Riptopia CD Ripping Service
We are pleased that you have chosen Riptopia to create your digital music library. This Service Agreement (the "Agreement") governs the terms of the CD ripping service that Riptopia will provide you (the "Riptopia Service") and your access to and use of the digital music library products that Riptopia will create for you through the Riptopia Service (the "Riptopia Products"). Please review this Agreement carefully. By ordering the Riptopia Service, directly or indirectly, and accepting the Riptopia Products, you are agreeing to the terms, conditions, and notices contained or referenced in this Agreement without modification, addition, or deletion. These terms and conditions govern whether you submit your CDs to us directly or if you do so through a third party, such as an AV installer.If you do not agree to the terms of this Agreement, (1) Riptopia will not provide you with the Riptopia Service, (2) you will not receive or be entitled to use the Riptopia Products, and (3) you should not proceed to order or use Riptopia Products or Services. In addition, Riptopia may refuse to provide you with the Riptopia Service and deny you access to the Riptopia Products in the event that you fail to comply with any of the terms or conditions of this Agreement. If you have any questions concerning this Agreement or your acceptance, please at info@riptopia.com.
1. ABOUT THE RIPTOPIA SERVICE.
Riptopia wants to make it easier for you to enjoy your CDs in your personal life. When you order the Riptopia Service and send us your chosen CDs, we will rip those CDs onto a DVD or external hard drive and deliver the Riptopia Products to you so that you or your Audio Visual Company installer can easily download your digital music library onto your music-listening device directly.
2. RULES AND LIMITATIONS.
All title and intellectual property rights in and to the content in the CDs you provide to Riptopia are the property of the content owner and may be protected by copyright or other intellectual property laws and treaties and subject to use restrictions under such laws and treaties. You may not use the Riptopia Service or the Riptopia Products in any manner not specifically permitted under this Agreement or in any manner that infringes the intellectual property rights of others. You may be subject to civil and criminal penalties, including possible monetary damages for any such infringement. Riptopia cannot and will not provide the Riptopia Service for any CDs that you do not own, that are not original (such as copied or counterfeited CDs), or that contain copy-protection technology. The Riptopia Products will be provided to you, and are intended, solely for your personal, non-commercial use. You agree not to reproduce, distribute, or use copies of the Riptopia Products provided to you in a manner that infringes the intellectual property rights of any third party. Riptopia is not responsible for your or any third party's unauthorized reproduction, distribution or other use of the Riptopia Products.
3. CONTENT OWNERSHIP AND USE.
You are responsible for the accuracy and completeness of all information that you provide to Riptopia, directly or indirectly, in ordering the Riptopia Service and the Riptopia Products or otherwise. You also are responsible for the legitimacy and genuineness of any and all CDs that you send to Riptopia . Accordingly, you represent that (i) you own the CDs that you provide to Riptopia, (ii) that such CDs are original, have not already been ripped, and are not copy-protected, and (iii) you have the right to use and copy such CDs such that Riptopia's Services and Products do not violate the intellectual property or other proprietary rights of any third party. By ordering the Riptopia Service, you authorize Riptopia to perform the Riptopia Service and to create the Riptopia Products on your behalf, and you agree not to use the Riptopia Products in a manner that violates the intellectual property or other proprietary rights of any third party. All files will be embedded with watermarks with customer information, thus facilitating compliance with U.S. copyright law. These watermarks in no way affect the audio quality of the song or interfere with the song's playback.
4. AGREEMENT TO PAY.
Each time you order the Riptopia Service: (i) you shall pay all fees and charges associated with such order on a timely basis, and (ii) Riptopia will charge your credit card for all fees and charges and any additional amounts (including any taxes and late fees, as applicable) as may be accruing or as you may otherwise owe in connection with your account. You are responsible for maintaining valid credit card information in your account information at all times. If you wish to designate a different credit card from the one listed in your account information, you must update your credit card information in the "account" section of the Riptopia homepage.
5. TERM.
This Agreement shall commence when you order the Riptopia Service, thereby agreeing to the terms and conditions hereunder (the "Effective Date"). This Agreement shall remain in effect for as long as you use the Riptopia Products or Service, unless earlier terminated by Riptopia by giving notice or otherwise terminated in accordance with the terms of this Agreement. Notwithstanding the expiration or termination of this Agreement, Sections 2, 3, 4, 7, 8, 9 and this Section 5 shall survive.
6. RIGHT TO TERMINATE OR REFUSE SERVICE.
Riptopia may terminate this Agreement and the Riptopia Service with or without notice, at any time, if Riptopia believes in its sole and absolute discretion that your conduct fails, or threatens to fail, to conform to the terms of this Agreement. In addition, if Riptopia determines, in its sole and absolute discretion, that you do not own any or all of the CDs that you send to Riptopia, or that such CDs are not original, are copy-protected, damaged or otherwise not suitable for processing, then Riptopia will refuse to process such CDs and will return them to you along with your other CDs at the appropriate time. You acknowledge and agree that any such refused CDs shall be counted as part of the total number of CDs processed for you and that you will be billed, and must pay, for such total number of CDs in accordance with the previous billing and payment terms.
7. DISCLAIMER; LIMITATION OF LIABILITY AND REMEDIES.
(a) Riptopia makes no guarantee, representation, or warranty that the Riptopia Service and the Riptopia Products or Service will be accurate, reliable or without errors or loss of sound quality or data. Without prior notice, Riptopia may modify, suspend, or discontinue providing the Riptopia Service and the Riptopia Products. Riptopia will not be liable to you or any third party if it elects to modify, suspend or discontinue the Riptopia Service and/or the Riptopia Products. RIPTOPIA DISCLAIMS ANY AND ALL WARRANTIES NOT EXPRESSLY PROVIDED FOR HEREIN, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND NON-INFRINGEMENT AND THE EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, ALL SERVICES PERFORMED BY AND PRODUCTS PROVIDED BY RIPTOPIA ARE "AS IS" AND "WITH ALL FAULTS."
(b) In no event will Riptopia be liable to you for direct, indirect, general, special, incidental, consequential, exemplary or other damages even if Riptopia has been advised of the possibility of such damages.
(c) Riptopia will make reasonable efforts to protect information that you submit in connection with your request for the Riptopia Service, including, any account information; however, you acknowledge that your submission of any such information is at your sole risk. Riptopia assumes no liability with regard to any loss or damages relating to such information in any way.
(d) Riptopia's entire liability, and your exclusive remedy with respect to the Riptopia Service and the Riptopia Products provided to you under this Agreement, shall be limited to the total amount paid by you for such Riptopia Service and Riptopia Products.
8. INDEMNIFICATION.
You agree to defend, indemnify and hold harmless Riptopia, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, from and against any and all claims, demands, losses, damages, liabilities, obligations, judgments, costs, charges and expenses, including reasonable attorneys' fees, arising out of, in connection with, or based upon:
(a) the personal information, CDs or other content that you provide to Riptopia;
(b) your use or misuse of the Riptopia Service or the Riptopia Products;
(c) your breach of any of the terms or conditions of this Agreement; or
(d) your violation of the rights, including but not limited to copyright and other intellectual property or other proprietary rights, of any third party. You shall not settle or dispose of any indemnifiable claim without Riptopia's prior written consent.
9. GENERAL.
(a) This Agreement shall be governed by the laws of the State of Delaware without regard to itsconflicts of law principles. Any dispute arising from or relating to the Agreement is subject to binding arbitration conducted by the American Arbitration Association in the District of Columbia. Any arbitration award will include reasonable attorneys' fees and may be enforceable in any court of competent jurisdiction.
(b) Riptopia may send notices to you by sending an e-mail message to the e-mail address listed in your account information or by sending a letter via U.S. mail to the contact address listed in your account information. Unless otherwise stated in the notices, the notices shall become effective immediately.
(c) Riptopia reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement to impose new or additional rules, policies, terms or conditions (collectively, "Additional Terms") on your use of the Riptopia Service and the Riptopia Products. Such updates, revisions, supplements, modifications and Additional Terms will be effective immediately and incorporated into this Agreement. Your continued use of the Riptopia Service and the Riptopia Products following such updates, revisions, supplements, modifications and Additional Terms will be deemed to constitute your acceptance of all of them. All updates, revisions, supplements, modifications and Additional Terms are hereby incorporated into this Agreement by this reference.
(d) This Agreement constitutes the complete and exclusive agreement between Riptopia and you with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND SHALL BE BOUND BY ITS TERMS AND CONDITIONS.
