iFLYP’T LICENSE

ACCEPTANCE OF TERMS

iFLYP’T LLC provides the iFLYP’T service and this iFLYP’T software for the iPhone ("iFLYP’T Software") to you subject to the following license terms, which incorporate by reference the iFLYP’T Terms of Service ("TOS") which we may update from time to time according to the terms of the TOS (collectively this "License"). If you are in a jurisdiction where download or use of this iFLYP’T Software or the use of the Service is prohibited, do not download or use this software.

By downloading the iFLYP’T Software, or by using or continuing to use the iFLYP’T service, you agree to be bound by this License, which includes the TOS, and represent and warrant that you are permitted to make such an agreement and receive the iFLYP’T Software under applicable law. You further warrant that you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a "terrorist supporting" country, and that you are not listed on any U.S. government list of prohibited or restricted parties. You agree to accept notices sent electronically, including but not limited to, email messages sent to a current email address you provide to iFLYP’T LLC in connection with the Service and notices posted on the Service.

DESCRIPTION OF PRODUCT

The iFLYP’T Software allows you to listen to and remix certain recordings provided by iFLYP’T LLC ("Tracks"), and to upload your remixed Tracks ("Remixes") to the iFLYP’T.net community website and share your Remixes with your friends using the Service.

From time to time, iFLYP’T LLC may make updates to the iFLYP’T Software available to you. If you wish to update your iFLYP’T Software, you must agree to the then-current iFLYP’T Software License in order for the update to be installed on your iPhone or iPod Touch.

The iFLYP’T Software, along with any services, content, or materials used that are authorized by iFLYP’T, including but not limited to the iFLYP’T community website located at www.iFLYP’T.net, are collectively deemed to be the "Service". Where the TOS references the defined term "Service," such terms in the TOS will also apply to the Software and services defined to be the "Service" under this License.

In order to use the Service, you must obtain access to the Internet, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the Internet, including computers, modems and mobile devices. iFLYP’T LLC is not responsible for any such equipment or access.

LICENSE

iFLYP’T LLC grants you a nontransferable, nonexclusive license to install and use the iFLYP’T Software and any authorized updates provided by iFLYP’T LLC in object code form on any single iPhone or iPod Touch that you own or control. You are only permitted to use the iFLYP’T Service as set forth in the Apple, Inc. ("Apple") App Store Usage Rules and this License, and may use the iFLYP’T Software to access the Service, only as authorized in this License. You may use the iFLYP’T Software and access the Service for your own noncommercial use or benefit. Except as expressly permitted in this License and the TOS, you agree not to assign, copy, transfer, or transmit the Service or iFLYP’T Software, or any data obtained through the Service or iFLYP’T Software, to any third party. Your license to use the iFLYP’T Software, the Service, its components, and any third-party data, will terminate if you violate these restrictions. If your license terminates, you agree to cease any and all use of the Service, its components, and any third-party data. All rights in any third-party data, any third-party software, and any third-party data servers, including all ownership rights are reserved and remain with the respective third parties. You agree that these third parties and Apple may enforce their rights under this Agreement against you directly in their own name.
iFLYP’T LLC may elect to provide you with customer support and/or software upgrades, enhancements, or modifications for the Service or the iFLYP’T Software (collectively, "Support"), in its sole discretion, and may terminate such Support at any time without notice to you. iFLYP’T LLC may change, suspend, or discontinue any aspect of the Service at any time, including the availability of any Service feature, database, or content. iFLYP’T LLC may also impose limits on certain features and services or restrict your access to parts or all of the Service or the iFLYP’T LLC web site without notice or liability. Apple shall have no responsibility to provide you with any Support.

The Service (which includes the iFLYP’T Software) contains proprietary and confidential information that is protected by applicable intellectual property laws and other laws. iFLYP’T LLC licensors own all rights, title, and interest in and to their applicable contributions to the Service. Other than the limited license to the iFLYP’T Software granted herein, this License grants you no right, title, or interest in any intellectual property owned or licensed by iFLYP’T LLC, including (but not limited to) the Service and iFLYP’T LLC trademarks, and creates no relationship between yourself and iFLYP’T licensors, or between you and iFLYP’T LLC other than that of iFLYP’T LLC to licensee.

INTELLECTUAL PROPERTY

As a condition to your use of the iFLYP’T Software and by submitting your Remixes to the Service, you also hereby assign to iFLYP’T LLC all right, title and interest in and to such Remixes, including but not limited to all copyrights, moral rights, and other proprietary rights therein, existing under the law of any country in the world, or under any treaty. You also hereby forever waive and agree never to assert against iFLYP’T LLC, its successors, licensees, or assignees, any and all moral rights you may have in any Remixes.

In the event of any third party claim that the iFLYP’T Software or your possession and use of the iFLYP’T Software infringes that third party's intellectual property rights, iFLYP’T, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

RESTRICTIONS ON USE

YOU MAY NOT and will not allow any third party to:

copy, decompile, reverse engineer, reverse assemble, disassemble, modify, rent, lease, loan, distribute, or create derivative works (as defined by the U.S. Copyright Act) or improvements (as defined by U.S. patent law) from the iFLYP’T Software, any Tracks, or any portion thereof except as expressly permitted in this License (expressly including the TOS), or otherwise attempt to discover any source code or protocols in the Service;
obtain or attempt to obtain unauthorized access to the Service or the iFLYP’T LLC network; incorporate the iFLYP’T Software, or any portion thereof, into any other service, software, hardware, or other technology manufactured or distributed by or for you;
use the Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this License;
sell, lease, loan, distribute, transfer, or sublicense the Service or access thereto or derive income from the use or provision of the Service, whether for direct commercial or monetary gain or otherwise, without iFLYP’T LLC prior, express, written permission.

SOFTWARE AND SERVICE PROVIDED AS-IS

THE iFLYP’T SOFTWARE AND THE SERVICE ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. iFLYP’T LLC EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER SUCH WARRANTIES ARE EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE iFLYP’T SOFTWARE AND SERVICE IS AT YOUR SOLE RISK. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY iFLYP’T LLCOR ANY OF ITS EMPLOYEES, REPRESENTATIVES, OR DISTRIBUTORS SHALL CREATE ANY WARRANTY IN ADDITION TO THOSE GIVEN HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY IN FULL TO YOU. ANY IMPLIED WARRANTIES NOT PERMITTED TO BE EXCLUDED SHALL BE LIMITED TO THE MINIMUM WARRANTY AND PERIOD OF TIME PERMITTED BY APPLICABLE LAW.

In the event that the iFLYP’T Software fails to conform to any applicable warranty not excluded above, you may notify Apple, and Apple will refund the purchase price for the iFLYP’T Software to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iFLYP’T Software.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL iFLYP’T LLCBE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OR INABILITY TO USE THE iFLYP’T SOFTWARE UNDER ANY THEORY, INCLUDING CONTRACT, TORT, OR NEGLIGENCE, EVEN IF iFLYP’T LLCHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL MODERATI'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU FOR THE SPECIFIC LICENSE OF THE iFLYP’T SOFTWARE TO WHICH THE LIABILITY IS RELATED. TO THE EXTENT THE LAWS OF YOUR JURISDICTION DO NOT PERMIT SUCH A LIMITATION OF LIABILITY WITH RESPECT TO THE iFLYP’T SOFTWARE, YOU AGREE THAT iFLYP’T LLC DISCLAIMS ALL LIABILITY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

Except as specifically set forth in Section 5 above, iFLYP’T, is responsible for addressing any of your claims or the claims of any third party relating to the iFLYP’T Software or your possession and/or use of the iFLYP’T Software. Apple is not responsible for addressing any such claims.

MEMBER ACCOUNT AND INFORMATION

If you don't already have a iFLYP’T LLC Account, you will be prompted to complete the iFLYP’T LLC registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. Your registration data and other information about you are subject to our Privacy Policy.

MODIFICATIONS TO SERVICE

iFLYP’T LLC reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice, provided, however that if you have paid a fee for the use of the iFLYP’T Software, iFLYP’T LLC shall not modify the Service to remove all of the Tracks on which the iFLYP’T Software operates unless iFLYP’T LLC is permanently discontinuing the Service or iFLYP’T LLC reasonably believes that the continued use of the Tracks may expose iFLYP’T LLC to liability. You agree that iFLYP’T LLC shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. iFLYP’T LLC may also impose limits on certain features and services or restrict your access to parts or all of the Service or the iFLYP’T LLC web site without notice or liability.

TERMINATION

Your license to the Software and to access the Service continues until it is terminated by either party. You may terminate this License by discontinuing use of all or any of the Software and by destroying all your copies of the applicable Software. iFLYP’T LLC may terminate this License pursuant to the "Termination" section of the TOS, and immediately upon notice to you with respect to any Track for which iFLYP’T LLC ceases to have sufficient rights to grant the licenses granted in this License, or believes that such a circumstance is likely.

GOVERNMENT END USERS

If the Service and related documentation are supplied to or purchased by or on behalf of the United States Government, then the Service is deemed to be "commercial software" as that term is used in the Federal Acquisition Regulation system. Rights of the United States shall not exceed the minimum rights set forth in FAR 52.227-19 for "restricted computer software." All other terms and conditions of this License apply.

NOTICE

iFLYP’T LLC may provide you with notices, including those regarding changes to this License, by either email, regular mail, or postings on the Service.

GENERAL INFORMATION

Entire Agreement. This License, which includes the TOS, constitutes the entire agreement between you and iFLYP’T LLC and governs your use of the Service, superseding any prior agreements between you and iFLYP’T LLC with respect to the Service. With respect to your use of other authorized iFLYP’T LLC services, affiliate services, affiliate devices or equipment, third-party content, or third-party software, you also may be subject to additional terms and conditions. In the event of any direct conflict between the terms and conditions of this License and those in the TOS, the terms and conditions of this License will control except to the extent that the TOS includes additional terms beyond those of this License.

Assignment. This License is personal to you. You may not assign or otherwise transfer your rights or delegate your obligations under this License, in whole or in part, without iFLYP’T LLC prior written consent. Any attempted assignment by you shall be null and void. iFLYP’T LLC may assign its right and obligations under this License at its sole discretion.

Apple, Inc. Except as set forth below, this License is between you and iFLYP’T, and not with Apple. Apple, and Apple's subsidiaries, are third party beneficiaries of this License, and Apple will have the right (and will be deemed to have accepted the right) to enforce this License against you as a third party beneficiary thereof.

Choice of Law and Forum. This License and the relationship between you and iFLYP’T LLC shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and iFLYP’T LLC agree to submit to the personal and exclusive jurisdiction of the courts located within the city and county of Los Angeles, California.

Waiver and Severability of Terms. The failure of iFLYP’T LLC to exercise or enforce any right or provision of this License shall not constitute a waiver of such right or provision. If any provision of this License is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this License and the TOS shall remain in full force and effect.

Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service, or this License, must be filed within one (1) year after such claim or cause of action arose or be forever barred.

If you have any questions concerning this License, the iFLYP’T Software, or the Service, you may contact iFLYP’T LLC.10209 Santa Monica Boulevard

Los Angeles, CA 90067 (310) 557-0444 telephone