TERMS AND CONDITIONS

Welcome to the BenztownX plug-in (“Program”), which is provided to you by Benztown Branding, LLC (“Benztown”). The following terms and conditions (“Terms”) govern your use of this Program.

By accessing, viewing, or using the content, material, or services available on or through this Program, you represent that you are 18 years of age or older, or that you have the permission of a legal guardian (e.g., a parent) to use the Program.

By clicking “Accept” where indicated, you agree that you have read and understand these Terms, that you agree to them and intend to be legally bound by them. If you do not agree to these Terms, you are not granted permission to use this Program and must exit immediately.

1. Subject to the provisions of these Terms, Benztown hereby grants you a limited, terminable, revocable, royalty-free, non-exclusive, nontransferable, nonsublicenseable license to access and use the Program solely for the purpose of accessing, downloading, and modifying audio content available through the Program to create video content for online Internet usage only (“the Permitted Use”). You shall be responsible, at your sole expense, for procuring, operating, and maintaining the hardware, systems software, telecommunications applications and providers, mobile device, and other items necessary or appropriate to enable you to exercise your rights and licenses hereunder. Without limiting any other provisions of these Terms, any software, applications or other materials, including the Program, made available to you is the copyrighted work of Benztown or its affiliates, or its or their licensors. Copying or distributing the Program or the Program Materials (as defined herein), other than as a permitted above, is expressly prohibited.
2. In order to access certain content, services, products, or benefits on the Program, you will be asked to register and create an account. As part of the registration process, you must click to agree to these Terms, and may then be asked to select or submit a user name and password. You are fully responsible for your account, including use of the account by any third party, and maintaining the confidentiality of your password. You may also be required to provide Benztown with certain information about yourself including some types of personally identifiable information, including your phone number, address, email address, gender, and age.
3. Authorized Individuals. You acknowledge and agree that the Program may be used only for, by or on behalf of you and your employees or consultants working for you under your supervision (“Authorized Individuals”).  If more than one Authorized Individual is to use and access the Program, the appropriate number of licenses must be acquired from Benztown for each intended Authorized Individual. Each license is personal to the Authorized Individual and cannot be shared with any other Authorized Individual. Except as permitted herein, you shall not provide direct or indirect electronic or other access to the Program to any other party, including your Affiliates.  “Affiliates” shall mean any entity that directly or indirectly controls, is controlled by, or is under common control with you, including without limitation your parents and subsidiaries.  You agree that the use of the Program is restricted to your internal use only and may not be accessed or made available over the Internet or other public network, except as may be otherwise set forth in this Agreement.  You shall remain responsible and liable for your use of the Program as an Authorized Individual.
4. Privacy Statement. Any personal information that you provide to Benztown via the Program is subject to our Privacy Policy.
5. Fees and Payment. Your access to and use of the Program is made available upon payment of a $29.95 fee (“the Fee”). Upon payment of the Fee, you shall be permitted to access and download up to ten (10) audio files using the Program for a period of thirty (30) days. You may pay the Fee on a monthly basis, by which the Fee will be automatically charged to your credit card at the beginning of each designated period until terminated as provided herein. By ordering access to the Program and any Program Materials from Benztown, you represent that you are eighteen (18) years of age or older. You are responsible for all charges incurred under your account, whether made by your or another person (including your children, family, friends, or others) and all payments are irrevocable and nonrefundable. In order for you to make a purchase, Benztown uses the services of third parties. Benztown expressly disclaims any and all responsibility for or related to the service provided by any such third party or the transactions you conduct or enter into with any such third party. If for any reason Benztown does not receive payment for a Program Materials, Benztown may: (a) seek collection of the outstanding amount owed and/or (b) seek legal action against you for the breach of these Terms. You are also responsible for paying any governmental taxes imposed on your purchase from or use of the Program, including but not limited to, sales, use or value-added taxes. To the extent that Benztown is obligated to collect such taxes, the applicable tax will be added to your account.
6. Proprietary Rights. As between you and Benztown, Benztown owns or licenses all data, content, graphics, music, forms, artwork, images, photographs, functional components and any software concepts and documentation and other material on, in or made available through the Program (“Program Materials”), as well as the selection, coordination, arrangement, and organization and enhancement of the Program Materials in the Program. All Program Materials are protected pursuant to copyright, trademark, patent and other applicable laws. You agree not to remove or alter any copyright notice or any other proprietary notice on any Program Materials. As between any user and Benztown, all names, trademarks, service marks, certification marks, symbols, slogans or logos appearing on the Program are proprietary to Benztown or its affiliates, licensors, or suppliers. Use or misuse of these trademarks is expressly prohibited and may violate federal and state trademark law. Under no circumstances will you have any rights of any kind in or to the Program Materials, other than the right to use the Program and Program Materials in accordance with these Terms.
7. Unauthorized Activities. You agree that you will not use the Program for: (a) any illegal or unauthorized purposes that violate any local, national, or international laws (including but not limited to import, export, copyright, and trademark laws); (b) contacting any other user of the Program who has requested not to be contacted; (c) stalking or harassing anyone; (d) modifying, copying, distributing, displaying, performing, reproducing, publishing, licensing, creating derivative works from, transferring, or selling any of the Program Materials, except for the Permitted Use, unless otherwise authorized in a separate written agreement with Benztown; (e) attempting to gain unauthorized access to Benztown’s computer system or engaging in any activity that interferes with the performance of, or impairs the functionality of the Program or any services provided through the Program; (f) any resale or commercial use of the Program; (g) any use of data mining, robots or similar data gathering and extraction tools; (h) using the Program to access or collect any personally identifiable information, including any names, email addresses or other such information for any purpose, including, without limitation, commercial purposes; or (i) removing, circumventing, disabling, damaging or otherwise interfering in any way with any security-related features of the Program aimed at preventing or restricting the unauthorized use of the Program or any of the Program Materials. You may use the Program and the Program Materials only as consistent with these Terms. Any other use of the Program or Program Materials, including but not limited to the aforementioned unauthorized uses, without prior written permission of Benztown is strictly prohibited. You acknowledge and agree that the unauthorized use of the Program or the Program Materials could cause irreparable harm to Benztown and that in the event of such unauthorized use, Benztown shall be entitled to an injunction in addition to any other remedies available at law or in equity.
8. Third Party Websites and Content. The Program may contain links to other Internet websites for the convenience of users in locating information, products, or services that may be of interest. The Program may also incorporate features and services provided by third parties. Use of such third party links, features, and services, the Program and the Program Materials, and any other material or content on and made available through the Program is entirely at your own risk. Benztown does not recommend and expressly disclaims any responsibility for the content, the accuracy of the information, or quality of products or services provided by or advertised on third party websites or the transactions you conduct or enter into with third parties. Your use of any third party’s website is at your own risk and subject to the terms and conditions of such other website. Benztown does not endorse any product, service, or treatment provided on a third party website or advertised or provided on the Program.
9. Without limiting anything else in these Terms or otherwise, Benztown is not responsible for any errors or omissions in the Program or Program Materials. Benztown, its subsidiaries, and affiliates, are not responsible for and do not guarantee the accuracy or completeness of any Program Materials, products, data, services, links, advertisements or other items contained within the Program. Benztown reserves the right to immediately remove any Program Materials for any reason, or for no reason. Benztown cannot and does not review all communications, products, or services made available on or through the Program, but, although not obligated to, may review, verify, make changes to or remove any Program Materials, the Program or the products or services made available in connection with the Program, including information submitted in connection with the Program Materials or other features at any time, with or without notice in its sole discretion. You agree that you must evaluate and bear all risks associated with the use of Program Materials and that you may not rely on such Program Materials.

THE PROGRAM, THE PROGRAM MATERIALS, SERVICES, PRODUCTS, INFORMATION AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE PROGRAM ARE MADE AVAILABLE “AS IS” AND “WITH ALL FAULTS.” USE OF THE PROGRAM IS ENTIRELY AT YOUR OWN RISK. BENZTOWN AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES, AND DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WITH RESPECT TO THE PROGRAM, THE PROGRAM MATERIALS, SERVICES, PRODUCTS, DATA AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE PROGRAM, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SYSTEMS INTEGRATION, NON-INTERFERENCE, QUALITY, TITLE, AND NON-INFRINGEMENT. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, COMPLETENESS AND EFFORT WITH REGARD TO THE PROGRAM, THE PROGRAM MATERIALS, SERVICES, PRODUCTS, DATA AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE PROGRAM, IS WITH YOU.

10. LIMITATION of Liability. Benztown AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL (EXCEPT FOR DAMAGES RELATING TO DEATH OR PERSONAL INJURY IN JURISDICTIONS WHERE SUCH DAMAGES MAY NOT BE DISCLAIMED AS A MATTER OF LAW), EXEMPLARY, EXTRA-CONTRACTUAL, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING LOST REVENUES OR LOST PROFITS, WHICH MAY OR DOES RESULT FROM THE USE OF, ACCESS TO, OR INABILITY TO USE THE PROGRAM, THE PROGRAM MATERIALS, SERVICES, PRODUCTS, DATA AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE PROGRAM, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT YOU OR Benztown HAD BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES, AND EVEN IF THE REMEDIES OTHERWISE AVAILABLE FAIL OF THEIR ESSENTIAL PURPOSE. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF Benztown AND ITS LICENSORS TO YOU OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH, BASED UPON, OR ARISING FROM THE PROGRAM, THE PROGRAM MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE PROGRAM, OR THE SERVICES, PRODUCTS, DATA OR OTHER MATERIALS OFFERED IN CONNECTION THEREWITH EXCEED ONE THOUSAND DOLLARS ($1,000). SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE TOTAL LIABILITY OF Benztown AND ITS LICENSORS SHALL NOT EXCEED ONE THOUSAND DOLLARS ($1000). If you are dissatisfied with the Program or with any of these Terms, or are of the opinion that Benztown has breached these Terms, your sole and exclusive remedy is to discontinue using the Program.
11. You shall defend, indemnify, and hold harmless Benztown against any liability, damage, loss, cost or expense (including reasonable attorney’s fees) arising under any claim or action that results from your breach of these Terms, your use of the Program, the Program Materials or any services, product or data obtained through the Program, or your fraud, violation of law, negligence, willful misconduct, or any other use relating to the Program, the Program Materials, and the services, products, information, and other materials on, in and made available through the Program; provided that Benztown gives you prompt written notice of any such claim, full control over the defense of such claim and provides reasonable assistance to you in the defense of such claim except if there are legal defenses available to Benztown that are different from or additional to those available to you that are not satisfactorily raised by you, Benztown may, after notifying you, undertake and conduct the defense or settlement, or both, of such claim, demand or cause of action, select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action at its own expense.
12. Internet Security. Benztown uses reasonable efforts to ensure that the Program is generally available. However, there will be occasions when access to the Program will be interrupted or unavailable. Benztown will use reasonable efforts to minimize such disruption where it is within its reasonable control. You agree that Benztown shall not be liable to you for any modification, suspension or discontinuance of the Program. You understand that the technical processing and transmission of any Program content may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Please be advised that we do not guarantee that any information sent from our Program will be secure during transmission, nor can we guarantee the confidentiality of any communication or material transmitted to Benztown via the Program or the internet, including, for example, personal information such as your name or address.
13. Complaint Procedure If you believe that the Program or Program Materials violates your intellectual property or other rights, please notify Benztown by email at [email protected] with a comprehensive detailed message setting forth the following information: (a) your name and the name of your company, if any; (b) your contact information, including your email address; (c) the nature and substance of your complaint, the specific rights at issue, and your basis for making the complaint, including the content or posting that is objectionable; and (d) the following statement: “The statements, representations, and assertions made in this message are true, complete, and accurate and I have the full legal authority to make each and every such statement, representation, and assertion and to make and be granted any demand made in this message.”
14. Changes to these Terms; Termination. Benztown reserves the right at any time to modify, alter or update these Terms. Your use of the Program following any changes means that you agree to follow and be bound by the terms as changed. Any change to these Terms shall be effective as to any visitor who has visited the Program before the change was made. It is the obligation of users visiting the Program before the change to learn of changes to the Terms since their last visit. Benztown may suspend or terminate your account and/or your ability to use the Program, Program Materials, or any services on the Program, for failure to comply with these Terms, for providing Benztown with untrue or inaccurate information about yourself, for infringement upon Benztown proprietary rights, or for any other reason whatsoever or for no reason.
15. Dispute Resolution/Choice of Venue. All parties agree to binding arbitration as set forth by the American Arbitration Association to be undertaken in Los Angeles, California, U.S.A..  Furthermore, parties agree to mediation with an agreed upon mediator to be undertaken in Los Angeles, California, U.S.A.  If the parties cannot agree on a mediator each party shall submit one name and the name will be drawn at random from the names submitted and that name shall be the mediator for all purposes. If the mediation is not successful the parties shall proceed with Binding Arbitration under the rules of the American Arbitration Association.  Parties agree that this contract and any resulting interpretation shall be governed by the laws of the State of California, U.S.A.
16. Should any term or provision of this Terms be held to any extent unenforceable, invalid, or prohibited under law by any court of competent jurisdiction, then such provision will be deemed restated to reflect the original intention of the parties as nearly as possible in accordance with applicable law and the remainder of these Terms.
17. You hereby consent to electronic receipt of any notice(s) relating to these Terms to the email address provided to Benztown during the registration process.  Any notice(s) sent to Benztown relating to these Terms shall be delivered by electronic mail to the following address: [email protected].
18. The Program is controlled and operated from within the United States. Without limiting anything else, Benztown makes no representation that the Program, Program Materials, services, products, information or other materials available on, in, or through the Program is appropriate or available for use in other locations, and access to them from territories where they are illegal is prohibited. Those who choose to access the Program from other locations do so on their own volition and are responsible for compliance with applicable laws. Use of the Program and Program Materials outside of the United States is governed solely and exclusively by the laws of the State of California, U.S.A., as set forth in Section 15 herein. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. The waiver or failure of Benztown to exercise in any respect any right provided hereunder shall not be deemed a waiver of such right in the future or a waiver of any of other rights established under these Terms. Headings used in these Terms are for reference only and shall not affect the interpretation of these Terms. No person or entity not party to this agreement will be deemed to be a third party beneficiary of these Terms or any provision hereof. When used herein, the words “includes” and “including” and their syntactical variations shall be deemed followed by the words “without limitation.”

Dated: _______________, 2022

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