TERMS OF USE AGREEMENT

This Terms of Use Agreement (“Agreement”) is legally binding between you and RiotVine, Inc. (“RiotVine”), and sets forth the terms for your use of the RiotVine website (the “Site”). The Site is the provider of the mechanism (the “Service”) that permits Users to create Event Listings (“Event Listings”), under certain terms and conditions as set forth in this Agreement. By using the Service, you agree to be bound by this Agreement, whether you are a “Member” (which means that you have registered with the Service) or you are a “Visitor” (which means you have not registered with the Service). The term “User” refers to a Visitor or a Member. You are only authorized to use the Service (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to this Agreement.

This Agreement includes the policy for acceptable use of the Service, your rights, obligations and restrictions regarding your use of the Service, and the RiotVine Privacy Policy.

You may receive a copy of this Agreement by emailing us at: termsofuse@riotvine.com, Subject: Terms of Use Agreement.

Modification of Terms. RiotVine reserves the right, update, revise, or otherwise modify this Agreement from time to time and to impose new or additional rules, policies, terms, or conditions on your use of the Service. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Agreement as “Additional Terms”) will be effective immediately and incorporated into this Agreement. All Additional Terms are hereby incorporated into this Agreement by this reference. RiotVine will inform you as to any such changes, and your continued use of the Site will be deemed to constitute your acceptance of any and all such Additional Terms.

Registration Information. You are entirely responsible for maintaining the confidentiality of your Service registration information, including the user name and password. You agree not to use the account, user name, or password of another Member at any time without authorization, or to disclose your password to any third party. You agree to notify RiotVine immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.

Personal Information and Security. You agree to provide true, accurate, current and complete information about yourself, including verifying that you are thirteen (13) years or older, as prompted by the registration process (such information being the “Registration Information”). By using the Service, you represent and warrant that (i) all registration information you submit is truthful and accurate, (ii) you will maintain the accuracy of such information, and (iii) you are 13 years of age or older. During the registration process to use the Service, you will create a password and a user name. Once you have completed the registration process, RiotVine will set up an account for you. You are solely and entirely responsible for maintaining the confidentiality of your password and user name. Furthermore, you are solely and entirely responsible for any and all activities that occur under your account.

You agree that RiotVine may use your personal information, including without limitation, to: (i) Deliver to you RiotVine’s Service, and to communicate with you, including concerning your account and customer service issues; (ii) determine if you meet the minimum system requirements to use the Site; (iii) ask you to participate in surveys about music, services, news and events; (iv) provide you with content, services, instructions, and a more personalized experience based on personal information, such as your zip/postal code and any content or other preferences you provide; and (v) provide you with news, free newsletters, updates, targeted advertising, promotions and other related offers.

RiotVine does not knowingly use your personal information for purposes incompatible with those listed above. However, you acknowledge and agree that RiotVine may sell, rent, or share your non-personally-identifiable information to a third party. The third party’s use of such information is governed by the privacy policy of the third party and RiotVine’s use is governed by RiotVine’s privacy policy. By your use of the Service, you expressly agree that RiotVine is not liable to you, or responsible for, the alleged improper or misuse by any such third party of this non-personally-identifiable information. RiotVine also may disclose relevant information about RiotVine’s customers to its contractors in order for the contractors to provide specific services for RiotVine. RiotVine’s contractors are bound by strict contractual requirements to keep all personal information they process strictly confidential and to use such information solely on behalf of RiotVine.

RiotVine may disclose your personal information if required to do so by law or in the good faith belief that such action is necessary to: (i) confirm to the edicts of the law; (ii) comply with the order of a competent judicial authority in any jurisdiction; (iii) comply with legal process served on RiotVine; (iv) protect and defend the rights or property of RiotVine; or (v) act in urgent circumstances to protect the personal safety of users of the Site, the Service, or the public at large.

Acknowledgement of Ownership. RiotVine Content. The Service contains proprietary information and material, including but not limited to graphics, audio clips, and editorial content (“RiotVine Content”), that is owned by RiotVine and/or its licensors, and that is protected by copyright, trademark, patent, trade secret and other laws. RiotVine and/or its licensors own and retain all rights, including the worldwide copyright, in the RiotVine Content and the Service solely and exclusively, for the duration of the rights in each country, in all languages, and throughout the universe. You agree that you shall not use the RiotVine Content in any way whatsoever except per your use of the Service in compliance with the terms of this Agreement. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the RiotVine Content or the Service, in any manner, and you shall not exploit the RiotVine Content or the Service in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity.

RiotVine Trademarks. RiotVine, the RiotVine logo, and other RiotVine trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or registered trademarks of RiotVine, Inc. in the United States and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with the Service may be the trademarks of their respective owners. You are granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks.

User Content. To the extent that you own the rights, including the worldwide copyright, in and to the text, files, images, photos, video, sounds, musical works, works of authorship, or any other materials (collectively, “User Content”) that you post to the Site, you retain those rights solely and exclusively, for the duration of the rights in each country, in all languages, and throughout the universe. By displaying or publishing (“posting”) any User Content on or through the Service, you hereby grant to RiotVine a limited, non-exclusive license to use, modify, publicly perform, publicly display, reproduce, and distribute such User Content solely on and through the Service. This license will terminate at the time you remove the User Content from the Site.

Conditions of Use. 1. Your use of the Site is conditioned upon your prior acceptance of the terms of this Agreement. 2. You agree that you will neither attempt to nor encourage or assist any other person to circumvent or modify any security technology or software that is part of the Site. 3. You shall not access or attempt to access any account that you are not authorized to access. You agree not to attempt to modify and/or to modify the Site in any manner or form, or obtain unauthorized access to the Service. Violations of system or network security may result in civil or criminal liability. 4. You shall not post any User Content or create any Campaign that: a. is patently offensive; b. promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; c. harasses or advocates harassment of another person; d. contains nudity, violence, or offensive subject matter or contains a link to an adult website; e. solicits personal information from anyone under 18; f. promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; g. promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files; h. involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, “spimming,” or “spamming”; i. contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page); j. furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; k. solicits passwords or personal identifying information for commercial or unlawful purposes from other Users; l. involves commercial activities and/or sales without RiotVine’s prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; or, m. includes a photograph of another person that you have posted without that person's consent. 5. You are entirely responsible for maintaining the confidentiality of your Registration Information. You agree not to use the account, user name, or password of another Member at any time or to disclose your password to any third party. You agree to notify RiotVine in writing immediately if you suspect any unauthorized use of or access to your account. You are solely responsible for any and all use of your account. 6. RiotVine reserves the right to review materials posted to the Site and to remove any materials in its sole discretion without notice or liability. 7. RiotVine has the right, but not the obligation, to monitor any information and materials submitted or posted by you or otherwise available on the Service, to investigate any reported or apparent violation of this Agreement, and to take any action that RiotVine in its sole discretion deems appropriate. 8. RiotVine reserves the right to terminate your access to the Site at any time without notice for any reason whatsoever.

Copyright Policy. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is the policy of RiotVine to terminate Membership privileges of any Member who repeatedly infringes the copyright rights of others upon receipt of prompt notification to RiotVine by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Site in a way that constitutes copyright infringement, please provide RiotVine with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Site; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. RiotVine’s agent for notice of claims of copyright infringement can be reached as follows: Copyright Agent, RiotVine, Inc., 39 Dickinson St, Cambridge, MA 02139; telephone: 617-888-4930; Attn: Copyright Agent; and email: copyright@riotvine.com.

Privacy. Use of the Site is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference.

Disclaimers. RiotVine is not responsible for any actions or inactions on the part of any User. RiotVine is not responsible for any incorrect or inaccurate material posted on the Site or in connection with the Service, whether caused by Users or by any of the equipment or programming associated with or utilized in the Site.

The Site may contain links to third party websites. You acknowledge and agree that RiotVine is not responsible for the content of, or the accuracy or opinions expressed on such websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by RiotVine. Inclusion of any linked website on the Site does not imply approval or endorsement of the linked website by RiotVine. When you access these third-party sites, you do so at your own risk. RiotVine is not responsible for the conduct, whether online or offline, of any User of the Site.

RiotVine assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication. RiotVine is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on the Site or combination thereof, including any injury or damage to Users or to any person’s computer related to or resulting from participation or downloading materials in connection with the Site.

Under no circumstances will RiotVine be responsible for any loss or damage, including personal injury or death, resulting from use of the Site or the Service, from any content posted on or through the Site, or from the conduct of any Users of the Site, whether online or offline. The Site is provided “AS-IS” and as available and RiotVine expressly disclaims any warranty of fitness for a particular purpose or non-infringement. RiotVine cannot guarantee and does not promise any specific results from use of the Site or the Service.

Limitation on Liability.

RiotVine DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME RiotVine MAY REMOVE THE SERVICE FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICE AT ANY TIME, WITHOUT NOTICE TO YOU.

YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS (EXCEPT AS EXPRESSLY STATED BY RiotVine) PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.

IN NO CASE SHALL RiotVine, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY OF THE SERVICE OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, RiotVine’s LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

RiotVine SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICE, BUT YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND RiotVine HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

RiotVine DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND RiotVine DISCLAIMS ANY LIABILITY RELATING THERETO. YOU SHALL BE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM.

Waiver and Indemnity. By using the Service, you agree to indemnify and hold RiotVine, its directors, officers, employees, affiliates, agents, contractors, licensors, and subsidiaries harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Service in violation of this Agreement and/or arising from a breach of this Agreement or your violation of any law or the rights of a third party.

If you have a dispute with one or more Users, you release RiotVine and its directors, offices, employees, affiliates, agents, contractors, licensors, and subsidiaries from claims, losses, liability, demands or damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

Governing Law. The laws of the Commonwealth of Massachusetts, USA, without regard to conflict of law provisions, govern this Agreement and your use of the Service. You agree to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in the Commonwealth of Massachusetts for any claim or dispute with RiotVine or in any way relating to or arising from your use of the Service.

No Agency. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

Other. These Terms of Use constitute the entire agreement between RiotVine and you and govern your use of the Service, superseding any prior agreements between RiotVine and you. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software. If any part of these Terms of Use 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 shall remain in full force and effect. RiotVine’s failure to enforce any right or provisions in these Terms of Use will not constitute a waiver of such provision, or any other provision of these Terms of Use. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the other provisions will remain in full force and effect. RiotVine will not be responsible for failures to fulfill any obligations due to causes beyond its control.

Please contact us at termsofuse@riotvine.com with any questions regarding this Agreement.