Welcome to GetUPlayed.com (“GUP”). By your use of http://www.getuplayed.com or other web sites owned or operated by DMX, Inc. (the "DMX Sites") and the services provided through or in connection with the DMX Sites, including but not limited to the licensing of any musical material available at the DMX Sites, you agree to be bound by and comply with the following Terms and Conditions of Use. In addition, your use of any of the DMX Sites is subject to the Privacy Policy which is published at http://www.getuplayed.com/privacypolicy. and is incorporated herein by reference and deemed to be made a part of the Terms and Conditions of Use. The Terms and Conditions of Use contain legal obligations and restrictions, and should be read carefully in their entirety. IF YOU DO NOT AGREE TO ANY OF THESE TERMS AND CONDITIONS, YOU MUST IMMEDIATELY DISCONTINUE YOUR USE OF THE DMX SITES.

1. Ownership of Rights
The DMX Sites are owned and operated by DMX, Inc. ("DMX"). All of the content featured, displayed, or made available on or through the DMX Sites, including but not limited to text, graphics, photographs, images, musical compositions, sound recordings, goods, data, meta data, logos, information, and software ("Content") is owned by DMX or its licensors, clients, content providers and registered users. All elements of the DMX Sites are protected by copyright, trademark, service mark, trade dress, moral rights, and other laws as well as international conventions relating to intellectual and other property rights, publicity rights, contractual rights, and rights of privacy.

2. No Unauthorized Copying
Except as expressly permitted under these Terms and Conditions of Use or a written agreement with DMX or one of its subsidiaries, no portion or element of the DMX Sites or the Content may be copied, distributed or retransmitted by any means. The DMX Sites, the Content and all related rights will remain the exclusive property of DMX or its licensors, clients, content providers or registered users.

3. No Unlawful or Prohibited Uses
As a condition of your use of the DMX Sites, you warrant to DMX that you will not use the DMX Sites for any purpose that is unlawful or prohibited by these Terms and Conditions of Use. You agree not to use the DMX Sites in any manner that could damage, disable, overburden or impair the DMX Sites, or interfere with any other party's use and enjoyment of the DMX Sites. You shall not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided through the DMX Sites. You agree not to collect or harvest any personally identifiable information, including account names, from the DMX Sites for any commercial solicitation purposes.

4. Use Restrictions and Termination
Use of the DMX Sites is subject to compliance with these Terms and Conditions of Use. You acknowledge and agree that DMX may permanently or temporarily terminate, suspend, or otherwise refuse to permit you access to the DMX Sites without notice and liability if you fail to comply with or violate any of the Terms and Conditions of Use or any other rules or requirements published by DMX. Any such termination, suspension or refusal shall be in DMX' sole discretion and may occur without prior notice, or any notice. DMX reserves the right to terminate, suspend or refuse access to the DMX Sites for any conduct that DMX in its sole discretion believes is or may be directly or indirectly harmful to other users, to DMX or to its subsidiaries, affiliates, business contractors or content providers, or to other third parties, or for any conduct that violates any local, state, federal or foreign laws, regulations or conventions.

5. Representation as to Content
In the event you shall provide DMX with any Content, you agree that you will not (a) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have legally enforceable permission from the rightful owner to provide such material, nor will you (b) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or be otherwise inappropriate. Any information that you submit to DMX shall be true, accurate, current and complete. By accepting these Terms and Conditions of Use you represent and warrant that all such information submitted by you is true, accurate, current and complete. You are required to maintain and update all such information to ensure that it remains true, accurate, current and complete.

6. Use of Content
You expressly acknowledge and agree that DMX may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to (a) comply with any legal process; (b) enforce these Terms and Conditions of Use; (c) respond to any claims that any Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of DMX, its users and the public.

7. Content Use
You agree not to attempt to, or assist another person to attempt to, circumvent, tamper with, modify, disassemble, decompile, reverse engineer, derive the source code, or otherwise avoid, bypass, remove, deactivate or impair any technological measure that effectively controls access to any Content, or create derivative works from any Content, and you may not copy, distribute, publicly display, or publicly perform any Content except as authorized by these Terms and Conditions. You agree not to modify any Content in any manner or form. You may not use any Content to engage in or allow others to engage in any illegal activity. You may not claim any sponsorship by, endorsement by, or affiliation with DMX. Your use of any Content is subject to the capitalized language below regarding disclaimers of warranties and limitation of liability. TO THE EXTENT DMX MAKES AVAILABLE THROUGH THE DMX SITES CERTAIN MUSIC FILES, INCLUDING MUSICAL COMPOSITIONS AND SOUND RECORDINGS, ALL SUCH MUSIC FILES ARE SUBJECT TO COPYRIGHT AND/OR OTHER INTELLECTUAL PROPERTY PROTECTIONS AFFORDED TO THE OWNERS OF SUCH WORKS. PLEASE BE ADVISED THAT THE UNAUTHORIZED REPRODUCTION, SYNCHRONIZATION, DISTRIBUTION, PUBLIC DISPLAY, PUBLIC PERFORMANCE, OR CREATION OF DERIVATIVE WORKS FROM SUCH WORKS IS STRICTLY PROHIBITED.

8. Enforcement and Indemnification
You agree to indemnify, defend and hold DMX, its officers, employees, shareholders and directors, and its affiliates and content providers (collectively, the "DMX Parties") harmless from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees and costs) incurred by any DMX Party as a result of or in connection with any breach by you, or anyone acting on your behalf, of any of these Terms and Conditions of Use or your unauthorized use of any Content and related rights. DMX shall have the right to pursue all necessary legal actions and equitable relief and will seek all available financial compensation and damages, including claims of statutory copyright damages of up to $150,000 per claim (and such other amounts as may be available in foreign jurisdictions) for each instance of infringement in connection with any Content, should DMX be notified or otherwise become aware of any infringement, or unauthorized or wrongful use, of any Content available through any DMX Site.

9. Disclaimer of Warranties
YOU AGREE THAT YOUR USE OF THE DMX SITES SHALL BE AT YOUR OWN RISK. THE DMX SITES ARE PROVIDED "AS IS" AND DMX EXCLUDES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.

THE FUNCTIONS EMBODIED ON, OR IN THE MATERIALS OF, THE DMX SITES ARE NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION REQUIRED BY YOU DUE TO YOUR USE OF THE DMX SITES. DMX DOES NOT ENDORSE OR MAKE ANY WARRANTY AS TO, NOR IS DMX RESPONSIBLE FOR, THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY OPINION, ADVICE, STATEMENT, INFORMATION OR OTHER CONTENT, OR THE RELIABILITY OF ANY PRODUCTS, SERVICES OR MATERIALS, MADE AVAILABLE ON OR THROUGH THE DMX SITES, NOR WILL DMX BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON ANY CONTENT, INFORMATION, PRODUCTS, SERVICES OR MATERIAL OBTAINED ON OR THROUGH THE DMX SITES.

10. Limitation of Liability and Damages
IN NO EVENT SHALL DMX, ITS OFFICERS, EMPLOYEES, SHAREHOLDERS OR DIRECTORS, OR ANY OF ITS AFFILIATES OR CONTENT PROVIDERS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF YOUR USE OF THE DMX SITES, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF ANY CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF DMX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

11. Links to Other Web Sites
There may be links through the DMX Sites to web sites other than DMX Sites. These web sites are operated and controlled by third parties, and DMX is not responsible for any content, goods or services contained on or made available through such web sites, nor any loss suffered by you in connection with your use of such web sites. You waive any and all claims against DMX regarding inclusion of links to outside web sites or your use of those websites. In addition, by clicking on a link, you agree that DMX is not responsible for the privacy policies of such third party web sites and that it is your responsibility to be aware of and comply with such privacy policies. Please see the DMX Privacy Policy as provided above.

12. Waiver and Amendment; Changes
No action of DMX, other than an express written waiver or amendment, may be construed as a waiver or amendment of any of these Terms and Conditions of Use. Should one or more provisions of these Terms and Conditions of Use be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Moreover, if one or more of the provisions contained in these Terms and Conditions of Use shall be held to be excessively broad as to duration, scope, activity or subject, such provisions shall be construed by limiting and reducing them so as to be enforceable to the maximum extent allowed by applicable law. DMX reserves the right to modify the Terms and Conditions of Use from time to time, for any reason, without notice. Please review these Terms and Conditions of Use from time to time so that you will be apprised of any changes.

13. Governing Law
These Terms and Conditions of Use shall be deemed entered into in the State of Texas, and the validity, interpretation and legal effect of the Terms and Conditions of Use shall be governed by the laws of the State of Texas applicable to contracts entered into and performed entirely within the State of Texas, with respect to the determination of any claim, dispute or disagreement which may arise out of the interpretation, performance, or breach of the Terms and Conditions of Use. The parties agree that any action, suit or proceeding based upon any matter, claim or controversy arising hereunder or relating hereto shall be brought solely in the State Courts of or the Federal Court in the Austin, Texas. The parties hereto irrevocably waive any objection to the venue of the above-mentioned courts, including any claim that such action, suit or proceeding has been brought in an inconvenient forum. Any process in any action or proceeding commenced in the courts of the State of Texas or elsewhere arising out of any such claim, dispute or disagreement may, among other methods, be served upon you or DMX by delivering or mailing the same via registered or certified mail, addressed to you or DMX, as the case may be, at the address the respective party may designate. Unless otherwise designated by DMX, the address of DMX shall be 600 Congress Ave., Suite 1400, Austin, Texas 78701, Attn: General Counsel. Any such delivery or mail service shall be deemed to have the same force and effect as personal service within the State of Texas or the jurisdiction in which such action or proceeding may be commenced. Notwithstanding the foregoing, DMX will have the right to commence and prosecute any legal or equitable action or proceeding before any non-U.S. court of competent jurisdiction to obtain injunctive or other relief in the event that, in the opinion of DMX, such action in necessary or desirable.

14. Claims of Infringement
It is the policy of DMX to respond expeditiously to claims of intellectual property infringement. DMX will promptly process and investigate notices or claims of alleged infringement and will take appropriate actions, including notification and co-operation with third parties, under the Digital Millennium Copyright Act ("DMCA") and other applicable laws and regulations. Upon receipt of any notice of alleged infringement, including notices complying or substantially complying with the DMCA, DMX will act expeditiously to remove or disable access to, or cause the removal or disabling of access to, any reference or link to any material claimed to be infringing or claimed to be the subject or part of infringing activity. DMX will terminate access to the DMX Sites for persons who are repeat infringers. Notices of claimed infringement should be directed to:

General Counsel
DMX, Inc.
600 Congress Ave.,
Suite 1400
Austin, Texas  78701
Tel (512) 380-8500

15. Export Controls
Certain software, and related documentation or technical information, available through the DMX Sites, is subject to applicable laws and regulations of the United States pertaining to export controls. By using such software or related documentation or technical information, you represent and warrant that you are not located in, or under the control of, or a national or resident of, any embargoed country or any country on the U.S. Department of Commerce's Table of Denial Orders. You agree not to export or re-export such software or related documentation or technical information directly or indirectly to any countries that are subject to United State export restrictions.