TERMS OF USE AGREEMENT

IMPORTANT NOTICE FOR RESIDENTS OF NORTH AMERICA ONLY: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED BELOW

PARENTAL ADVISORY
IF YOU ARE A USER BETWEEN THE AGES OF 13 AND 17, PLEASE REVIEW THESE TERMS OF USE WITH YOUR PARENTS. THE LIVEXLIVE SERVICES AND CONTENT (AS DEFINED HEREIN) ARE INTENDED FOR USERS WHO ARE AT LEAST 13 YEARS OF AGE OR OLDER. BECAUSE THE SERVICES MAY PROVIDE ACCESS TO EXPLICIT CONTENT INCLUDING STRONG LANGUAGE OR DEPICTIONS OF VIOLENCE, SEX OR SUBSTANCE ABUSE, PARENTAL DISCRETION IS ADVISED FOR ALL USERS AGES 13 TO 17. THIS AGREEMENT CONTAINS WARRANTY AND LIABILITY DISCLAIMERS. IF YOU DO NOT AGREE TO THESE TERMS OF USE CONTAINED IN THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE SERVICES.

LiveXLive is operated by LiveXLive, Corp and its affiliates ("LiveXLive", "we", "our" or "us"). Please read this Terms of Use Agreement ("Terms of Use") carefully, as it constitutes legally binding terms and conditions and applies to your use of

  1. the website located www.livexlive.com and all corresponding web pages ("Site"),
  2. LiveXLive mobile, web, console, desktop and other applications (e.g., Apple iOS Apps, etc.) (collectively and individually, "LiveXLive App"), and
  3. any other content, applications, features, functionality, information and services offered by us though the Site and/or the LiveXLive App, including, without limitation, subscription music services, viral, embeddable or application/device-based features and related technology (e.g., mobile, web, console, desktop and other APIs, widgets, plugins, applications, etc.) (collectively, "Services").

These Terms of Use apply whether you are accessing the Services via a wireless or mobile device, a personal computer or any other technology or device.

These Terms of Use apply to all users of the Services, whether or not you have registered for same ("User", "you" or "your"), and by using the Services you expressly understand, acknowledge and agree to comply with these Terms of Use and any additional terms and conditions that we may provide to you in connection with your use of or access to same, including, without limitation, in connection with related technology (e.g., widgets, plugins, applications, etc.) and other products and services we may offer or make available to you ("Additional Terms"). The Services may also provide rules of participation for certain activities and services, including, without limitation, contests, sweepstakes and other initiatives ("Rules "). The Services' Privacy Policy ("Privacy Policy"), the Additional Terms and the Rules are hereby incorporated into these Terms of Use by reference as though fully set forth herein. To the extent that there is a conflict between these Terms of Use and the Additional Terms, the Additional Terms shall govern. To the extent that there is a conflict between these Terms of Use and the specific Rules for the activity in which you choose to participate, the Rules shall govern. To the extent that there is a conflict among the Terms of Use, the Additional Terms and/or the Rules, the following order of precedence shall apply: first, the Rules, second, the Additional Terms, and third, the Terms of Use.

1. SERVICES.

Subject to the terms and conditions herein, the Services shall enable Users to access certain features, functionality, information and services provided by us and/or our affiliates, which may include, without limitation, providing Users with the ability to

  1. access, view and embed certain audio- visual content (including, without limitation, certain music videos and live performance video);
  2. create personal playlists and/or access playlists that have been created by other Users; and,
  3. access personalized information and content regarding music, artists and bands, such as recommendations, suggestions and notifications regarding audio-visual content, playlists and other related products and services.

2. ELIGIBILITY.

By using the Services, you represent, warrant and covenant that

  1. you are 13 years of age or older and reside in the United States of America, its territories and possessions (the "U.S.");
  2. your use of the Services does not violate these Terms of Use, any applicable law, rule or regulation, or any applicable terms, conditions or requirements promulgated by any provider of a Third-Party Platform (as defined herein); and
  3. all information you submit to LiveXLive is truthful and accurate and you shall maintain and promptly update the accuracy of such information.

Certain features of the Services may be subject to heightened age and/or other eligibility requirements and restrictions. If you are a user between the ages of 13 and 18, please review these Terms of Use with your parent or guardian. Your parent or guardian should agree to these Terms of Use on your behalf and parental discretion is advised for all users under the age of 18.

Further, if you provide information that is untrue, inaccurate, not current or incomplete, or LiveXLive suspects that such information is untrue, inaccurate, not current or incomplete, LiveXLive has the right to suspend or terminate your registration (in whole or in part) and refuse any and all current or future use of the Services (or any portion thereof), in our sole discretion, with or without notice to you, and without liability or obligation to you or any third party.

3. MODIFICATIONS.

We may modify these Terms of Use, including Additional Terms , Rules, and Privacy Policy from time to time, and at any time, in our sole discretion. If we make material changes to these Terms of Use or any incorporated terms, such modification will be effective after we send you notice of the modified agreement(s). The form of such notice is at our discretion, and may include posting or displaying material changes on the Services, notification via email, or other electronic means. Your failure to cancel your User Account (as defined herein), or cease use of the Services, after receiving notification of the modification, will constitute acceptance of the modified terms. If you do not agree to the modified terms, your only remedy is to cancel your account or cease your use of the Services.

4. TERM; SURVIVAL.

These Terms of Use, and any posted revision or modification thereto, shall remain in full force and effect while you use the Services or maintain a User ID or User Account (as defined herein). You may terminate your use of or registration to the Services at any time, for any reason, and LiveXLive may terminate your use of or registration to the Services at any time, for any or no reason, with or without prior notice or explanation, and without liability or obligation to you or any third party. IF LIVEXLIVE TERMINATES YOUR USE OF OR REGISTRATION TO THE SERVICES BECAUSE YOU HAVE BREACHED THESE TERMS OF USE, YOU SHALL NOT BE ENTITLED TO A REFUND OF ANY UNUSED PORTION OF ANY FEES, PAYMENTS OR OTHER CONSIDERATION.

The following provisions will survive termination or expiration of these Terms of Use: (i) Section 4 (Term/Survival); (ii) Section 8 (Content Rights); (iii) Section 9 (Digital Millennium Copyright Act); (iv) Section 10 (User Postings); (v) Section 13 (Legal Disputes and Arbitration Agreement); (vi) Section 15 (Assignment); (vii) Section 16 (Indemnity); (viii) Section 17 (Disclaimer and Limitation of Liability); (ix) Section 18 (Governing Law; Miscellaneous).

5. REGISTRATION OF USER ACCOUNT.

In order to access and use certain content, features and functionality of the Services, we may require that you (a) register for the applicable Services, whether on the Site, the LiveXLive App, a Third-Party Platform or otherwise, including, in some instances, creating and/or providing a username and password combination ("User ID") and (b) provide to us and/or make available (e.g., via Third-Party Platform permissions and consents, etc.) certain information, as disclosed in our Privacy Policy, which, together with your User ID, shall be defined as your "User Account."

If you create a User Account, you are responsible for maintaining the strict confidentiality of your User ID, and you shall be responsible for any access to or use of the Services by you or any person or entity using your User ID or User Account, whether or not such access or use has been authorized by you or on your behalf, and whether or not such person or entity is your employee or agent. You agree to immediately notify LiveXLive of any unauthorized use of your User ID or User Account. It is your sole responsibility to

  1. control the dissemination and use of your User ID and User Account,
  2. control access to your User ID and User Account, and
  3. cancel your User Account on the Services.

We reserve the right to deny access, use and registration privileges to any User of the Services if we believe there is a question about the identity of the person trying to access any account or element of the Services. LiveXLive shall not be responsible or liable for any loss or damage arising from your failure to comply with this Section 5.

6. USER CONDUCT.

You are solely responsible for your conduct on and in connection with the Services. We want to keep the Services safe and fun for everyone and the use of the Services for unlawful or harmful activities is not allowed. You represent, warrant and agree that, while using the Services, you shall not:

  1. intentionally or unintentionally engage in or encourage conduct that would violate any applicable local, state, national or international law, rule, regulation, judicial or government order or treaty or give rise to civil liability or violate or infringe upon any intellectual property, proprietary, privacy, moral, publicity or other rights of ours or of any other person or entity;
  2. submit, post, email, display, transmit or otherwise make available on, through or in connection with the Services any material or take any action that is or is likely to be unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy or publicity rights, harassing, profane, obscene, vulgar or that contains explicit or graphic imagery, descriptions or accounts of excessive violence or sexual acts (including, without limitation, sexual language of a violent or threatening nature directed at another individual or group of individuals), contains a link to an adult website or is patently offensive, promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
  3. submit, post, email, display, transmit or otherwise make available on, through or in connection with the Services any material that you do not have a right to make available under any law, rule or regulation or under contractual or fiduciary relationships , or otherwise creates a security or privacy risk for any other person or entity;
  4. engage in or encourage conduct that affects adversely or reflects negatively on LiveXLive or its affiliates, the Services, our goodwill, name or reputation or causes duress, distress or discomfort to us or anyone else, or discourage any person or entity from using all or any portion, features or functions of the Services, or from advertising, linking or becoming a supplier to us in connection with the Services;
  5. submit, post, email, display, transmit or otherwise make available on, through or in connection with the Services any material that contains a software virus, worm, spyware, Trojan horse or other computer code, file or program designed to interrupt, impair, destroy or limit the functionality of any computer software or hardware or telecommunications equipment in any manner;
  6. except as expressly permitted herein, use the Services for commercial or business purposes, whether or not for financial or any other form of compensation or through linking with another website or web page;
  7. modify, disrupt, impair, alter or interfere with the use, features, function, operation or maintenance of the Services or the rights or use or enjoyment of the Services by any other User;
  8. impersonate any person or entity, including, without limitation, a LiveXLive official, or falsely state or otherwise represent your affiliation with a person, entity or User Posting (as defined herein), transmit or otherwise make available on, thru, or in connection with the Services false or misleading indications of origin, information or statements of fact;
  9. forge headers or otherwise manipulate identifiers to disguise the origin of any content transmitted on, through or in connection with the Services, including User Postings (as defined herein);
  10. solicit User passwords or Personal Information (as defined in the Privacy Policy) for commercial or unlawful purposes, solicit Users for commercial or unlawful purposes, or engage in spamming, flooding, harvesting of email addresses or other personal information, "spidering", "screen scraping,", "phishing", "database scraping," or any other activity with the purposes of obtaining lists of Users or other information; or
  11. use or launch any automated systems, including, without limitation, "spiders," "robots," "offline readers," or similar data-gathering and extraction tools that access the Site and/or Services.

Any violation of these provisions may result in the immediate termination of your right to use the Services. You agree that you have the authority, under the laws of the state or jurisdiction in which you reside, to provide these representations

Notwithstanding the foregoing, LiveXLive grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of, and solely to the extent necessary for, creating publicly available searchable indices of the materials, but not caches or archives of such materials.

LiveXLive reserves the right to revoke these exceptions either generally or in specific cases.
LiveXLive reserves the right to investigate and take appropriate legal action against anyone who, in LiveXLive's sole discretion, violates, or is suspected of violating, this Section 6, including, without limitation, reporting you to law enforcement authorities.

7. SECURITY.

The Services utilize technology to protect transmitted digital information, including but not limited to Content (as defined herein). Your use of the Services may be limited by such technology. You acknowledge that, from time to time, LiveXLive may modify or discontinue using such technology. IF YOU ATTEMPT TO VIOLATE OR CIRCUMVENT ANY SYSTEM OR NETWORK SECURITY COMPONENTS OR TECHNOLOGY, YOUR ACCESS TO THE SITE MAY BE TERMINATED AND YOU MAY BE SUBJECT TO CIVIL OR CRIMINAL LIABILITY.

8. CONTENT RIGHTS.

As between you and LiveXLive, LiveXLive owns, solely and exclusively, all right, title and interest in and to the Services and all content contained and/or made available on, through or in connection therewith (the "Content"), subject to the exclusions for User Postings discussed in Section 10, below. All such Content is protected, without limitation, under U.S. Federal and State, as well as applicable foreign laws, rules, regulations and treaties. The term "Content" includes, without limitation, all video (and the sound recordings and musical compositions embodied therein), artwork, photographs, illustrations, graphics, logos, copy, lyrics, text, computer code, data, user interfaces, visual interfaces, information, materials, and all copyrightable or otherwise legally protectable elements of the Services, including, without limitation, the design, selection, sequence, look and feel, and arrangement of the Services, and any copyrights, trademarks, service marks, trade names, trade dress, patent rights, database rights and/or other intellectual property and/or proprietary rights therein (including with respect to any content contained and/or made available in any advertisements or information presented to you via the Services).

Except as expressly set forth herein, the Services are to be used solely for your noncommercial, non-exclusive, non-assignable, non-transferable and limited personal use and for no other purposes. You must not alter, delete or conceal any copyright, trademark, service mark or other notices contained on the Services . Except as authorized by these Terms of Service and/or set forth in Additional Terms (e.g., Services that allow for the use of embeddable or viral features, etc.), you shall not, nor shall you allow any third party (whether or not for your benefit or otherwise) to, reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third-party website or platform), or otherwise use any Content without the express, prior written consent of LiveXLive . Any unauthorized or prohibited use of any Content may subject you to civil liability, criminal prosecution, or both, under applicable federal, state, local laws, or applicable foreign laws, rules, regulations and treaties.

We require users to respect our copyrights, trademarks, and other intellectual property rights and shall aggressively enforce the same to the fullest extent of the law, including seeking criminal prosecution. We likewise respect the intellectual property of others. If you believe that the Services contains elements that infringe your copyrights in your work, please follow the procedures set forth in Section 9 below. Moreover, the framing or scraping of or in-line linking to the Services or any Content contained thereon and/or the use of webcrawler, spidering or other automated means to access, copy, index, process and/or store any Content made available on or through the Services other than as expressly authorized by us is prohibited. You further agree to abide by exclusionary protocols (e.g., Robot.txt, Automated Content Access Protocol (ACAP), etc.) used by us in connection with the Services.

9. DIGITAL MILLENNIUM COPYRIGHT ACT.

If you are a copyright owner or an agent thereof and believe that any content or User Postings (as defined herein) on the Services infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing (as set forth below) the following information in writing (see 17 U.S.C. 512(c)(3) for further details):

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Services are covered by a single notification, a representative list of such works on the Services;
  3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information sufficient to permit us to locate the material;
  4. Information to permit us to contact you, such as an address, telephone number, and, if applicable, e-mail address;
  5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
  6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Written notification of claimed infringement must be submitted to our Copyright Agent at contact@livexlive.com . You may also submit notifications pursuant to this Section by mail, to LiveXLive Copyright Agent, LiveXLive 269 South Beverly Drive Suite #1450, Beverly Hills, CA 90212. You acknowledge and agree that if you fail to comply with all of the requirements of this Section 9, your request to remove the material at issue may not be valid.

If you believe that materials you uploaded or posted on the Services was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to applicable law, to make such materials available to LiveXLive for use on the Services, you may send a counter-notice containing the following information to our Copyright Agent:

  1. Your physical or electronic signature;
  2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled ;
  3. A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of a mistake or a misidentification of the material; and
  4. Your name, address, telephone number, and, if applicable, e-mail address, and a statement that you shall accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by our Copyright Agent, LiveXLive will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the provider of the material or the User, the removed material may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at LiveXLive's sole discretion.

10. USER POSTINGS.

The Services may provide you and other Users with an opportunity to participate in blogs, web communities and other message, comment and communication features and may provide you with the opportunity to submit, post, email, display, transmit or otherwise make available photographs, graphics, comments, reviews, links, materials, ideas, opinions, messages, playlists and other information via the Services (each, a "User Posting", and collectively, "User Postings"). By submitting User Postings, you acknowledge and agree that the term "User Posting" also includes, without limitation, and refers to all of the information you submit or we may receive that is related to your User Posting.

You understand, acknowledge and agree that all User Postings are the sole responsibility of the User that submitted the User Posting. This means that you are solely and entirely responsible for the consequences of all User Postings that you submit, upload, post, email, display, transmit or otherwise make available.

User Postings do not reflect the views of LiveXLive and you understand that by using the Services, you may be exposed to other people's User Postings that could be offensive, indecent or objectionable and, as such, LiveXLive does not guarantee the accuracy, integrity, quality or content of any User Postings. Under no circumstances shall LiveXLive be liable in any way for User Postings, including, without limitation, errors or omissions in any User Postings, or any loss or damage of any kind incurred as a result of any User Postings submitted, uploaded, posted, emailed, displayed, transmitted or otherwise made available, including as set forth in Section 17, below.

We have the right, but not the obligation, to review any User Posting and to delete, remove, move, edit or reject, without notice to you, for any reason or for no reason whatsoever,; provided, however, that LiveXLive shall have no obligation or liability to you or any third party for failure to do so or for doing so in any particular manner.

You grant to LiveXLive the unqualified, unrestricted, unconditional, unlimited, worldwide, non-exclusive, irrevocable, perpetual and royalty-free right, license, authorization and permission, in any form or format, on or through any media or medium and with any technology or devices now known or hereafter developed or discovered, in whole or in part, to host, cache, store, maintain, use, reproduce, distribute, display, exhibit, perform, publish, broadcast, transmit, modify, prepare derivative works of, adapt, reformat, translate, and otherwise exploit all or any portion of your User Posting , for any purpose whatsoever (including, without limitation, for any promotional purposes) without accounting, notification, credit or other obligation to you, and the right to license and sub-license and authorize others to exercise any of the rights granted hereunder to LiveXLive, in our sole discretion. For the avoidance of doubt, the rights, licenses and privileges described in these Terms of Use and granted to LiveXLive shall commence immediately upon submission of your User Posting and shall continue thereafter perpetually and indefinitely, regardless of whether or not you use the Services or have created or maintain a User Account or User ID.

LiveXLive does not acquire any title or ownership rights in User Postings. After you submit, post, email, display, transmit or otherwise make available any User Posting on or in connection with the Services, you continue to retain any such rights that you may have in such User Posting, subject to the rights, licenses and privileges granted herein. You also represent, warrant and covenant that

  1. you own the User Posting or otherwise have the right to grant the rights, licenses and privileges described in these Terms of Use and to perform and comply with all of the requirements set forth herein;
  2. your submission, uploading, posting, emailing, displaying, transmission and/or making available of User Postings does not violate these Terms of Use, any rights of any other party or entity, any of your obligations, any law, rule or regulation or infringe upon, misappropriate or violate any intellectual property, proprietary, privacy, moral, publicity or other rights of any party or entity;
  3. you are not a minor and you have the legal right and capability to enter into these Terms of Use and perform and comply with all of its terms and conditions or, if you are a minor, your parent or legal guardian has agreed to these Terms of Use on your behalf; and
  4. you hold and shall continue to hold all the ownership, license, proprietary and other rights necessary to enter into, authorize, grant rights and perform your obligations under these Terms of Use and shall pay for all royalties, fees, and any other monies owing to any person or entity by reason of your User Postings.

11. THIRD-PARTIES.

Some of the Services may be dependent on and/or interoperate with third-party owned and/or operated platforms and services, including those that are found on or through the Services or a hyperlinked site (e.g., Apple (iTunes, etc.), Facebook, Twitter, etc.). All such platforms and services are defined as "Third-Party Platforms". Third Party Platforms may require that you be a registered member and provide certain account credentials and other information to access their services, or aspects of the Services provided by LiveXLive with the Third-Party Platform. Such Third-Party Platforms, in addition to providing application hosting, content distribution, promotions, advertisements, support and other related services (collectively, "Third-Party Services"), may provide us with certain additional information about you, as disclosed and subject to the terms and conditions of our Privacy Policy, available here. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each Third-Party Platform you use.

Your dealings with, or participation in promotions of, any Third-Parties on or through the Services are solely between you and the Third Party (not LiveXLive). Your participation in Third-Party Services may be subject to any terms and conditions the Third Party may impose.

LiveXLive does not verify, endorse or have any obligations, responsibility, or control over Third-Party Platforms, Third-Party Services, websites operated by Third Parties, or Third-Party business practices, including as set forth below in Section 17. LiveXLive is not responsible for the accuracy of reliability of Third-Party contents, Third-Party Services, Third-Party products, or communications with Third Parties.

12. FEES.

We may make certain fee-based products and/or services available to Users of the Services. For example, you may be able to order certain music-related products and/or licenses through the Services. Additional Terms may apply to your use of, access to and purchase of such fee-based products or services and such Additional Terms are incorporated herein by reference. You may only purchase such fee-based products and/or services if, and you hereby represent, warrant and agree that

  1. you are 18 years of age or older and a resident of the U.S. and
  2. you shall pay in full the prices and fees (including, without limitation, all applicable taxes) for any purchases you, or anyone using your User Account, make via credit, debit or charge card or other payment means acceptable to LiveXLive concurrent with your online order. If payment is not received by us from your credit, debit or charge card issuer or its agents or other payment service provider, you agree to promptly pay all amounts due upon demand by us.

13. LEGAL DISPUTES AND ARBITRATION AGREEMENT FOR USERS IN THE UNITED STATES AND CANADA.

Please Read the Following Clause Carefully - It May Significantly Affect Your Legal Rights, Including Your Right to File a Lawsuit in Court

Initial Dispute Resolution. We are available by email at contact@livexlive.com to address any concerns you may have regarding your use of the Service. Most concerns may be quickly resolved in this manner. Each of you and we agree to use best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.

Agreement to Binding Arbitration. If we do not reach an agreed upon solution within a period of thirty (30) days from the time informal dispute resolution is pursued pursuant the immediately preceding paragraph, then either party may initiate binding arbitration. All claims arising out of or relating to these Terms of Service (including their formation, performance and breach), your and our relationship and/or your use of the Service shall be finally settled by binding arbitration administered by JAMS, in accordance with the JAMS Streamlined Arbitration Rules and Procedures, excluding any rules or procedures governing or permitting class actions. Each party will have the right to use legal counsel in connection with arbitration at its own expense. You and we shall select a single neutral arbitrator in accordance with the JAMS Streamlined Arbitration Rules and Procedures. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms of Service, including, but not limited to, any claim that all or any part of these Terms of Service is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be in writing and provide a statement of the essential findings and conclusions, shall be binding on you and us and may be entered as a judgment in any court of competent jurisdiction. The interpretation and enforcement of these Terms of Service shall be subject to the Federal Arbitration Act.

The JAMS rules governing the arbitration may be accessed at https://www.jamsadr.com/adr-rules-procedures. If you initiate arbitration, to the extent the filing fee for the arbitration exceeds Two Hundred and Fifty U.S. Dollars ($250.00), we will pay the additional cost. If we are required to pay the additional cost of the filing fees, you should submit a request for payment of fees to JAMS along with your form for initiating the arbitration, and we will make arrangements to pay all necessary fees directly to JAMS. We will also be responsible for paying all other arbitration costs arising in connection with the arbitration, other than costs incurred by you for legal counsel, travel and other out-of-pocket costs and expenses not constituting fees or amounts payable to JAMS. You will not be required to pay fees and costs incurred by us if you do not prevail in arbitration. We will also pay JAMS to reimburse you for any portion of the $250 filing fee that is more than what you would otherwise have to pay to file suit in a court of law.

You and we understand that, absent this mandatory provision, you and we would have the right to sue in court and have a jury trial. You and we further understand that the right to discovery may be more limited in arbitration than in court.

Class Action and Class Arbitration Waiver. You and we each further agree that any arbitration shall be conducted in our respective individual capacities only and not as a class action, and you and we each expressly waive our respective right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and you and we shall be deemed to have not agreed to arbitrate disputes.

Exception - Small Claims Court Claims. Notwithstanding your and our agreement to resolve all disputes through arbitration, either you or we may seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction.

Exception - California Private Attorneys General Act (PAGA) Action. Notwithstanding your and our agreement to resolve all disputes through arbitration, either you or we may seek relief in a court of law for a claim arising under California's Private Attorneys General Act.

30 Day Right to Opt-Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out by emailing us at contact@livexlive.com. The notice must be sent within thirty (30) days of your agreement to these Terms of Use , otherwise you shall be bound to arbitrate disputes in accordance with the terms of this Section. If you opt-out of these arbitration provisions, we also will not be bound by them.

Exclusive Venue for Litigation. To the extent that the arbitration provisions set forth above do not apply or if you have opted out of arbitration, you and we agree that any litigation between you and us shall be filed exclusively in state or federal courts located in the State of California and County of Los Angeles (except for small claims court actions which may be brought in the county where you reside). You and we expressly consent to exclusive jurisdiction in California for any litigation other than small claims court actions. In the event of litigation relating to these Terms of Service or the Service, you and we agree to waive, to the maximum extent permitted by law, any right to a jury trial, except where a jury trial waiver is not permissible under applicable law.

Limitations Period for Claims. No action arising out of these Terms of Use or your use of the Services, regardless of form or the basis of the claim, may be brought by you more than one year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose).

14. DATA AND WIRELESS ACCESS CHARGES.

Certain LiveXLive Apps and other Services may require data access, and the provider of data access (e.g., network operator, wireless carrier, etc.) for your device may charge you data access fees in connection with your use of such LiveXLive Apps and other Services, including, without limitation, wireless carrier messaging and other communication, messaging and data fees and charges. Under no circumstances will LiveXLive be responsible for any such data access fees and charges in connection with your use of any LiveXLive Apps or other Services, including wireless internet, email, text messaging or other charges or fees incurred by you (or any person that has access to your device, telephone number, email address, User Account or other similar information). Further, the use or availability of certain LiveXLive Apps and other Services may be prohibited or restricted by your wireless carrier and/or data access provider, and not all LiveXLive Apps and other Services may work with all wireless carriers, networks, platforms, services or devices.

15. ASSIGNMENT.

These Terms of Use, and any rights, licenses and privileges granted herein, may not be transferred or assigned by you without LiveXLive's prior written consent. We may freely assign or transfer these Terms of Use. These Terms of Use (including all incorporated terms) inures to the benefit of and is binding upon you and us, and our respective legal representatives, successors, and assigns.

16. INDEMNITY.

You agree to release, defend, indemnify and hold harmless LiveXLive, its successors and assigns, directors, officers, employees, representatives, agents, licensors, related companies, suppliers, licensors, service providers, affiliates, and partners, and the officers, directors, employees, agents, and representatives of each of them (collectively, the "LiveXLive Entities") from any and all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees), arising in any way out of or in connection with:

  1. your use of the Services,
  2. your breach or violation these Terms of Use or
  3. your User Postings;
  4. Third-Party Platforms, Third-Party Services, or your relationship with any Third Party.

We will promptly notify you of any such claim. LiveXLive Entities reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and all negotiation for its settlement or compromise (as applicable), and in each such case, you agree to fully cooperate with us upon our request.

17. DISCLAIMER AND LIMITATIONS OF LIABILITY.

PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF LIVEXLIVE ENTITIES TO YOU.

  1. THESE SERVICES, AND ALL CONTENT, PRODUCTS, SERVICES AND USER POSTINGS MADE AVAILABLE ON, THROUGH OR IN CONNECTION THEREWITH, ARE MADE AVAILABLE ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THE SERVICES WILL BE AVAILABLE FOR USE, OR THAT ALL PRODUCTS, FEATURES, FUNCTIONS, SERVICES OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED. WITHOUT LIMITING THE FOREGOING, LIVEXLIVE ENTITIES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, TITLE, ACCURACY AND COMPLETENESS, UNINTERRUPTED OR ERROR-FREE SERVICE, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USAGE. YOU AGREE THAT LIVEXLIVE ENTITIES ARE NOT RESPONSIBLE OR LIABLE FOR ANY MALICIOUS CODE, DELAYS, INACCURACIES, ERRORS, OR OMISSIONS ARISING OUT OF YOUR USE OF THE SERVICES. LIVEXLIVE ENTITIES DO NOT WARRANT THAT THE SITE, ITS SERVERS, OR E-MAIL SENT FROM LIVEXLIVE ENTITIES ARE FREE OF VIRUSES, INTERFERENCE, HACKING OR OTHER HARMFUL COMPONENTS AND LIVEXLIVE ENTITIES DISCLAIM ANY LIABILITY RELATING TO SUCH CONDUCT.
  2. LIVEXLIVE ENTITIES FURTHER RESERVE THE RIGHT, WITH OR WITHOUT PRIOR NOTICE, IN THEIR SOLE DISCRETION, TO (1) CHANGE CONTENT DESCRIPTIONS, IMAGES, AND REFERENCES; (2) LIMIT THE AVAILABILITY OF ANY CONTENT; (3) HONOR OR REFUSE TO HONOR ANY COUPON, COUPON CODE, PROMOTIONAL CODE, OR SIMILAR PROMOTION ; (4) BAR ANY USER FROM THE SERVICES; AND/OR (5) REFUSE TO PROVIDE ANY USER WITH ANY PRODUCT.
  3. LIVEXLIVE MAKES NO PROMISES WITH RESPECT TO, AND EXPRESSLY DISCLAIMS ALL LIABILITY FOR: (1) USER POSTING OR MATERIALS IN ANY FORM PROVIDED BY A THIRD PARTY; (2) THIRD-PARTY PLATFORMS, THIRD-PARTY SERVICES, AND YOUR TRANSACTIONS WITH THIRD PARTIES OF ANY KIND; (3) THE QUALITY OR CONDUCT OF ANY THIRD PARTY YOU ENCOUNTER IN CONNECTION WITH YOUR USE OF THE SERVICES; OR (4) UNAUTHORIZED ACCESS, USE OR ALTERATION OF USER POSTINGS. LIVEXLIVE MAKES NO WARRANTY THAT THE QUALITY OF ANY SERVICES, CONTENT, OR OTHER MATERIALS OBTAINED OR PURCHASED BY YOU THROUGH THE SERVICES WILL BE SATISFACTORY. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT YOU ARE ASSUMING THE ENTIRE RISK AS TO THE QUALITY, ACCURACY, PERFORMANCE, TIMELINESS, ADEQUACY, COMPLETENESS, CORRECTNESS, AUTHENTICITY, SECURITY AND VALIDITY OF ANY AND ALL FEATURES AND FUNCTIONS OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, USER POSTINGS AND CONTENT ASSOCIATED WITH YOUR USE OF THE SERVICES.
  4. YOU ACKNOWLEDGE THAT ANY INFORMATION YOU PROVIDE TO US IS AT YOUR OWN RISK. LIVEXLIVE ENTITIES DO NOT ASSUME ANY LIABILITY TO YOU WITH REGARD TO ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
  5. YOU UNDERSTAND THAT YOU MAY ENCOUNTER OFFENSIVE, INDECENT OR OTHER OBJECTIONABLE CONTENT WHEN USING THE SERVICES. LIVEXLIVE WILL HAVE NO LIABILITY TO YOU FOR ANY SUCH CONTENT.
  6. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THE LIVEXLIVE ENTITIES SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING FROM USE OF THE SERVICES OR FROM THESE TERMS OF USE, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR LOSS OF DATA (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE) ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF, OR INABILITY TO USE, THE SERVICES.
  7. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES.
  8. WITHOUT LIMITING THE FOREGOING, LIVEXLIVE ENTITIES' MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICES OR THESE TERMS OF USE IS LIMITED TO THE AMOUNT PAID TO LIVEXLIVE IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY.
  9. SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF CERTAIN WARRANTIES OR CERTAIN LIMITATIONS ON DAMAGES AND REMEDIES, ACCORDINGLY SOME OF THE EXCLUSIONS AND LIMITATIONS DESCRIBED IN THESE TERMS OF USE MAY NOT APPLY TO YOU.

18. GOVERNING LAW; MISCELLANEOUS.

Entire Agreement/Severability. These Terms of Use, including all terms incorporated by reference, contain the entire understanding and agreement between you and LiveXLive concerning the Services and your use thereof, and supersedes any and all prior or inconsistent understandings relating to the Services and your use thereof. These Terms of Use cannot be changed or terminated orally. If any provision of these Terms of Use is held to be illegal, invalid or unenforceable, this shall not affect any other provisions and these Terms of Use shall be deemed amended to the extent necessary to make it legal, valid and enforceable.

Governing Law. These Terms of Use and your use of the Services is governed by, construed and enforced in accordance with the internal substantive laws of the State of California (notwithstanding the state's conflict of laws provisions) applicable to contracts made, executed and wholly performed in California.

Interpretation. In construing or interpreting these Terms of Use, the headings are for convenience only, and are not to be considered.

19. CUSTOMER SUPPORT.

For assistance with technical issues or customer support inquiries, please send an email to contact@livexlive.com

20. ELECTRONIC COMMUNICATIONS.

When you visit the Site, use the Services or send e-mails to us, you are communicating with us electronically. By doing so, you consent to receive communications from us electronically. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.