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Terms of Service

Last updated: July 15, 2022

Welcome

BOOMN, Inc. (DBA BOOMN.IO, “BOOMN,” “Light Vital Publishing,” “Light Vital, LLC,” “we,” “us,” “our”) provides its marketplace and services (described below) to you (“you” or “User”) through its website, platform, and marketplace located at www.boomn.io (the “Platform”), subject to the following Terms of Service (as amended from time to time, the “Terms”).  By using or accessing the Platform, you acknowledge that you have read and agree to these Terms. The following terms and conditions, together with any documents they expressly incorporate by reference, govern your access to and use of BOOMN, including any content, functionality, and services offered on or through the Platform. By using the Platform, you accept and agree to be bound and abide by these Terms and all of the terms incorporated herein by reference. By agreeing to these terms, you hereby certify that you are at least 18 years of age. If you do not agree to these Terms, you must not access or use the Platform.

PLEASE READ THESE TERMS OF PLATFORM CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS.  THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST BOOMN ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time.  If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised.  We will also notify you, either through the Platform user interface, in an email notification or through other reasonable means.  Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Platform will be effective immediately.  Your continued use of the Platform and after the date any such changes become effective constitutes your acceptance of the new Terms.

What is BOOMN?

BOOMN is a platform for creators (“Artists”) to sell digital media represented on non-fungible Ethereum-based tokens (“Songs”), but is not a party to any agreement between the buyer and seller of Songs or the users of the Platform. These Terms set out your rights and responsibilities when you use the Platform to buy, sell, mint, or display non-fungible tokens or create a collection of Songs (collectively, the “Services”).

Smart-Contract Enabled.  The Songs on BOOMN are represented on smart contracts on the Ethereum blockchain that provides an immutable ledger of all transactions that occur on BOOMN (“Smart Contracts”).  This means that all Songs are outside of the control of any one party, including BOOMN, and is subject to many risks and uncertainties.  We neither own nor control MetaMask, Coinbase, the Ethereum network, your browser, or any other third party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the Platform. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties.  The User understands that your Ethereum public address will be made publicly visible whenever you engage in a transaction on the Platform.

Noncustodial.  BOOMN does not buy, sell, or ever take custody or possession of any Songs. The Platform facilitates User collection of Songs, but neither BOOMN nor the Platform are custodians of any Songs.  The User understands and acknowledges that the Smart Contracts do not give BOOMN custody, possession, or control of any Songs or cryptocurrency at any time for the purpose of facilitating transactions on the Platform.  You affirm that you are aware and acknowledge that BOOMN is a non-custodial service provider and has designed the Platform to be directly accessible by the Users without any involvement or actions taken by BOOMN or any third-party.  As a marketplace, BOOMN cannot make any representation or guarantee that Creators will achieve any particular outcome as the result of listing their Songs on BOOMN.

Rules for Using BOOMN

The Platform allows (1) users to create a profile where they can post certain information about themselves, link to other websites, purchase and display Songs that they own (collectively, “Profile Information”); and (2) Artists to make available for purchase Songs and make available their music for listening and bios (collectively, with Profile Information, “User Content”). All User Content must comply with these Terms.

Any Profile Information you post to the Platform will be considered non-confidential and non-proprietary. By providing any User Content on the Platform, you grant us and our affiliates and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, retransmit, publish, broadcast, and otherwise disclose to third parties any such material for any purpose. You represent and warrant that (1) you own and control all rights in and to your User Content and have the right to grant such licenses to us and our affiliates and our respective licensees, successors, and assigns; and (2) all of your User Content do and will comply with these Terms.

You understand and agree that you are responsible for any User Content you submit or contribute, and you, not BOOMN, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content, accuracy, or appropriateness of any User Content posted by you or any other user on the Platform. If you are an Artist, you hereby grant BOOMN the right to use your name and image for marketing or promotional purposes. If you are an Artist, you agree that we may use or modify images from the Songs that you create for marketing or promotional purposes. You also agree that we can use your biography and other public information about you to promote the Songs that you create.

You must not upload, store, distribute, send, transmit, display, perform, make available, continue to make available or otherwise communicate to the public anything to which you do not hold the necessary rights. In particular, any unauthorized use of copyright protected material within User Content (including by way of reproduction, distribution, modification, adaptation, public display, public performance, preparation of derivative works, making available or otherwise communicating to the public via the Platform), independent of whether it is or becomes unauthorized at a later point, may constitute an infringement of third-party rights and is strictly prohibited. Any such infringements may result in termination of your access to the Platform and may also result in civil litigation or criminal prosecution by or on behalf of the relevant rightsholder.

It is expressly understood that Artists are to receive no remuneration for any plays or activity resulting from any upload on the platform.

When using BOOMN, you understand and agree that:

  • Any BOOMN Song that violates any of BOOMN’s policies may be obfuscated or removed from the Platform by BOOMN, in its sole discretion;

  • You will not manipulate the price of Songs in any way, or interfere with any listings on the platform;

  • You will not upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; or (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation;

  • You will not post false, inaccurate, misleading, deceptive, defamatory, or libelous content;

  • You will not impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

  • You will not breach or circumvent any laws, regulations, third-party rights or our systems, services, policies, or determinations of your account status, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”). Many of our services are accessible internationally. You are responsible for complying with all local laws and regulations applicable to the sale and purchase of items;

  • You will not use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Services for any purpose;

  • You will not circumvent any technical measures used to provide our Services;

  • You will not interfere with or disrupt the Platform or servers or networks connected to the Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the Platform; or

  • You will not solicit personal information from anyone under the age of 18;

  • You will not advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;

  • You will not further or promote any criminal activity or enterprise or provide instructional information about illegal activities, including for the purpose of concealing economic activity, laundering money, or financing terrorism;

  • You will not obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Platform;

  • You will not create user accounts by automated means or under false or fraudulent pretenses; or

  • You will not access or use the Platform for the purpose of creating a product or service that is competitive with any of our products or services.

We reserve the right, in our sole discretion, to prohibit you from uploading your Songs. Although we are not required to monitor any User Content, we may, in our sole discretion, remove User Content at any time and for any reason without notice. BOOMN may monitor User Content to detect and prevent fraudulent activity or violation of these Terms. Any and all audio, text, photos, pictures, graphics, and other content, data or information that you upload, store, transmit, submit, exchange or make available to or via the Platform (hereinafter “Your Content”) is generated, owned and controlled solely by you, and not by BOOMN.

Ownership

Unless otherwise indicated in writing by us, the Platform, all content, and all other materials contained therein, including, without limitation, the BOOMN logo, and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, “BOOMN Content”) are the proprietary property of BOOMN or our affiliates, licensors, or users, as applicable. The BOOMN logo and any BOOMN product or service names, logos, or slogans that may appear on the Platform or elsewhere are trademarks of BOOMN or our affiliates, and may not be copied, imitated or used, in whole or in part, without our prior written permission.

You may not use any BOOMN Content to link to the Platform without our express written permission. You may not use framing techniques to enclose any BOOMN Content without our express written consent. In addition, the look and feel of the Platform and BOOMN Content, including without limitation, all page headers, custom graphics, button icons, and scripts constitute the service mark, trademark, or trade dress of BOOMN and may not be copied, imitated, or used, in whole or in part, without our prior written permission.

Notwithstanding anything to the contrary herein, you understand and agree that you shall have no ownership or other property interest in your account, and you further agree that all rights in and to your account are and shall forever be owned by and inure to the benefit of BOOMN.

Your BOOMN Account

Anyone can browse BOOMN without registering for an account, but you may be required to create an account with BOOMN in order to use the Services. When you create an account, we will ask you for some information about yourself. We may require you, in our sole discretion, to provide additional information and/or documents. If you do not provide complete and accurate information and/or documents in response to such a request, we may refuse to provide you with the Services.

Your use of BOOMN is subject to the following conditions:

  • Access: you understand and agree that access to your BOOMN account is limited solely to you. You agree that you will not sell, rent, lease, or grant access to your BOOMN account to any person without our prior written permission.

  • Security: you understand and agree that you are solely responsible for maintaining the security of your account and control over any usernames, or any other codes that you use to access the Services. Any unauthorized access to your account by third parties could result in the loss or theft of your Songs. You understand and agree that you will not hold us responsible for managing and maintaining the security of your account. You further understand and agree that we are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your account. You are responsible for monitoring your account. If you notice any unauthorized or suspicious activity in your account, please notify us immediately.

  • Unlawful Activity: you agree not to engage, or assist, in any activity that violates any law, statute, ordinance, regulation, or sanctions program, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or that involves proceeds of any unlawful activity.

  • Abusive Activity: you agree not to engage in any activity that poses a threat to BOOMN, for example by distributing a virus or other harmful code, or through unauthorized access to the Platform or other users’ accounts.

  • Inappropriate Behavior: you agree not to interfere with other users’ access to or use of the Services.

  • Communication: you agree not to communicate with other users for purposes of (1) sending unsolicited advertising or promotions, requests for donations, or spam; (2) harassing or abusing other users; (3) interfering with transactions of other users. You agree not to use data collected from the Platform to contact individuals, companies, or other persons or entities outside the Platform for any purpose, including but not limited to marketing activity.

  • Fraud: you agree not to engage in any activity which operates to defraud BOOMN, others users, or any other person; or to provide any false, inaccurate, or misleading information to BOOMN.

  • Gambling: you agree not to utilize the Services to engage in any lottery, bidding fee auctions, contests, sweepstakes, or other games of chance.

  • Taxes: you agree that you are solely responsible for determining what, if any, taxes apply to your BOOMN transactions. Neither BOOMN nor any other party is responsible for determining the taxes that apply to your BOOMN transactions.

  • Intellectual Property Infringement: you agree not to (1) engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law; (2) use our content without express written consent from BOOMN; or (3) engage in any action that implies an untrue endorsement or affiliation with BOOMN.

  • Hyperlinks: you are hereby granted a limited, non-exclusive, non-transferable, revocable license to create a text hyperlink to the Platform for noncommercial purposes, provided that such link does not portray BOOMN, our affiliates, or the Services in a false, misleading, derogatory, or otherwise defamatory manner, and provided further that the linking site does not contain any adult or illegal materials, or other materials that is offensive, harassing, or otherwise objectionable.

  • Additional Prohibitions: you agree not to (1) distribute, publish, broadcast, reproduce, copy, retransmit, or publicly display any BOOMN Content; (2) modify or create derivative works from the Platform or BOOMN Content, or any portion thereof; (3) use any data mining, robots, or similar data gathering or extraction methods on the Platform or Content; (4) download any portion of the Platform or BOOMN Content, other than for purposes of page caching, except as expressly permitted by us.

If you are unsure whether a contemplated use would violate these Terms, please contact us at legal@boomn.io.

Account Suspension

You agree that BOOMN has the right to immediately suspend your account, pause or cancel your access to the Services, or close your account if we suspect, in our sole discretion, that (1) your account is being used for money laundering or any illegal activity; (2) you have concealed or provided false identification information or other details; (3) you have engaged in fraudulent activity; or (4) you have engaged in transactions in violation of these Terms.

Communication

You agree that we may send you communications by email or text message that pertain to the status of a purchase or sale of a Song on BOOMN, and other communications that pertain to your interaction with the website, including but not limited to notifications about the status of a Song you are interested in purchasing.

You may opt out of promotional communications at any time by following the instructions provided therein.

Grant of Rights

By uploading or minting Your Content to the Platform, you grant a limited, worldwide, non-exclusive, royalty-free, fully paid up, license to other users of the Platform to use, copy, listen to offline, share, transmit or otherwise distribute, publicly display, publicly perform, adapt, prepare derivative works of, compile, make available and otherwise communicate to the public from time to time. Notwithstanding the foregoing, nothing in these Terms grants any rights to any other user of the Platform with respect to any proprietary name, logo, trademark or service mark uploaded by you as part of Your Content (“Marks”), other than the right to reproduce, publicly display, make available and otherwise communicate to the public those Marks, automatically and without alteration, as part of the act of sharing music with which you have associated those Marks.

The licenses granted in this section are granted separately with respect to each item of Your Content that you upload or mint to the Platform. Licenses with respect to audio content, and any images or text within your account, will (subject to the following paragraph of these Terms) terminate automatically when you remove such content from your account. Licenses with respect to other contributions that you make on the Platform will be perpetual and irrevocable and will continue notwithstanding any termination of your account.

You hereby acknowledge and agree that once Your Content is minted, BOOMN is not obligated to ensure the deletion of Your Content from any servers or systems, including the blockchain or to require that any user of the Platform deletes any item of Your Content.

Any content other than Your Content is the property of the relevant uploader, and is or may be subject to copyright, trademark rights or other intellectual property or proprietary rights. Such Content may not be downloaded, reproduced, distributed, transmitted, re-uploaded, republished, displayed, sold, licensed, made available or otherwise communicated to the public or exploited for any purposes except via the features of the Platform from time to time and within the parameters set by the uploader on the Platform or with the express written consent of the Uploader. Where you repost another user’s Content or include another user’s Content in a playlist or station or where you listen to another user’s Content offline, you acquire no ownership rights whatsoever in that Content. Subject to the rights expressly granted in this section, all rights in Content are reserved to the relevant Uploader.

Representations and Warranties

You hereby represent and warrant to BOOMN as follows: (i) Your Content, and each and every part thereof, is an original work by you, or you have obtained all rights, licenses, consents and permissions necessary in order to use at any and all times during any applicable use, and (if and where relevant) to authorize BOOMN to use, Your Content pursuant to these Terms, including, without limitation, the right to upload, mint, reproduce, store, transmit, distribute, share, publicly display, publicly perform, make available (including for listening offline) and otherwise communicate to the public Your Content, and each and every part thereof, on, through or via the Platform; (ii) Your Content and the availability thereof on the Platform does not and will not infringe or violate the rights of any third party, including, without limitation, any intellectual property rights, performers’ rights, rights of privacy or publicity, or rights in confidential information; (iii) You have obtained any and all necessary consents, permissions and/or releases from any and all persons appearing in Your Content in order to include their name, voice, performance or likeness in Your Content and to publish the same on the Platform; (iv) Your Content, including any comments that you may post on the Website, is not and will not be unlawful, abusive, libelous, defamatory, pornographic or obscene, and will not promote or incite violence, terrorism, illegal acts, or hatred on the grounds of race, ethnicity, cultural identity, religious belief, disability, gender, identity or sexual orientation; (v) Your Content does not and will not create any liability on the part of BOOMN, its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and/or shareholders. BOOMN reserves the right to remove Your Content, suspend or terminate your access to the Platform and/or pursue all legal remedies if we believe that any of Your Content breaches any of the foregoing representations or warranties, or otherwise infringes another person’s rights or violates any law, rule or regulation.

Intellectual Property

Outside the BOOMN Content, all other trademarks, product names, and logos on the Platform are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable trademark holder. Without limiting the foregoing, if you believe that third-party material hosted by BOOMN infringes your copyright or trademark rights, please file a notice of infringement by contacting BOOMN at legal@boomn.io.

In such event, please provide the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on Platform of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) 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; and (6) 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.

BOOMN’s policy is to suspend or terminate the account of repeat infringers. BOOMN’s response may depend on relevant aggravating or mitigating circumstances, but generally we will terminate an account if it is the subject of three valid infringement notices.

Privacy

You acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with BOOMN’s Privacy Policy, which is incorporated into this Terms by reference.

Modifications

You agree and understand that we may modify part or all of BOOMN or the Services without notice.

Risks

Please note the following risks in accessing or using BOOMN: The price and liquidity of blockchain assets, including Songs, are extremely volatile and may be subject to large fluctuations; Fluctuations in the price of other digital assets could materially and adversely affect Songs, which may also be subject to significant price volatility; Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of Songs; Songs are not legal tender and are not backed by the government; Transactions in Songs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable; Some transactions in Songs shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction; The value of Songs may be derived from the continued willingness of market participants to exchange digital assets for Songs, which may result in the potential for permanent and total loss of value of a particular Song should the market for that Song disappear; The nature of Song may lead to an increased risk of fraud or cyber attack, and may mean that technological difficulties experienced by the platform storing the Song may prevent the access to or use of your digital assets; Changes to Third Party Sites (discussed in the “Third Parties” section below) may create a risk that your access to and use of the Platform will suffer.

You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that BOOMN does not give advice or recommendations regarding Songs, including the suitability and appropriateness of, and investment strategies for, Songs. You agree and understand that you access and use BOOMN at your own risk; however, this brief statement does not disclose all of the risks associated with Songs and other digital assets. You agree and understand that BOOMN will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using Songs, however caused.

Third Parties

BOOMN may rely on third-party platforms, including but not limited to MetaMask, Rainbow, or any other “digital wallet” supported by Wallet Connect or otherwise (“Digital Wallet”) to perform Song transactions. Our Platform may contain links to third-party websites or applications (collectively, “Third Party Sites”). BOOMN does not own or control Third Party Sites. You understand and agree that your use of any Third-Party Site is subject to any Terms and/or privacy policy provided by such Third-Party Site. BOOMN is not a party to any such agreement. You should review any Terms and/or privacy policy provided by such Third-Party Site and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

BOOMN provides these Third-Party Sites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites, or their products or services. You use all links in Third Party Sites at your own risk. When you leave our Platform, our Agreement and policies no longer govern. We may, but are not obligated to, warn you that you are leaving our Platform.

Disclaimers

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY BOOMN, THE PLATFORM, CONTENT CONTAINED THEREIN, AND SONGS LISTED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. BOOMN (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE PLATFORM WILL (1) MEET YOUR REQUIREMENTS; (2) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (3) BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.

WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE PLATFORM. BOOMN DOES NOT REPRESENT OR WARRANT THAT CONTENT ON THE PLATFORM IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.

WHILE BOOMN ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE PLATFORM AND CONTENT SAFE, BOOMN CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM, CONTENT, ANY SONG LISTED ON OUR PLATFORM OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF SONGS INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (1) USER ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (2) SERVER FAILURE OR DATA LOSS; (3) CORRUPTED WALLET FILES; (4) UNAUTHORIZED ACCESS TO APPLICATIONS; (5) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE PLATFORM OR SONGS.

SONGS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM PLATFORM. WE DO NOT GUARANTEE THAT BOOMN OR ANY BOOMN PARTY CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY SONGS.

BOOMN is not responsible for sustained losses due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), blockchains, or any other features of Songs. BOOMN is not responsible for sustained losses due to late reports by developers or representatives (or no report at all) of any issues with the blockchain supporting Songs including forks, technical node issues or any other issues having fund losses as a result.

Nothing in this Agreement shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws, or any other activity that cannot be limited or excluded by legitimate means.

TO THE FULLEST EXTENT PROVIDED BY LAW, BOOMN HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE PLATFORM AND CONTENT CONTAINED THEREIN.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Notice for Claims of Intellectual Property Violations and Copyright Infringement Pursuant to Section 512(c) of Title 17 of the United States Code

BOOMN responds to notices of alleged copyright infringement under the United States Digital Millennium Copyright Act. BOOMN’s takedown program works to ensure that items and content using BOOMN services do not infringe upon the copyright, trademark, or certain other intellectual property rights of third parties. If you believe that your intellectual property rights have been infringed, please notify our team, at legal@boomn.io and we will investigate.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL BOOMN BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT, THE PLATFORM, THE SERVICES, PRODUCTS OR THIRD PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF BOOMN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE PLATFORM, PRODUCTS OR THIRD PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.

If you have a dispute with one or more users, you release BOOMN (and our affiliates and subsidiaries, and BOOMN’s and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims.

Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless BOOMN, and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “BOOMN Parties”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Platform, Content or Songs, (b) any Feedback you provide, (c) your violation of these Terms, and (d) your violation of the rights of a third party, including another user or third party company. You agree to promptly notify BOOMN of any third-party Claims and cooperate with the BOOMN Parties in defending such Claims. You further agree that the BOOMN Parties shall have control of the defense or settlement of any third-party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND BOOMN.

Governing Law

These Terms, your use of a Digital Wallet, your rights and obligations, and all actions contemplated by, arising out of or related to these Terms shall be governed by the laws of the State of California as if these Terms are a contract wholly entered into and wholly performed within the State of California. YOU UNDERSTAND AND AGREE THAT YOUR USE OF BOOMN AS CONTEMPLATED BY THESE TERMS SHALL BE DEEMED TO HAVE OCCURRED IN THE STATE OF FLORIDA AND BE SUBJECT TO THE INTERNAL LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS. Any claims in connection with the Terms or otherwise related to the Platform shall be solely brought in the courts of the State of FLORIDA.

Disputes

Please read the following agreement to arbitrate (“Arbitration Agreement”) in its entirety. This clause requires you to arbitrate disputes with BOOMN and limits the manner in which you can seek relief from us. By agreeing to the Terms you are hereby agreeing to the Arbitration Agreement.

You agree that any dispute or claim relating in any way to: your access, use, or attempted access or use of the Platform; any products sold or distributed through the Platform; or any aspect of your relationship with BOOMN will be resolved by binding arbitration, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or BOOMN may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyright, or patent). You agree that any such arbitration shall be settled solely and exclusively by binding arbitration, rather than in court.

The arbitrator shall have exclusive authority to (1) determine the scope and enforceability of this Arbitration Agreement; and (2) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including but not limited to any claim that all or part of this Arbitration Agreement is void or voidable; (3) decide the rights and liabilities, if any, of you and BOOMN; (4) grant motions dispositive of all or part of any claim; (5) award monetary damages and grant any non-monetary remedy or relief available to a party under applicable law, arbitration rules, and these Terms (including the Arbitration Agreement). The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. Such an award is final and binding upon you and us.

You understand that by agreeing to this Arbitration Agreement, you and BOOMN are each waiving their right to trial by jury and to participate in a class action or class arbitration.

If any part of this Arbitration Agreement is found to be invalid or unenforceable, then such part shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue to in full force and effect.

This Arbitration Agreement shall survive the termination of your relationship with BOOMN.

Termination

We reserve the right, without notice and in our sole discretion, to terminate your license to access or use the Platform or Content, at any time and for any reason. You understand and agree that we shall have no liability or obligation to you in such an event.

Severability

If any term, clause, or provision of these Terms is held invalid or unenforceable, then that term, clause, or provision shall be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, cause, or provision, or any other terms, clause, or provision of these Terms.

Entire Agreement

These Terms comprise the entire agreement between you and BOOMN relating to your access to and use of the Platform and Content, and supersede any and all prior discussions agreements, and understandings of any kind (including without limitation prior versions of this Terms). Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.

Survival

You agree and understand that all provisions of these Terms shall survive the termination or expiration of these Terms.

Contact Information

If you have any questions, would like to provide feedback, or would like more information about BOOMN, please feel free to email us at info@boomn.io. If you would like to lodge a complaint, please contact us at legal@boomn.io.

General

You affirm that you are over the age of 18. BOOMN is not intended for children under 18. If you are under the age of 18, you may not use the Platform. We do not knowingly collect information from or direct any of our content specifically to children under the age of 18. If we learn or have reason to suspect that you are a user who is under the age of 18, we will unfortunately have to close your account. Other countries may have different minimum age limits, and if you are below the minimum age for providing consent for data collection in your country, you may not use BOOMN without obtaining your parents’ or legal guardians’ consent. IF YOU ARE UNDER THE AGE OF 18 OR THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE (IF THAT JURISDICTION HAS AN OLDER AGE OF MAJORITY), THEN YOU AGREE TO REVIEW THESE TERMS WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT BOTH YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THESE TERMS. YOU AGREE TO HAVE YOUR PARENT OR GUARDIAN REVIEW AND ACCEPT THESE TERMS ON YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN AGREEING TO THE TERMS FOR THE BENEFIT OF ANYONE UNDER THE AGE OF 18, THEN YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY FOR THAT CHILD’S USE OF BOOMN, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT HE OR SHE MAY INCUR.