advertisement to compile information about you or others who use your computer. This information allows ad networks to, among other things, deliver targeted advertisements that they believe will be of most interest to you. This Privacy Policy covers the use of cookies by cheerleading-music-mix.com and does not cover the use of cookies by any advertisers.

Privacy Policy Changes

Although most changes are likely to be minor, cheerleading-music-mix.com may change its Privacy Policy from time to time, and in cheerleading-music-mix.com's sole discretion. cheerleading-music-mix.com encourages visitors to frequently check this page for any changes to its Privacy Policy. If you have a cheerleading-music-mix.com account, you might also receive an alert informing you of these changes. Your continued use of this site after any change in this Privacy Policy will constitute your acceptance of such change.

You, the “customer”, agree that we, “Cheerleading-Music-Mix”, will be contracted to provide and perform music editing services to you, the “customer”. You agree that any required deposits or payments are non-refundable for any reason. You understand that “Cheerleading-Music-Mix” only provides music editing services and that you will only use benefits of this service in a private, non-profit manner. You understand the pricing methods used and agree to pay “Cheerleading-Music-Mix” in full and in a prompt manner upon completion of these services.

You understand that we will not begin your project until payment has been processed. You agree that electronic delivery via email constitutes completion of service and the same thing as physical delivery less the shipping cost.

I authorize/give permission to “Cheerleading-Music-Mix.com” to charge the above credit card for their service. I agree that all the information I have provide is accurate and that I have complete permission/authorization to use such credit cards.

I fully understand that any deposits given are non-refundable for any reason. I agree that I will not issue charge backs to the vendor for any reason and will contact them directly with any problems that I may have with any transactions or refund requests. I assume all responsibility for any damages rendered to Cheerleading-Music-Mix.com” for not following this policy.

MUSIC SUBLICENSE AGREEMENT

This Music Sublicense Agreement (the “Agreement”) between cheerleading-music-mix.com, with address at 3511 Maitland Dr., Raleigh, NC 27610 (“Sublicensor”), the Sublicensor, (the “Sublicensee” or “You”). The parties hereby agree to be bound by the terms and conditions herein, as follows:
WHEREAS, Sublicensor grants you, the Sublicensee, a limited, non-exclusive right to use a certain piece of recorded music, hereby referred to as the “Recording”, in a single School/Team production for a limited Term for a Sublicense Fee, as follows:
1. SUBLICENSE FEE
1.1. In consideration of the sublicense, Sublicensee hereby agree to pay Sublicensor a sublicense fee included in the total price of editing fee.
2. TERM
2.1. This sublicense is valid for a 12 month term commencing upon the execution date of this Agremeent, but under no circumstances shall the term exceed the duration of the license held by Sublicensor.
3. SUBLICENSE GRANTS
3.1. Subject to the terms and conditions of this Agreement, Sublicensor grants to Sublicensee a non-exclusive license in a certain piece of recorded music, hereby referred to as the “Recording,”
3.2. During the Term of this Agreement, Sublicensor agrees that Sublicensee may use the Recording for the following purpose (the “Purpose”):
the production of one school/team cheer or dance competition;
(a) Sublicensor hereby grants to Sublicensee the non-exclusive right, license, privilege and authority to use the Recording in accordance with the provisions hereof and to exploit the Recording for the Purpose as defined in Section 3.2.
3.3. This sublicense includes the right to perform sublicensed Recordings at public events, but does not grant performance rights to the underlying compositions.
4. LIMITATIONS OF USE
4.1. You may not sell, transfer, share, give away or sublease the sublicense agreement or the Recordings to any other party.
4.2. You may not resell the Recording by itself or as part of any package.
4.3. You may not resell or distribute the Recording (or otherwise make it available) within a paid or free download store or service.
4.4. You may not resell the Recording (or otherwise make it available) as part of any product such as music compilation or music library.
4.5. You may not resell the Recording (or otherwise make it available) as your “Product”, as your music or as your song.
4.6. You may not edit the Recording.
4.7. You may not use the Recording in any way that would cause the Sublicensor to violate the terms of Sublicensor’s license in the Recording or any of the intellectual property forming a part thereof.
5. OWNERSHIP
5.1. Sublicensee hereby acknowledges that Sublicensor has licensed some or all of underlying intellectual property in the Recording from Da Capo Music, LLC, dba UnleashTheBeats.com (“UTB”). Sublicensee warrants and represents that it is aware of the limitations on the license granted by UTB to Sublicensor, and Sublicensee will not willfully, recklessly, or negligently infringe or cause an infringement of such license.
6. INDEMNIFICATION
6.1. To the fullest extent provided by law, Sublicensee agree to protect, defend, indemnify and hold harmless Sublicensor, its parent, subsidiaries, affiliates, officers, directors, members, owners, employees and agents, and UTB (individually and collectively, the “Protected Entities”) from and against any and all claims of whatever nature asserted against, imposed upon or suffered by any Protected Entity arising out of or resulting from, in whole or in part, (i) Sublicensee’s breach or alleged breach of this Agreement, including without limitation any warranty, covenant, or representation; (ii) any negligent acts, errors, omissions or reckless or intentional wrongful misconduct by Sublicensee; or (iii) any infringement of the Recording, or any accompanying material, or of any other products or licensed music or any results and proceeds upon any rights of any third party (including without limitation, any intellectual property rights). Sublicensee agrees to promptly make good to and reimburse the Protected Entities for any expenses incurred by the Protected Entities by reason of any claims covered pursuant to this Section.
6.2. In the event of a claim brought by a third party, Sublicensor will promptly notify Sublicensee of any such claim. At any time during any action or proceeding related to any such claim, Sublicensor shall have the right, at its sole discretion, to retain or assume control of, or actively be involved in, the litigation or settlement of such claim (including the right to be represented by separate counsel of its choice); provided that, in either case, Sublicensee shall be fully liable for the outcome of such litigation or settlement. In the event Sublicensor chooses not to be actively involved in such litigation or settlement, Sublicensee agrees that it will keep Sublicensor regularly informed of the progress of such defense of claim. Sublicensee will not have the right, without Sublicensor’s prior written consent, to settle any claim if the settlement arises from or is part of any criminal action, suit or proceeding or contains a stipulation to or admission or acknowledgment of any liability or wrongdoing (whether in contract, tort or otherwise) on the part of any of the Protected Entities.
6.3. The indemnification obligation under this Section shall not be limited in any way by any limit on the amount or type of damage, compensation or benefits payable by or for Sublicensee under Workers’ Compensation acts, disability benefit acts, or other employee benefit acts.
6.4. Upon receipt of a claim that any Recording or use of the Recording infringes a third party’s rights, Sublicensor reserves the right to suspend the license of the Recording. Sublicensor reserves the right to select counsel of its choice for the defense of any claim covered by this paragraph. You shall advance defense costs as necessary to fund the defense of any claims. You agree to cooperate in the defense of any such claim.
7. TERMINATION
7.1. Either party may terminate this Agreement at any time without cause, upon fourteen (14) days’ written notice, by giving notice to the other party at the address provided above. Sublicensor may terminate this Agreement at any time for Cause, immediately upon written notice to Sublicensee. For the purposes of this Agreement, “Cause” shall be defined as (i) any action in violation of this Agreement or which causes or reasonably may cause the Sublicensor to violate their license agreement with UTB. The termination of this Agreement shall not relieve any party from any obligations to the other party incurred during the term of this Agreement.

8. LIMITATION OF LIABILITY
8.1. Sublicensor makes no warranty or representation, express or implied, except that it warrants that it has the right to grant the sublicense granted hereunder. The total liability of Sublicensor under this Agreement shall be limited to that part of the fee paid hereunder by Sublicensee to Sublicensor for the sublicense. You hereby agree that this sublicense is granted to you without any other warranty or recourse.
9. GENERAL PROVISIONS
9.1. This Agreement shall be interpreted and construed and the legal relations covered herein shall be determined according to and governed by the laws of the State of New York.
9.2. Nothing in this Agreement shall be interpreted as constituting or creating a joint venture or partnership between the Parties.
9.3. This Agreement shall be to the benefit of and bind the respective heirs, executors, administrators and assigns of the Parties hereto.
9.4. Amendments to this Agreement may be proposed by either party. A proposed amendment will be adopted and become effective as an amendment only on the written and unanimous consent of both parties.
9.5. This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter of this Agreement. No agreements, understandings, restrictions, representations, or warranties exist between or among the parties other than those in this Agreement or referred to or provided for in this Agreement.
9.6. In the event of any suit or action to enforce or interpret any provision of this Agreement (or that is based on this Agreement), the prevailing party is entitled to recover, in addition to other costs, reasonable attorney fees in connection with the suit, action, or arbitration, and in any appeals. The determination of who is the prevailing party and the amount of reasonable attorney fees to be paid to the prevailing party will be decided by the court or courts, including any appellate courts, in which the matter is tried, heard, or decided.
9.7. The parties agree to execute other documents reasonably necessary to further effect and evidence the terms of this Agreement, as long as the terms and provisions of the other documents are fully consistent with the terms of this Agreement.
9.8. If any term or provision of this Agreement is held to be void or unenforceable, that term or provision will be severed from this Agreement, the balance of the Agreement will survive, and the balance of this Agreement will be reasonably construed to carry out the intent of the parties as evidenced by the terms of this Agreement.
9.9. All notices required to be given by this Agreement will be in writing and will be effective when actually delivered to: Sublicensee and Sublicensee
9.10. The failure of either party to enforce any provisions of this Agreement shall not be deemed a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
By ordering editing services from cheerleading-music-mix.com the parties have caused this Agreement to be executed the day and year of initial order.

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