By accessing or using the e-commerce and static and streaming media services (“Services”), websites, mobile applications (collectively, including the Services, the “Sites”) provided by Ruling Panel, LLC or our subsidiaries or other affiliates (collectively, “Ruling Panel,” “we,” “us” or “our”) that link to these Terms, you agree to be bound by these Terms and all of the terms incorporated herein by reference.
1. Services Provided
2. Registration and Security
You agree, represent, warrant, and guarantee that all Personal Information provided by you is true, accurate, complete, up-to-date, and solely yours. You may not impersonate, imitate, or pretend to be somebody else when registering. When you login, you will be asked to choose a password. You are responsible for safeguarding and maintaining the confidentiality of your password and you agree not to disclose your password to any third party. You will be solely responsible for any activities or actions taken under your account, whether or not you have authorized such activities or actions. You must notify us immediately if you know or suspect that any unauthorized person is using your password or your account (for example, your password has been lost or stolen, someone has attempted to use the Services through your account without your consent or your account has been accessed without your permission). We strongly recommend that you do not use the Services or access Content (defined below) on public computers. We also recommend that you do not store your password through your web browser or other software.
You are solely responsible for all access or visitation to, usage of, or activity on, your account/profile including, but not limited to, use of the account/profile by any person who uses your Personal Information, with or without authorization, or who has access to any computer, mobile, or other device on which your account/profile resides or is accessible. You acknowledge and agree that we may, and you specifically authorize us to, process all transactions, including without limitation purchases and/or registration for products and/or Services, including, without limitation, Content provided by us.
You agree to pay all fees and charges, including applicable taxes and surcharges, incurred through your activity on or through the Site(s) and/or through your account/profile (such fees, charges, taxes, and surcharges shall collectively be referred to as “Fees”). Unless otherwise specified, all Fees will be quoted and charged in U.S. dollars. You must notify us about any billing problems or discrepancy within thirty (30) days after they first appear on your statement; otherwise, you waive any right to challenge or dispute such problem or discrepancy.
3. Information Provided by You and Privacy
By creating an account, you expressly consent to the use of: (a) electronic means to complete these Terms and to provide you with any notices given pursuant to these Terms; and (b) electronic records to store information related to these Terms or your use of the Services. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
4. Limitations on Use
The Services may be used and accessed for lawful purposes only. You agree to abide by all applicable local, state, national, and foreign laws, treaties, and regulations in connection with your use of the Services and Content. In addition, without limitation, you agree that you will not do any of the following while using or accessing the Services:
- upload, post, email or otherwise transmit or submit any content to which you do not have the lawful right to copy, transmit and display (including any content that would violate any confidentiality or fiduciary obligations that you might have with respect to the content);
- upload, post, email or otherwise transmit or submit any content that infringes the intellectual property rights or violates the privacy rights of any third party (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity);
- upload, post, email or otherwise transmit or submit harmful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, obscene, indecent, vulgar, lewd, violent, hateful or otherwise objectionable content or material;
- use the Services or the Site to collect or store personal data about other users without their express permission;
- knowingly include or use any false or inaccurate information in any profile;
- upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, “pyramid schemes” or any other form of solicitation, as well as viruses or other computer code that may interrupt, destroy, limit the functionality of the Site, or interfere with the access of any other user to the Site;
- circumvent, disable, or otherwise interfere with security-related features on the Site or features that prevent or restrict use or copying of any Content;
- attempt to probe, scan, or test the vulnerability of any UndergroundHipHop.com, LLC system or network or breach or impair or circumvent any security or authentication measures protecting the Services, Content, and the Site;
- attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to discover or determine the source code of any software or any proprietary algorithm used to provide the Services and/or Content;
- use the Services, Site, or Content in any way that competes with us; or
- encourage or instruct any other person or entity to do any of the foregoing.
CAUTION: ANY ATTEMPT TO DO ANY OF THE FOREGOING PROHIBITED ACTS, OR TO OTHERWISE UNDERMINE THE OPERATION OF THE SERVICE OR SITE(S), MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAW. SHOULD SUCH AN ATTEMPT BE MADE, WE RESERVE THE RIGHT, IN ADDITION TO OUR OTHER REMEDIES, TO SEEK DAMAGES (INCLUDING WITHOUT LIMITATION ATTORNEYS’ FEES) FROM ANY SUCH INDIVIDUAL OR ENTITY TO THE FULLEST EXTENT PERMITTED BY LAW.
5. Termination, Modification, and Survival
We are continually evolving and innovating the Services, Content, and the Site. We may change the Services, the Site, the Content (defined below) we offer, and the products or services you may access at any time. We may discontinue offering the Services or the Site and we may suspend or terminate your right to use the Services or the Site at any time, in the event that you breach these Terms, for any reason, in our sole discretion, and without prior notice to you. After such termination, we will have no further obligation to you or to provide the Services, except to the extent we have otherwise agreed in writing.
Upon termination of your right to use the Services or the Site or our termination of the Services or the Site, all licenses and other rights granted to you by these Terms will immediately terminate.
6. Third Party Links and Resources
We may make available, on the Site and as part of the Services, links to third party websites or resources from third parties on the Site. We are not responsible or liable for the availability or accuracy of such websites or resources, or the content, products, or services on or available from such websites or resources. When we make available such third party links or resources on the Site or through the Services, you must look solely to the third party with respect to the content, products, or services they provide. Unless otherwise stated, we do not endorse and are not responsible for any of the content, products, or services provided by others. YOUR USE OF THE WEBSITES OR RESOURCES OF THIRD PARTIES IS AT YOUR OWN RISK. WE ARE NOT LIABLE FOR ANY OF YOUR LOSSES ARISING OUT OF OR RELATING TO THE WEBSITES OR RESOURCES OF THIRD PARTIES.
7. Disclaimer of Representations and Warranties
Your use of the Services and Content is at your sole discretion and risk. The Services and Content, and all materials, information, products and services included therein, are provided on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind.
WE AND OUR LICENSORS AND AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, RELATING TO THE SERVICES AND CONTENT, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING, OR COURSE OF PERFORMANCE.
IN ADDITION, WE AND OUR LICENSORS AND AFFILIATES DISCLAIM ANY WARRANTIES REGARDING SECURITY, ACCURACY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICES OR THAT THE SERVICES WILL BE ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED.
WE MAKE NO REPRESENTATIONS CONCERNING, AND DO NOT GUARANTEE, THE ACCURACY OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION PROVIDED THROUGH THE SERVICES OR THEIR APPLICABILITY TO YOUR INDIVIDUAL CIRCUMSTANCES. OUR SERVICES AND CONTENT ARE DEVELOPED FOR USE IN THE UNITED STATES AND WE AND OUR LICENSORS AND AFFILIATES MAKE NO REPRESENTATION OR WARRANTY CONCERNING THE SERVICES OR CONTENT WHEN THEY ARE USED IN ANY OTHER COUNTRY.
SOME JURISDICTIONS DO NOT PERMIT US TO EXCLUDE WARRANTIES IN THESE WAYS, SO IT IS POSSIBLE THAT THESE EXCLUSIONS WILL NOT APPLY TO OUR AGREEMENT WITH YOU. IN SUCH EVENT, THE EXCLUSIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
You will indemnify, defend, and hold harmless us, our licensors and affiliates and our respective directors, officers, employees, contractors, agents and representatives, from and against any and all claims, causes of action, demands, liabilities, losses, costs or expenses (including, but not limited to, reasonable attorneys’ fees and expenses) arising out of or relating to any of the following matters:
- your access to or use of the Services, the Site, or the Content;
- your violation of any of the provisions of these Terms;
- any activity related to your account by you or any other person accessing the Site or Services through your account, including, without limitation, negligent or wrongful conduct; or
- your violation of any third party right, including, without limitation, any intellectual property right, publicity, confidentiality, property, or privacy right.
We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
9. Limitation of Liability
IN NO EVENT WILL WE OR ANY APPLICABLE LICENSORS OR AFFILIATES BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES, THE SITE, OR THE CONTENT, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IF YOU ARE DISSATISFIED WITH THE SERVICES, THE SITE, THE CONTENT, OR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS A REFUND OF THE AMOUNT PAID TO [CORPORATE ENTITY NAME] FOR SERVICES AND/OR CONTENT.
EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES, THE SITE, OR THE CONTENT OR OUR RELATIONSHIP WITH YOU, REGARDLESS OF THEORY, MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CLAIM OR CAUSE OF ACTION OR BE FOREVER BARRED.
SOME JURISDICTIONS DO NOT PERMIT US TO LIMIT OUR LIABILITY IN THESE WAYS, SO IT IS POSSIBLE THAT THESE LIMITATIONS WILL NOT APPLY TO OUR AGREEMENT WITH YOU. IN SUCH EVENT, THE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS. YOU AGREE THAT BY ENTERING INTO THESE TERMS, WE ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.
10. Governing Law
These Terms and any and all claims, disputes, or other legal proceedings by or between you or us, including but not limited to any such claims or disputes that are in any way related to or arising under these Terms or your access to or use of the Sites, shall be governed by the laws of the State of New York without giving effect to any conflict-of-laws principles that may otherwise provide for the application of the law of another jurisdiction. The parties agree that their arrangement under these Terms is in interstate commerce and that the Federal Arbitration Act applies to the construction of the “Agreement to Arbitrate” provision below in Section 12. For any claim, dispute, or other legal proceeding not subject to the “Agreement to Arbitrate” provision below, the claim or dispute shall be brought and litigated exclusively in the state courts located within New York City, New York or the federal courts in the Southern District of New York, as appropriate, and you agree to submit to the personal jurisdiction of each of these courts for the purpose of litigating such claims or disputes.
11. Agreement to Arbitrate
If you reside in the United States, subject to the Exceptions to Arbitration set forth below, we each agree that any and all disputes between users of the Sites arising under or related in any way to these Terms and such users’ use of the Sites must be resolved through binding arbitration as described in this section. With the exception of the prohibition on class arbitrations set forth in this “Dispute Resolution” section, if an arbitrator or court decides that any part of this agreement to arbitrate is unenforceable, the other parts of this Agreement to Arbitrate will still apply.
12. Exceptions to Arbitration
This Agreement to Arbitrate will not apply to the following: (a) small claims court cases that qualify; (b) legal proceedings that involve efforts to obtain user-identifying information; (c) any legal proceedings brought against any of the Ruling Panel, LLC by companies or other legal entities; or individuals acting on behalf of such companies or other legal entities; (d) any legal proceedings brought by any of the Ruling Panel, LLC against companies or other legal entities or individuals acting on behalf of any such companies or other legal entities; and (e) a party’s right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. If, for some reason, the prohibition on class arbitrations set forth in this Dispute Resolution section cannot be enforced, then the entirety of this Agreement to Arbitrate will not apply. Where this Agreement to Arbitrate does not apply, the remainder of this Agreement and the Dispute Resolution section will continue to apply.
13. Informal Dispute Resolution
If either of us intends to seek arbitration under the agreement, the party seeking arbitration must first notify the other party of the dispute in writing at least 30 days in advance of initiating arbitration. Notice to should be sent to Disputes, UndergroundHipHop.com, LLC, 12 E 49th Street, 10th Floor, New York, NY 10017. If you have an account on the Site, notice to you will be sent to the email address associated with your account. The notice of dispute (“Notice”) must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought. If we do not reach an agreement to resolve the claim within thirty (30) days after the Notice is received, you or Ruling Panel, LLC may commence formal proceeding.
14. Arbitration Procedure
The arbitration will be governed by the Consumer Arbitration Rules of the American Arbitration Association (“AAA”), if applicable, as modified by this section. The AAA’s rules and a form for initiating the proceeding are available at www.adr.org. Any settlement offer made by you or Ruling Panel, LLC shall not be disclosed to the arbitrator. Unless otherwise required by the applicable arbitration rules, the arbitration shall be held in New York City, New York. For any claim where the total amount of the award sought is $10,000 or less, you and Ruling Panel, LLC may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and Ruling Panel, LLC subject to the arbitrator’s discretion to require an in-person hearing. In cases where an in-person hearing is held, you or Ruling Panel, LLC may attend by telephone, unless the arbitrator requires otherwise. The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users, but is bound by rulings in prior arbitrations involving the same Site user to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
15. Opt-Out Procedure
For your convenience, we are providing an Opt-Out Notice form you must complete and mail to opt out of your agreement to arbitrate. You must complete the Opt-Out Notice form by providing the information called for in the form, including your name, address (including street address, city, state and zip code), and the email address(es) associated with the Site’s account(s) to which the opt-out applies. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of this Agreement to Arbitrate. If you opt out of the Agreement to Arbitrate, the remaining Terms, including dispute resolution, will continue to apply to you. Opting out of this agreement to arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.
16. Changes to the Agreement to Arbitrate
Notwithstanding any provision in these Terms to the contrary, you and we agree that if we make any changes to these Sections pertaining to arbitration (other than an change to any referenced notice address or site link) in the future, that change will not apply to any claim that was filed in a legal proceeding prior to the effective date of the change. The change will apply to all other disputes or claims governed by this Section that have arisen or may arise between you and Ruling Panel, LLC. We will notify you of changes by posting the changes on Ruling Panel, LLC at least thirty (30) days before the effective date of the changes and by email. If you do not agree to these changed terms, you may close your account within the thirty (30) day period and you will not be bound by the changes.
17. Copyright Infringement/Digital Millennium Copyright Act Compliance
It is our policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (“DMCA”).
18. Notification of Infringement
It is our policy to respect the intellectual property of others and to respond to clear notices of alleged copyright infringement that comply with the DMCA. In addition, we will promptly terminate without notice the accounts of those determined by us to be “repeat infringers.” If you are a copyright owner or an agent thereof and you believe that any Ruling Panel, LLC Content infringes your copyrights, then you may submit a notification pursuant to the DMCA by providing our Designated Copyright Agent (as listed below) with the information specified by the DMCA. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
You may submit your notification of alleged copyright infringement by sending it to our Designated Copyright Agent by mail or email as set forth below.
19. Designated Copyright Agent
Our Designated Copyright Agent to receive notifications and counternotifications of claimed infringement can be reached as follows:
- DMCA Complaints
- UndergroupHipHop.com, LLC
- 12 E 49th Street 10th Floor
- New York, NY 10017
For clarity, only DMCA notices should go to our Designated Copyright Agent. Any other feedback, comments, requests for technical support, or other communications should be directed to firstname.lastname@example.org. You acknowledge that if you fail to comply with all the requirements of this section, your DMCA notice may not be valid.
If we remove or disable access to Services in response to an infringement notice, we will make reasonable attempts to contact the owner or administrator of the affected site or content. If you feel that your material does not constitute infringement, you may provide us with a counternotification by written communication to our Designated Copyright Agent (as listed below) that sets forth all the necessary information required by the DMCA. Please note that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that an activity is not infringing the copyrights of others. If you are uncertain whether an activity constitutes infringement, we recommend seeking the advice of an attorney.
21. Errors and Inaccuracies
The information on the Site, including, without limitation, information regarding pricing, may contain typographical errors or other errors or inaccuracies, and may not be complete or current. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice to you. We do not, however, guarantee that any such errors, inaccuracies, or omissions will be corrected.
22. Entire Agreement
These Terms constitute the entire agreement between you and us relating to our Services, the Site, and the Content, replacing any prior or contemporaneous agreements, whether written or oral, unless you have signed a separate written agreement with us relating to our Services, the Site, or the Content. If there is any conflict between these Terms and a separate signed written agreement between you and us relating to our Services, the Site, or the Content, the signed written agreement will control.
23. Third Party Beneficiaries
Our licensors may be entitled to enforce these Terms as third party beneficiaries. There are no other third party beneficiaries to these Terms.
The failure by us to enforce any provision of these Terms will not constitute a waiver. If any court of law, having the jurisdiction to decide the matter, rules that any provision of these Terms is invalid or unenforceable, then the invalid or unenforceable provision shall be removed from these Terms or reformed by the court and given effect so as to best accomplish the essential purpose of the invalid or unenforceable provision, and all of the other provisions of these Terms shall continue to be valid and enforceable. Nothing contained in these Terms shall limit the ability of a party to seek an injunction or other equitable relief without posting any bond.
These Terms are expressly made subject to any laws, regulations, orders or other restrictions on the export of data from the United States of America. You shall comply with such laws, regulations, orders or other restrictions, including but not limited to the Export Administration Regulations promulgated under the Export Administration Act of 1979, and the International Traffic in Arms Regulations administered by the US Department of State. You agree that these Terms will not be construed against UndergroundHipHop.com, LLC by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.
26. Modification of Terms
We reserve the right to change these Terms at any time. Any changes that we make will become a part of our agreement with you when they are posted to the Site. Your continued use of our Services, or the Site will constitute your agreement to the changes we have made. The last date these Terms were revised is set forth at the end of this document.
27. Contact Us
We encourage you to contact us at email@example.com if you have any questions concerning these Terms. Please note that email communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your email correspondence with us.
Last Revised: November 9, 2017