QTRAX End User License Agreement

Effective as of March 10, 2014

These terms constitute your license agreement. This is a legal contract between you and QTRAX , Inc. ("Qtrax") that governs your use of QTRAX 's music services available through Qtrax.com, including any trial or introductory periods, consisting of the free, ad-supported music streaming and download service (the download service and ad-supported service are collectively referred to as the "Service"). QTRAX monetizes the Service through various ad-supported features and other monetization tools from third parties as described in this Agreement to compensate the artists, labels, publishers and other copyright owners whose content is featured on the Service. This document, together with all updates, additional terms, software licenses and all of QTRAX 's rules and policies, collectively constitute a binding contract (the "Agreement") between you and QTRAX . To agree to these terms, click "AGREE" where indicated. If you do not agree to these terms, do not click "AGREE," and do not use the Service.

1. AGE REQUIREMENT

This Service is available for individuals aged 13 years or older. You must, however, be at least 18 years of age to enter into this Agreement on your own behalf and to register for use of the Service. If you are under 18 but at least 13 years of age, you must present this Agreement to your parent or legal guardian, and he or she must click "AGREE" to enter into this Agreement on your behalf. Children under the age of 13 may not register for this Service, and parents or legal guardians may not register on their behalf. By clicking "AGREE", you represent that (i) you have read, understood and agree to be bound by this Agreement and (ii) you are at least 18 years old, either entering into this Agreement for yourself or entering on behalf of your child or a child in your legal care. If you are a parent or guardian entering this Agreement for the benefit of your child, please be aware that you are fully responsible for his or her use of the Service, including all financial charges and legal liability that he or she may incur. If you do not agree to (or cannot comply with) any of these terms and conditions, do not click "AGREE" and do not attempt to access the Service. If you check this Agreement for one service, you take full and absolute responsibility for compliance with all changes or alterations to the Service. QTRAX does not have to seek separate approval for each Download, upgrade or change in the QTRAX software or Service. Parents or adults entering into this Agreement on behalf of a minor are specifically referred to the "Explicit Content" section below, and to become familiar with our filtering features.

2. DESCRIPTION OF SERVICE

The Service allows you to find and listen and obtain streams or downloads of sound recordings and related digital content ("Song(s)"). To access the Service, you will need to install or activate from time to time the QTRAX proprietary software application and other third-party software made available through the Service. The QTRAX download may include a separate application referred to as the Notification Application as explained below (the third party software, the Notification Application and QTRAX proprietary software are collectively referred to as the "Software"). Additionally, QTRAX has the right to bundle other third-party products along with the QTRAX Service. After downloading, you may remove the third-party product from your computer at any time without disrupting your use of the QTRAX Service. QTRAX accepts no liability for these third-party products. You are responsible for any hardware, systems and/or software program(s) you use and any costs to connect to or use the Internet, or power your computer.

The Service, the Software and the Songs are only for your personal, non-commercial use. The Service is free to all users. Upon expiration of any introductory period, we'll ask you to subscribe and fully register as a subscriber (“Subscriber”). If you decide not to subscribe at the end of the introductory period, the content in the QTRAX Service, will no longer be playable. If you decide to subscribe to the Service, thereby gaining access to all the QTRAX content, you will be a Subscriber. As long as you remain a Subscriber, you may stream or download an unlimited number of Songs while your Service is current. The content you download will remain accessible as long as you log-in to the Service at least once every thirty days so that QTRAX can calculate the amount of plays of each song and make royalty payments to the appropriate copyright owners.

The use of any third party software included within the QTRAX Service is licensed to you either under this Agreement or under the relevant third party software’s terms as listed under the “Help” section of the QTRAX player and on the QTRAX website.

An additional QTRAX software application, Notification.exe, or otherwise referred to as the “Notification Application,” may or may not be included with the download of the Service. This separate application, which may be uninstalled at any time without affecting the Subscriber’s use of the Service, will open a small window on the user’s desktop screen that will be used to display content promotion (such as a new song, album or artist available on the Service) and/or a sponsor’s advertisement.

As consideration for the rights granted to you under this Agreement, you grant us the right to allow the QTRAX Service to use your computer’s hardware and processor and other property necessary to facilitate the operation of the Service and accompanying Software, to provide to you advertising and other promotional opportunities and to allow our business partners and affiliates to do the same, and to collect certain non-identifiable information about your use of the Service.

3. DIGITAL RIGHTS MANAGEMENT

QTRAX is using the Microsoft digital rights management technology for Windows Media ("WM-DRM") to protect the integrity of all the content in the Service ("Secure Content") so that intellectual property, including any copyrights in such Secure Content, is not misappropriated. Portions of this software and other third party applications ("WM-DRM Software") use WM-DRM to transfer or play Secure Content. If the WM-DRM Software's security has been compromised, owners of Secure Content ("Secure Content Owners") may require that Microsoft revoke the WM-DRM Software's right to copy, display, transfer, and/or play certain Secure Content. Revocation does not alter the WM-DRM Software's ability to play unprotected content. A list of revoked WM-DRM Software is sent to your computer whenever you download a license for Secure Content from the Internet. Microsoft may, in conjunction with such license, also download revocation lists onto your computer on behalf of Secure Content Owners. Secure Content Owners may also require you to upgrade some of the WM-DRM components distributed with this software ("WM-DRM Upgrades") before accessing their content. When you attempt to play such content, WM-DRM Software will notify you that a WM-DRM Upgrade is required and then ask for your consent before the WM-DRM Upgrade is downloaded. WM-DRM Software used by third parties may do the same. If you decline the upgrade, you will not be able to access content that requires the WM-DRM Upgrade; however, you will still be able to access unprotected content and Secure Content that does not require the upgrade.

4. USE OF SERVICE

  1. Overview.

    The Service, which is completely free to the user, allows a user to stream or download any Songs available through the Service as long as the user is online. Once you have downloaded a Song via the Service, you may save that Song to a hard drive and play back through the Service at any time and as many times as you want as long as you are online, a Subscriber and the Service and Software are up to date.
    Any security technology that is provided with a Song is an inseparable part of the Song and may only be played through the Service. You may not attempt (or encourage others) to capture, copy, or “rip” a Song played directly from the Service. QTRAX will count the number of times that you play each downloaded or streamed Song for royalty accounting and analysis purposes.
  2. Registration.

    To use the Service, you must register and provide certain information, including a password and a valid email address or a valid Facebook account, which will also be your QTRAX member name (collectively referred to as the "Registration Data"). You agree to provide accurate Registration Data and to update your Registration Data as necessary to keep it accurate and current. QTRAX will use your Registration Data in accordance with its Privacy Policy, which may be updated from time to time, but can be found below or by going to: http://www.Qtrax.com/PrivacyPolicy. You agree that you will not allow others to use your member name, password and/or account and you are solely responsible for maintaining the confidentiality and security of your account. QTRAX shall not be responsible for any losses arising out of the unauthorized use of your member name, password and/or account.
  3. Electronic Contracts.

    The Service and Software may offer for sale or promote third party products. Such products offered for sale through the Service are being offered and sold directly by the third party. When you click on any third-party advertisement or offer, you will be re-directed to a site outside of QTRAX ’s control and as such, QTRAX is no longer liable for any actions taken by you or any such third parties. You agree that any submissions you make for electronic purchases or subscriptions constitute your intent and agreement to be bound by the terms of this Agreement, and any other applicable third party agreements, and to pay for such purchases or subscriptions. Your intent and agreement to be bound by electronic submissions applies to all records relating to all transactions you enter into on the Service, including notices of cancellation, policies, contracts, and applications. To the extent that any products or services are offered to you by a third party on or through the Service or Software, you acknowledge that QTRAX shall not be responsible or liable to you for the products or services purchased, nor any refunds in connection to such purchases.
  4. Importing Songs.


    QTRAX does not represent or guarantee that the Software will successfully import or support any song files that are not downloaded or streamed directly from the QTRAX Service. Further, QTRAX does not purport to grant you any rights to use any such song files. If you violate the copyright laws or any other intellectual property laws, fines or criminal charges may be brought against you.
  5. Loss of Rights by QTRAX /Change in Service.

    QTRAX may at any time lose the right to make certain Songs available to you. In such event, you will no longer be able to access/obtain these Songs via the Service. In addition, in the event that QTRAX or any of its licensors changes any part of the Service or discontinues the Service (or any part thereof), which QTRAX or their licensors may do at their election, you may no longer be able to use the Service, Songs or Software, to the same extent as prior to such change or discontinuation. QTRAX shall not have any liability to you in such case. Availability of any part of the Service, including the Software or Songs, is subject to change at any time. Notwithstanding any other provision of this Agreement, QTRAX and its licensors reserve the right to change, suspend, remove, or disable access to any products, content, or other materials comprising a part of the Service, Software or Website at any time without notice. In no event will such parties be liable for the removal of or disabling of access to any such products, Songs, Software, or other materials under this Agreement. QTRAX and its licensors may also impose limits on the use of or access to certain features or portions of the Service, in any case and without notice or liability.
  6. Delivery of Songs.

    On occasion, technical problems may delay or prevent delivery of Songs to you. No remedy will be available with respect to Songs selected by you that are not delivered.
  7. Customer Support.

    Please direct any questions concerning the Software, the Service, and/or usage rules to a QTRAX customer service representative by contacting us at support@qtrax.com.
  8. Restrictions.

    You may not use the Software or the Service, to transmit, display, perform or otherwise make available any content or materials (i) that are illegal, obscene, threatening, of a "spamming" nature, defamatory, or invasive of privacy; (ii) that constitute political campaigning or commercial solicitation or that contain software viruses or other computer code designed to interfere with the functionality of any computer systems; or (iii) that infringe third-party rights or harm minors in any way. You may not interfere with or disrupt the Service or any networks connected to or by the Service. In addition, you may not use a false email address or otherwise mislead other members as to your identity or to the origin of a message or content. By posting messages, inputting data, or engaging in any other form of communication through the Service, you agree that QTRAX may copy, sublicense, adapt, transmit, publicly perform or display any such content to provide and/or promote the Service and/or to respond to any legal requirement, claim or threat. If QTRAX 's use of such content exploits any proprietary rights you may have in such material, you agree that QTRAX has an unrestricted, royalty-free, non-exclusive and perpetual worldwide right to do so. You agree that any loss or damage of any kind that occurs as a result of the use of any messages, content or material that you upload, post, transmit, display or otherwise make available through your use of the Service is solely your responsibility. All rights not expressly granted to you in this Agreement are reserved to QTRAX and/or its licensors.
  9. Notice and Changes.

    QTRAX may from time to time modify these terms, and will post a copy of the amended Agreement at http://www.Qtrax.com/eula. If you do not agree to (or cannot comply with) the Agreement as amended, your only remedy is to stop using the Service. You will be deemed to have accepted the Agreement as amended if you continue to use the Service, or any part of it, after any amendments go into effect.

5. EXPLICIT CONTENT

You understand that by using the Service and Software, 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 Service and Software at your sole risk and that QTRAX shall have no liability to you for content that may be found to be offensive, indecent, or objectionable. Certain albums may be subject to the Recording Industry Association of America ("RIAA") "Parental Advisory Label" (as defined at https://www.riaa.com/toolsforparents.php). The RIAA assigns the Parental Advisory Label to an entire album and not the individual songs on the album. Note that Songs that were recorded prior to 1985 are not subject to the RIAA Parental Advisory Label. QTRAX shall have no liability or responsibility to you for any content or materials, which may be available in connection with the Service that you might find objectionable.

6. QTRAX SEARCH AND TOOLBAR

QTRAX may also feature QTRAX Search ("QS"). QS, an optional toolbar add-on will be displayed on your web browser (such as Internet Explorer, Google Chrome and Mozilla Firefox) and may change your homepage and default search provider. QS will help you search QTRAX and the Internet. QS can be easily uninstalled at any time by removing the QS software from your computer. QS does not collect any personally identifiable information. QTRAX reserves the right to add additional features or functions to it. When installed on your computer, QS periodically communicates with our servers.
QTRAX may require the updating of QS on your computer when QTRAX releases a new version of it, or when QTRAX makes new features available. This update may occur automatically, all at once or over multiple sessions. You understand that QTRAX may require your review and acceptance of the update as well as our then-current END USER LICENSE AGREEMENT/TERMS OF SERVICE/PRIVACY POLICY before you will be permitted to use any subsequent versions of QS. QTRAX has no obligation to make available to you any subsequent versions of QS. As part of QS, you may be subjected to additional advertisement offers, which include display banners, price comparisons offers and other promotions from other third parties.

You understand that all content, including without limitation, all data, links, articles, search results, graphic or video messages and all information, text, software, music, photos, images, sound, graphics or other materials ("QS Content") made available or accessible through QS, associated web sites ("Web Sites") or associated services ("Services"), whether publicly available or privately transmitted, is the sole responsibility of the person or entity from whom it originated. QS Content is the property of the applicable QS Content owner and may be protected by applicable laws including without limitation those relating to copyrights, patents, trademarks, trade secrets or other proprietary rights. This Agreement gives you no rights to such QS Content.
QTRAX respects, and expects its users to respect, the rights of copyright holders. Upon notice, QTRAX will act appropriately to remove QS Content under its control that infringes the copyrights of others. QTRAX reserves the right to disable the access to QS, Web Sites or Services by anyone who uses them to repeatedly infringe the intellectual property rights of others. If you believe that QTRAX Web Sites or Services contain elements that infringe your copyright rights, please follow the notice and procedure for making claims of copyright infringement contained in the Intellectual Property section below.

All QS Content is copyright protected as a collective work under the U.S. copyright laws, and QTRAX owns a copyright in the selection, coordination, arrangement and enhancement of such QS Content. The QTRAX Software and QS names and logos are trademarks of QTRAX , Inc. All other trademarks appearing on the Service, Software and Web Sites are trademarks of their respective owners. QTRAX 's partners may also have additional proprietary rights in the content that they make available through the Web Sites, Software and Service. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the QS Content, in whole or in part, except that you may download one copy of the materials on any single computer for your personal, non-commercial home use only, provided you keep intact all copyright and other proprietary notices. Modification of the materials or use of the materials for any other purpose, including use of any such material on any other web site or networked computer environment is strictly prohibited.

You understand and agree that by using QS and Services, such as by clicking through to a third-party website by following a search results link, you may be exposed to content that may be offensive, indecent or objectionable in your community. You agree to accept all risks associated with the use of any QS Content, including any reliance on the accuracy or completeness of such QS Content. Under no circumstances will QTRAX be liable in any way for any QS Content created by or originating with entities other than QTRAX , including, but not limited to, any errors or omissions in any such QS Content, or for loss or damage of any kind incurred as a result of the transmission or posting of such QS Content by means of QS or QTRAX Services.

QS Content is exposed to various security issues, and should be regarded as non-secure. By accepting this Agreement, you acknowledge and accept that QS, and any information you download or offer to share by means of QS, may be exposed to unauthorized access, interception, corruption, damage or misuse, and should be regarded as non-secure. You accept all responsibility for such security risks and any damage resulting therefrom.

7. INTERNATIONAL CONSIDERATIONS

Currently, the Service is only available to residents of certain territories (the "Territories"). If you're located outside the Territories, you may not sign up for, access, or attempt to access or use the Service or the Software. In the future, we'll work to extend the Service to other locations.

8. INTELLECTUAL PROPERTY

The Software, Songs, and all trademarks, service marks, trade names, slogans, logos, and other indicia of origin (collectively, "Marks") that appear on or in connection with the Service are copyrighted, trademarked or are other proprietary subject matter and are the property of QTRAX and/or its affiliates, licensors and/or licensees, as applicable, are protected by intellectual property laws, and your use of them is governed by such laws, this Agreement and any other applicable end-user license agreements. You may not copy, display or use any of the Marks without prior written permission of the Mark owner.
You agree that the content rights holders that license their musical or other content to QTRAX for use in the Service are intended third-party beneficiaries under this Agreement with the right to enforce the provisions that directly concern their content. You may not authorize, encourage or allow any Songs used or obtained by you to be reproduced, modified, displayed, performed, transferred, distributed or otherwise used by anyone else. You may not attempt (or support others' attempts) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with any Software or Songs.

THE USE OF THE SOFTWARE OR ANY PART OF THE SERVICE, EXCEPT FOR USE OF THE SERVICE AS PERMITTED IN THESE TERMS OF SERVICE, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR INFRINGEMENT.

  1. Notices.


    We respect the intellectual property rights of others. If you know of or suspect that any use of the Service, Songs and/or the Software constitutes copyright infringement, please send a notice to QTRAX Support at: support@Qtrax.com. The notice must contain all of the information set forth in Section 512(c)(3)(A) of the U.S. Copyright Act, 17 U.S.C. § 101 et seq.
  2. Indemnity.


    You agree to indemnify and hold harmless QTRAX and its agents, employees, representatives, licensors, affiliates, parents and subsidiaries (collectively, "Indemnified Parties") from and against any and all claims, losses, demands, causes of action and judgments (including attorneys' fees and court costs) arising from or concerning your breach of this Agreement and your use of the Service, the Songs, or the Software and to reimburse the Indemnified Parties on demand for any losses, costs or expenses they incur as a result thereof.
  3. Termination.


    QTRAX reserves the right to modify, suspend, or discontinue the Service (or any part thereof, including without limitation access to any of the Content) at any time with or without notice to you, and QTRAX will not be liable to you or to any third party should either such party exercise such rights and QTRAX will not refund any amounts that you have previously paid. You may terminate this Agreement in accordance with the paragraph entitled "Cancellation" set forth above. Following such cancellation, you agree to uninstall and destroy all copies of the QTRAX Software and QS in your possession or control and cease using the Web Sites and Services.

9. DISCLAIMERS

You understand and agree that your use of the Service, the Songs, the Software and any other third party software is solely at your own risk. To the extent permitted by applicable law, your sole and exclusive remedy for any issues or dissatisfaction with the QTRAX Service, the Software or any third party content is to uninstall any to stop using the QTRAX Service, the Software, and any third party content.

THE SERVICE, SONGS AND THE SOFTWARE (COLLECTIVELY THE "PRODUCTS") ARE PROVIDED "AS IS" AND WITHOUT WARRANTY BY QTRAX OR ITS AGENTS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, BUSINESS PARTNERS AND/OR SUPPLIERS (THE "QTRAX ENTITIES"), AS APPLICABLE, AND, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE QTRAX ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NONINFRINGEMENT. THE QTRAX ENTITIES DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRODUCTS WITH RESPECT TO PERFORMANCE, ACCURACY, RELIABILITY, SECURITY CAPABILITY OR OTHERWISE. YOU WILL NOT HOLD ANY QTRAX ENTITY RESPONSIBLE FOR ANY DAMAGES THAT RESULT FROM YOU ACCESSING (INCLUDING ANY SOFTWARE OR SYSTEMS YOU USE TO ACCESS) THE SERVICE OR USING THE PRODUCTS INCLUDING, BUT NOT LIMITED TO, DAMAGE TO ANY COMPUTER, SOFTWARE OR SYSTEMS OR PORTABLE DEVICES YOU USE TO ACCESS THE SAME. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PERSON SHALL CREATE A WARRANTY IN ANY WAY WHATSOEVER RELATING TO ANY OF THE QTRAX ENTITIES.

QTRAX MAKES NO WARRANTY THAT ANY PARTICULAR PORTABLE DEVICE WILL BE COMPATIBLE WITH THE SOFTWARE OR THAT USING THE SOFTWARE WILL FUNCTION AS INTENDED. IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT YOUR SYSTEM(S) WILL FUNCTION CORRECTLY WITH THE SOFTWARE AND YOUR PORTABLE DEVICES AND HARDWARE. QTRAX DOES NOT REPRESENT OR GUARANTEE THAT THE PRODUCTS WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND QTRAX DISCLAIMS ANY AND ALL LIABILITY THERETO. YOU ARE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM.

UNDER NO CIRCUMSTANCES SHALL ANY QTRAX ENTITY BE LIABLE FOR ANY UNAUTHORIZED USE OF THE SERVICE, SONGS AND/OR THE SOFTWARE.

UNDER NO CIRCUMSTANCES SHALL ANY QTRAX ENTITY BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE (INCLUDING THE ERRORS OR OMMISSIONS OF ANY PRODUCT) OR INABILITY TO USE THE PRODUCTS, EVEN IF THE QTRAX ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT IN A PARTICULAR CIRCUMSTANCE ANY DISCLAIMER OR LIMITATION ON DAMAGES OR LIABILITY SET FORTH HEREIN IS PROHIBITED BY APPLICABLE LAW, THEN, INSTEAD OF THE PROVISIONS HEREOF IN SUCH PARTICULAR CIRCUMSTANCE, THE QTRAX ENTITIES SHALL BE ENTITLED TO THE MAXIMUM DISCLAIMERS AND/OR LIMITATIONS ON DAMAGES AND LIABILITY AVAILABLE AT LAW OR IN EQUITY BY SUCH APPLICABLE LAW IN SUCH PARTICULAR CIRCUMSTANCE, AND IN NO EVENT SHALL SUCH DAMAGES OR LIABILITY EXCEED US $10 IN THE AGGREGATE.

10. MISCELLANEOUS

This Agreement and any other terms or documents referred to herein represent your entire agreement with QTRAX with respect to your use of the Service and Software. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions of this Agreement shall remain in full force and effect.

The laws of the State of New York, excluding its conflicts of law rules, govern this Agreement and your use of the Service, the Songs and the Software. You expressly agree that the courts in the State of New York, in New York County, have exclusive jurisdiction over any claim or dispute with QTRAX or relating in any way to this Agreement or your use of the QTRAX Service. You further agree and expressly consent to personal jurisdiction over you in the federal and state courts in New York County in connection with any such dispute including any claim involving QTRAX or its partners, parents, licensors, affiliates, subsidiaries, employees, contractors, officers, directors or suppliers. QTRAX 's failure to enforce any right or provisions in this Agreement will not constitute a waiver of such provision, or any other provision of this Agreement. QTRAX is not responsible for its failure to fulfill any obligations due to causes beyond its control.

11. EXPORT RESTRICTIONS

QTRAX’s Service may be subject to U.S. export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) regulated by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State. You warrant that you are (1) not located in Cuba, Iran, North Korea, Sudan, or Syria, and (2) are not a denied party as specified in the regulations listed above.

You will comply with all applicable export and re-export control laws and regulations, including those mentioned above. Specifically, you agree that you shall not, directly or indirectly, sell, export, re-export, transfer, or otherwise dispose of any products, software, or technology received from QTRAX under this Agreement to any destination, entity, or individual prohibited by the laws or regulations of the United States, without obtaining prior authorization from the applicable government authorities as required by those laws and regulations. This export control clause shall survive termination or cancellation of these Agreements.

12. LYRICFIND RESTRICTIONS

Usage of lyrics controlled by LyricFind, which are licensed to QTRAX (the “Lyrics”), is limited to your personal, noncommercial use in accordance with the terms of this Agreement. You may not reproduce (other than as authorized for your own personal usage), publish, transmit, distribute, publicly display, rent or lend, modify, create derivative works from, sell or participate in the sale of or exploit in any way, in whole or in part, directly or indirectly, any of the Lyrics so provided. You agree that you are not granted any so-called “karaoke” or “sing-along” rights to Lyrics and you shall not seek to or remove any vocal track from a sound recording that shall be associated with a Lyric provided to you. You agree not to assign, transfer or transmit any Lyrics to any third party. You agree that you shall not seek to or do anything that will defeat, evade or circumvent any efforts that may be made to protect the Lyrics from any unauthorized usage.

13. PRIVACY POLICY

QTRAX respects your privacy. This privacy statement covers the QTRAX Software, Service, QTRAX Search and the QTRAX website (www.Qtrax.com). In order to ensure your privacy we want you to know the details of what information we collect and what we do with it.

  1. Information Collection

    QTRAX takes your privacy very seriously. In order to provide you with the highest quality service, we do collect certain information from you in accordance with the following guidelines:

    Direct Submissions. QTRAX has several areas where you can submit information to us and we also have features that automatically collect information from users of our service. Some of the information you may choose to provide includes personally identifiable information such as your name, address, email, age, gender and interests. In addition, we may collect, or use a third party to collect, information linked to your communications preferences, your searches and purchases, music you own, your music listening preferences, your library, playlists, most played artists and other requested information on surveys that are presented to you.

    Cookies and Other Technology. QTRAX may use cookies or other technologies for several purposes all designed to improve the customer experience. Within the QTRAX Service we may use either what are commonly called temporary or "session" cookies as well as permanent or "persistent" cookies. Temporary or "session" cookies mean that they only last as long as you are online. We may use these cookies to identify you as a valid member so that we can deliver music to you, and to help us personalize your service experience based on your registration preferences (such as genre choice, your connection speed, your preferences and the country you live in), and to tailor the content and ads you receive. We may also use session cookies to help us facilitate any promotions or surveys that we provide. These cookies do not contain any personally identifying information and we do not store data collected by them.

    We may as part of the sign-in process for our service, use what are commonly called "persistent" cookies which stay with you after your session is over and you are offline. We may use these cookies in connection with a sign-in feature that allows you to save your member name and password so that the next time you sign in, these fields will be pre-populated for you. If we make this cookie available, it can only be activated if you select that option during your sign-in. If you select that option you can always deselect it each time you sign-in.

    We may sometimes use cookies, as well as other tracking technology, such as web beacons, within the promotional emails that we send to our members or within advertisements featured on our service or sites. These technologies help us track, for example, whether an e-mail recipient has completed an event, such as signing up for a trial. The generated information is related to non-personally identifiable customer identification numbers and is only analyzed at aggregate levels. We may send these emails via third-party service providers that act on our behalf. While you download and install QTRAX web beacons may be used to monitor your progress through the installation process. These web beacons are used to identify and correct problems with the installer program and to improve the installation process.

    We sometimes utilize third party service providers to help us track the activity and user flows within our Service or websites. These third parties may use temporary cookies and/or web beaconing technology to facilitate such tracking. Such tracking would track an individual user's movements but the data would not be tracked in a personally identifiable way. Such data would be stored and analyzed on an aggregated basis for purposes of internal analysis by QTRAX to continue to optimize our customer experience.

    We share non-personal information about your activity on QTRAX with third parties for the purpose of tailoring, analyzing and reporting on content and advertising you see on this and other websites. These third parties may use cookies, web beacons and/or other technologies to tailor the sponsored content links you see here and at other websites you may visit. In addition, we share with these third parties any information you voluntary provide in response to an advertisement on sponsored content links. For more information about the information that is collected and used by third parties, and your ability to opt-out of their collection and use of this information, please follow the links, if appearing, in or adjacent to the sponsored content or advertising displayed in on this application and website

    If we engage with any advertising partners and or other third parties, our approved advertising partners and third parties whose products or services are promoted on our site may also use cookies, and we advise you to check their privacy policies for information about their cookies and other privacy practices if you are presented with one of their offers or advertisements during your association with QTRAX .

    Log Files and IP addresses. We use internet protocol (IP) addresses, browser type, internet service provider (ISP), referring/exit pages, platform type, date/time stamp, geographical location and number of clicks to analyze trends, administer the site, track users' movement in the aggregate, and gather broad demographic information for aggregate use. IP addresses are not linked by QTRAX to personally identifiable information and are not kept after the statistics are logged in the aggregated database. The information we collect is used for internal review and is then discarded. It is not shared with other organizations. However, users should be aware that both static and dynamic IP addresses can be mapped back to users on most ISPs based on the users login time and recorded information.
  2. QTRAX Search and Toolbar

    QTRAX and the QTRAX .com website may also feature the QTRAX search and toolbar ("QS"), that are powered by third party search partners ("Search Partners"). Your use of QS is subject to the following privacy restrictions required by our Search Partners. Our Search Partners use this information to properly process your search requests.

    QS does not and our Search Partners do not: (a) collect or report back to us (or anyone else) any information about sites you visit on the Internet; (b) collect or "screen-scrape" any search queries or information that you provide to any other web sites; or (c) collect or report back to us (or anyone else) any data regarding your computer keystrokes or other data unrelated to the Service. When you visit this website and use the Service, neither we nor our Search Partners collect any such personal information.

    Search Query and Other Non-Personal Information. QS, in the course of processing a given search query, sends a request to our Search Partners' servers. This request includes the keyword query, time of day, browser type, default language setting, IP address, an anonymous unique ID, and a code, which identifies you as a QTRAX user to our Search Partners. All information collected from a search query is recorded on a non-personally identifiable basis and is kept strictly anonymous. Search Partners use this information in order to properly process your search request. For example, this data provides them with: information on which language you prefer to use; aggregated click information for the purpose of ensuring that our Search Partners are appropriately compensating us; aggregated usage and retention information; and aggregated search query information for the purpose of further monetizing commercially oriented search keywords.

    In addition, all information about search activity is evaluated only on an aggregated basis (except in response to a customer service inquiry or legal process), and our Search Partners do not disclose any non-aggregated information to third parties, except as required by a valid legal process such as a search warrant, subpoena, statute, or court order, or to protect someone's safety.

    When you visit websites through the QS, our Search Partners also capture your source IP address, which is a standard practice for most Internet sites. They in no way associate your IP address with any cookies and do not use your IP address in conjunction with any personally identifiable information.

    Cookies. Our Search Partners also use "cookies". They do this in order to identify you as a QTRAX user and also in order to store your personal preferences. Importantly, a cookie does not allow our Search Partners to obtain any personally identifiable information (such as your real name or address) unless you have specifically provided such information when using the Web Sites or QS.

    Disclosure to Third Parties. Our Search Partners will only disclose information, including personally identifiable information, data acquired by cookies, and other data, where required by a subpoena, interception order or other lawful process. Our Search Partners also reserve the right to disclose such information when they believe, in their sole judgment and to the extent consistent with applicable law, that such disclosure is necessary to protect the rights or safety of others or to enforce, or protect their rights under, this Agreement.
    If the QS or Service is ever sold or all or substantially all of the assets relating to the Service are transferred to another entity, our Search Partners may transfer all information provided by or collected from you, including any personally identifiable information that is necessary to ensure continuity of service. Our Search Partners may also transfer all information provided by or collected from you, including personally identifiable information, to another entity in the event our Search Partners or substantially all their assets are sold to another entity.

    If you wish to withdraw your consent to the communication and data usage as described herein, you should uninstall QS from your computer and cease using the QS. You may uninstall or remove QS at any time.

    Our Search Partners may provide search results or other links to other websites or resources. Because our Search Partners have no control over such sites and resources, you acknowledge and agree that they are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that neither QTRAX nor our Search Partners shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such content, goods or services available on or through QS.
  3. Information Use

    Except as described in this Privacy Policy, we will not disclose any personal information about you outside of QTRAX and its controlled subsidiaries and affiliates without your consent.

    On occasion we allow you to choose to share your personal information with select QTRAX partners so that they can contact you about their products, services or offers. These companies are also required to protect your personal information in accordance with QTRAX 's policies. Without our ability to integrate and share with these strategic partners it would be difficult for you to purchase and utilize QTRAX products and services, receive the appropriate quality and level of customer service and provide us the data needed to best improve our products and services.

    Some QTRAX services may be co-branded and offered in conjunction with another company. If you register for or use such services, both QTRAX and the other company may receive information collected in conjunction with the co-branded services.

    We occasionally hire other companies to provide limited services on our behalf, such as handling the processing and delivery of mailings, hosting websites, processing transactions, or performing statistical analysis of our services. Those companies will be permitted to obtain only the personally identifiable information they need to deliver the service. They are required to maintain the confidentiality of the information and are prohibited from using it for any other purpose.

    In an endeavor to improve the customer experience we may also purchase marketing data from third parties and add it to our existing user database, to better target our features, services and offers in which we think you may be interested. To enrich our profiles of existing customers, we may tie this information to personally identifiable information that you have given to us.
  4. Choice/Opt-Out

    All of QTRAX 's promotional emails are accompanied with information on how to change your communications preferences and how to "opt-out" of certain communications.
  5. Our Commitment to Children’s Privacy

    Protecting the privacy of the very young is especially important. We operate our Service in compliance with the Children's Online Privacy Protection Act (COPPA). We never knowingly collect or maintain information from those we actually know are under 13, and no part of our Service is directed at or structured to attract anyone under 13. Visitors younger than 13 years of age may NOT use the QTRAX Service and software and must LEAVE immediately.
  6. Legal Disclaimer

    At times QTRAX may be required by law or litigation to disclose your personal information. We may also disclose your personally identifiable information if we believe such action is necessary to: (a) comply with the law or legal process served on QTRAX ; (b) protect and defend the rights or property of QTRAX (including the enforcement of our agreements); (c) act in urgent circumstances related to national security or issues of public importance; or (d) act in urgent circumstances to protect the personal safety of users of QTRAX services or members of the public.
  7. Security

    We take every reasonable precaution to protect information from misuse, loss and unauthorized access. Although we cannot guarantee that users' information will not be subject to unauthorized access, we have put in place physical, electronic, and managerial procedures to safeguard and secure the information we may collect online. All employees are kept up to date on our security and privacy practices.
  8. Notification of Changes

    If we decide to change our privacy policy, we will post those changes to this privacy statement and on our homepage so our users are always aware of what information we collect, how we use it, and under circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify registered users by way of an e-mail or instant messaging or similar method, and/or by posting a notice on our website.
  9. Questions

    If you have questions or concerns regarding this please email us at support@Qtrax.com. You can also contact us by sending us postal mail at QTRAX , 211 Madison Avenue #28B, New York, NY 10016, USA.