Date of Last Revision: September, 2011

The DL Music service ("DLM" or "the Service") is owned and operated by Derek Luff Music, Inc. ("DL Music" or "we" or "us"). By accessing or using our web site at www.dl-music.com (the "Site"), you (the "User") signify that you have read, understand and agree to be bound by these Terms of Use ("Terms of Use" or "Agreement"), whether or not you are a registered user of DLM. Your use of the Site and agreement to these Terms of Use do not alter in any way the terms or conditions of any other agreement you may have with DLM, DL Music, or its subsidiaries or affiliates. We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms of Use at any time without further notice. If we do this, we will post the changes to these Terms of Use on this page and will indicate at the top of this page the date these terms were last revised. Your continued use of the Service or the Site after any such changes constitutes your acceptance of the new Terms of Use. If you do not agree to abide by these or any future Terms of Use, do not use or access (or continue to use or access) the Service or the Site. It is your responsibility to regularly check the Site to determine if there have been changes to these Terms of Use and to review such changes.

PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

Ownership of the Site and its Contents

This Site is owned by DL Music. Unless otherwise indicated, all of the content featured or displayed on this Site and available through the Service, including, but not limited to, text, graphics, data, photographic images, moving images, musical compositions, sound recordings, illustrations, software, and the selection and arrangement thereof (the "DLM Content"), are the proprietary property of DL Music, its registered users or its licensors with all rights reserved. All elements of the Site, including the DLM Content, are protected by copyright, trade dress, moral rights, trademark and other laws relating to the protection of intellectual property. Except as expressly provided herein, no DLM Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without our prior written permission. Provided that you are eligible for use of the Site, you are granted a limited license to access and use the Site and the DLM Content and to download or print a copy of any portion of the DLM Content to which you have properly gained access, provided that you keep all copyright or other proprietary notices intact. You may not upload or republish DLM Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the DLM Content is strictly prohibited. Such license is subject to these Terms of Use and does not include use of any data mining, robots or similar data gathering or extraction methods. Any use of the Site or the DLM Content other than as specifically authorized herein, without the prior written permission of DL Music, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time without notice and with or without cause.

Use of the Site

This Site and the DLM Content may be used by DL Music clients who have obtained a valid client account ("DLM Clients"). Users of this Site who have not obtained a valid client account ("Guests") may still use this Site and the DLM Content, although some areas of this Site and/or functionality may only be available to DLM Clients. You are specifically prohibited from:

a). downloading, copying, or re-transmitting any or all of the Site or the DLM Content except as expressly provided for on the Site, as part of a DLM Client account, or in this Terms of Use, or otherwise without, or in violation of, a valid license or agreement with DL Music;

b). using any data mining, robots or similar data gathering or extraction methods;

c). manipulating or otherwise displaying the Site or the DLM Content by using framing or similar navigational technology;

d). registering, subscribing, unsubscribing, or attempting to register, subscribe, or unsubscribe any party for any DLM product or service if you are not expressly authorized by such party to do so;

e). harvesting or collecting email addresses or other contact information of other users from the Service or the Site by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

f). using the Service or the Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site;

g). using automated scripts to collect information from or otherwise interact with the Service or the Site;

h). uploading, posting, transmitting, sharing, storing or otherwise making available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;

i). impersonating any person or entity, or falsely state or otherwise misrepresenting yourself, your age or your affiliation with any person or entity;

j). uploading, posting, transmitting, sharing or otherwise making available any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;

k). uploading, posting, transmitting, sharing, storing or otherwise making publicly available on the Site any private information of any third party, including, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;

l). uploading, posting, transmitting, sharing or otherwise making available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

m). uploading, posting, transmitting, sharing or otherwise making available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;

n). using or attempting to use another's account, service or system without authorization from DL Music, or creating a false identity on the Service or the Site;

o). uploading, posting, transmitting, sharing or otherwise making available content that, in the sole judgment of DL Music, is objectionable or which restricts or inhibits any other person from using or enjoying the Site, or which may expose DL Music, DLM or its users to any harm or liability of any type; and

p). using the Site or the DLM Content other than for its intended purpose. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws, the laws of privacy and publicity, and applicable communications regulations and statutes.

You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted, transmitted, or shared by you on or through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material. You further represent and warrant that you will comply with all applicable laws and regulations, including, without limitation, those relating to the Internet, data, e-mail, privacy, and the transmission of technical data exported from the United States or the country in which you reside.

Email Functionality

Subject to obtaining the appropriate permissions from DL Music, you can email or allow others to email music tracks from the Site, you can download or allow others to download music tracks from the Site, you can listen to music tracks, and request a music license from DL Music. You have no right to use the music tracks for any commercial purpose whatsoever without having first obtained a written license from DL Music. When you use the email functionality, certain data will be collected pursuant to the Privacy Policy. Please review it here [hyperlink]

Copyright Infringement Policy

In accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable laws, DL Music has adopted a policy of terminating, in appropriate circumstances in our sole discretion, account holders who infringe the intellectual property rights of DL Music or any third party.

Copyright Complaints

If you believe that any material on the Site infringes upon any copyright that you own or control, you may file a notification of such infringement with our Designated Agent as set forth below:

Copyright Agent

DL Music Legal Department

3575 Cahuenga Blvd. West

Suite 400

Los Angeles, CA 90068

(323) 878-0444 (fax)

E-mail: legal@dl-music.com



We may give notice of a claim of copyright infringement by means of a general notice on the Site, electronic mail to a user's e-mail address, or by written communication sent by first-class mail to a user's address.

Trademarks

DL Music Trademarks, the DL Music logo, and any other product or service name or slogan contained in the Site are trademarks of DL Music and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of DL Music or the applicable trademark holder. You may not use metatags or any other "hidden text" utilizing "DL Music" or any other name, trademark or product or service name of DL Music without our prior written permission. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of DL Music and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Site are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.

Links

You may not use a DL Music logo or other proprietary graphic of DL Music to link to this Site without the express written permission of DL Music. Further, you may not frame any DL Music trademark, logo or other proprietary information, including the DLM Content, without our express written consent.

DL Music makes no claim or representation regarding, and accepts no responsibility for, directly or indirectly, the quality, content, nature or reliability of third-party websites accessible by hyperlink from the Site, or websites linking to the Site. Such sites are not under the control of DL Music and DL Music is not responsible for the contents of any linked site or any link contained in a linked site, or any review, changes or updates to such sites. DL Music provides these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement or adoption by DL Music of any site or any information contained therein. When you leave the Site, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site. Your participation, correspondence or business dealings with any third party found on or through the Site, regarding the payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. You agree that DL Music shall not be responsible or liable for any loss, damage or other matters of any sort incurred as the result of any such dealings.

Registration Data and Account Security

In consideration of your use of the Site, you agree to: (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain and promptly update the Registration Data, and any other information you provide to DL Music, to keep it accurate, current and complete; (c) maintain the security of your password and identification; (d) notify DL Music immediately of any unauthorized use of your account or other breach of security; (e) accept all responsibility for any and all activities that occur under your account; and (f) accept all risks of unauthorized access to the Registration Data and any other information you provide to DL Music.

Privacy

We are committed to protecting your privacy. Please refer to our Privacy Policy for information on how we collect, use and disclose personal information.

Indemnification

You agree to defend, indemnify and hold harmless DL Music, its subsidiaries, affiliates, licensors, employees, agents, third party information providers and independent contractors against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to any content that you post, store or otherwise transmit on or through the Site, your conduct, your use or inability to use the Site, your breach or alleged breach of the Terms of Use or of any representation or warranty contained herein, your unauthorized use of the DLM Content, or your violation of any rights of another.

Disclaimer

THIS SITE AND THE DLM CONTENT ARE PROVIDED "AS IS" AND DL MUSIC AND ITS SUBSIDIARIES, DIRECTORS, EMPLOYEES, CONTENT PROVIDERS, AGENTS AND AFFILIATES EXCLUDE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. DL MUSIC WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE OR THE DLM CONTENT, OR THE UNAVAILABILITY OF THE SAME, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, AND DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. THE FUNCTIONS EMBODIED ON OR IN THE MATERIALS OF THIS SITE ARE NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR. YOU, NOT DL MUSIC, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO YOUR USE OF THIS SITE OR THE DLM CONTENT. WE MAKE NO WARRANTY THAT THE SITE OR THE DLM CONTENT IS FREE FROM INFECTION BY VIRUSES OR ANYTHING ELSE THAT HAS CONTAMINATING OR DESTRUCTIVE PROPERTIES.

DL Music uses reasonable efforts to ensure the accuracy, correctness and reliability of the DLM Content, but we make no representations or warranties as to the DLM Content's accuracy, correctness or reliability. Content types (including genres, sub-genres and categories and sub-categories and the like) and descriptions are provided for convenience, and you acknowledge and agree that DL Music does not guarantee their accuracy.

You understand that by using the Site, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language. Nevertheless, you agree to use the Site at your sole risk and further agree that DL Music shall have no liability to you for content that may be found to be offensive, indecent, or objectionable.

Some U.S. states and foreign countries do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages. Therefore, some or all of the limitations above may not apply to you to the extent they are prohibited or superseded by state or national provisions. Limitation of Liability

IN NO EVENT SHALL DL MUSIC, ITS SUBSIDIARIES, DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE, THE SERVICES, THE DLM CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM DL MUSIC, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO DL MUSIC'S RECORDS, PROGRAMS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF DL MUSIC, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE SITE EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO DL MUSIC FOR ACCESS TO OR USE OF THE SITE.

Applicable Law and Venue

By visiting or using the Site and/or the Service, you agree that the laws of the State of California, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and DL Music or any of our affiliates. With respect to any disputes or claims not subject to arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts of California, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of California.

Any dispute relating in any way to your use of the Site or the DLM Content shall be submitted to confidential, final and binding arbitration in Los Angeles, California, except that, to the extent you have in any manner violated or threatened to violate DL Music's intellectual property rights, DL Music may seek injunctive or other appropriate relief in any state or federal court in the State of California, and you consent to exclusive jurisdiction and venue in such courts. Depositions may be taken and discovery obtained in any such arbitration proceedings in accordance with California Code of Civil Procedure Sections 1283.05 and 1283.1, which is incorporated herein by this reference. Arbitration under this provision shall be conducted by a single arbitrator under the rules then prevailing of the American Arbitration Provision. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to the Terms of Use, whether through class arbitration proceedings or otherwise. The prevailing party in any such arbitration or litigation related to such controversy or claim shall be entitled to its reasonable attorneys' fees and court costs in addition to any award received.

Termination

Notwithstanding any of these Terms of Use, DL Music reserves the right, without notice and in its sole discretion, to terminate your account and/or to block your use of the Site.

Miscellaneous Provisions

Any waiver of any provision of the Terms of Use will be effective only if in writing and signed by DL Music. If any clause in these Terms of Use is found to be unenforceable, wherever possible this will not affect any other clause and each will remain in full force and effect. Any rights not expressly granted herein are reserved.

Changes to Terms of Use

DL Music reserves the right to change any of the terms and conditions contained in the Terms of Use or any policy or guideline of the Site, at any time and in its sole discretion. When we make changes, we will revise the "last updated" date at the top of the Terms of Use. Any changes will be effective immediately upon posting on the Site. Your continued use of the Site following the posting of changes will constitute your acceptance of such changes. We encourage you to review the Terms of Use whenever you visit one of our websites.

Questions and Contact Information

Questions or comments about the Site or Terms of Use may be directed to DL Music at info@dl-music.com
Copyright © 2011 DL Music. All Rights Reserved. E-mail: info@dl-music.com