CMWELL TERMS AND CONDITIONS OF WEB SITE USE

Set forth below are the terms and conditions (these "Terms and Conditions") governing the Cmwell Inc web site located at, or linked to through, the root URL www.cmwell.com, which may expand or change from time to time (the "Website"). As used herein, the term "CMWELL" refers to CMWELL Inc., the sole owner and operator of the Website; the term "you" or "your" refers to an individual, representing yourself or, if applicable, acting as legal representative for a group, business entity or corporation.

CAREFULLY READ THESE TERMS AND CONDITIONS. BY AVAILING YOURSELF OF THE WEBSITE OR RELATED SERVICES, YOU ARE CONSENTING TO BE BOUND BY THESE TERMS AND CONDITIONS AS SUCH TERMS MAY BE MODIFIED FROM TIME TO TIME AS DESCRIBED BELOW.

Use of Materials Found on the Website: The information, artwork, text, video, audio, pictures, software and other intellectual property (collectively, "Materials") contained on the Website are protected by copyright and international laws. You may only access and use the Materials for personal or educational purposes or as expressly provided for in applicable Cmwell program terms and conditions. You may not otherwise reproduce, distribute, publicly perform, publicly display, modify or create derivative works of the Materials, unless authorized by the appropriate copyright owner(s). In the event that you print Materials found on the Website, you must include any copyright notice originally included with the Materials on all copies. You may not link directly to any media file located on a Cmwell server, except where explictly allowed to do so. You should not attempt to claim any Materials as your own work. Any computer software downloadable or otherwise available on the Website is provided subject to the terms of the applicable license agreement. Before using any Cmwell logo or trademark, please contact Cmwell Inc.

Copyright and Trademark Infringement Policy and Notification Procedure: Cmwell does not own the musical compositions, sound recordings, art or other written or visual images (collectively, the "Content") posted by third parties to the Website. All Content is posted by an individual, group or company (collectively, the "Artist") who has represented and warranted to Cmwell that, among other things, neither the Content nor the names, trademarks and service marks under which Content is promoted (collectively, the "Name") infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy, or moral rights (see the section titled 'Representations and Warranties' of the current Cmwell Music Submission Agreement (below.)

Since Cmwell is not in a position to determine who has the prevailing claim to use any particular Content or Name posted to the Website, its policy on such matters is that they be resolved directly by the parties alleging misuse of their Content and/or Name (the "Complainants") and the Artists. We recommend that Complainants immediately notify Artists about allegations of infringement by going to the Artist's page on the Website, clicking the Contact link and contacting the Artist directly. It has been Cmwell's experience that most Artists are honest and responsible citizens who may not realize they are engaged in infringing activities. Typically, once notified of a claim, Artists voluntarily cease using such infringing Content and/or Name on the Website and elsewhere.

Complainants may notify Cmwell concerning any Content and/or Name being used on the Website in violation of their rights by sending an email to cmwellbiz@gmail.com. Cmwell only shall use information provided by Complainants in accordance with its then-current Privacy Policy and as reasonably necessary to address any allegations contained therein, which may include disclosing some or all of the information to Artists. In most cases, soon after receiving written notice alleging infringement, Cmwell either will remove the allegedly infringing Content and/or Name from those web pages identified or, at its election, remove those web pages.

Refund policy: Cmwell does not offer refunds. If there are any issues with a service or an ordered item please contact Cmwell immediatly, we aim to solve any issue amicably. Premium services (recurring billings) can be cancelled anytime for any reason. Cancellations by the individual, group or company that signed up for the premium service (collectively, the "Subscriber") will be effective after the paid period. In case of cancellation by the Subscriber the period that is already paid for will not be reimbursed. The premium service will then remain active until the end of the paid period. Cmwell reserves the right to cancel premium services for any reason at any time without notification. If Cmwell cancels a premium service before its expiration date, Subscriber might be entitled to a pro-rated refund of the last payment. No refund will be given if user violated the Terms and Conditions of Web Site Use, or the Music Submission Agreement.

Gold service can be cancelled by emailing cmwellbiz@gmail.com with cancellation request and artist name or order ID. Cancellation will be confirmed by email.

Your Conduct: You shall use the Website for lawful purposes only. You shall not post or transmit via the Website any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive, of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without Cmwell's express prior approval, contains advertising or any solicitation with respect to products or services. You shall not use any play- or page-increasing software or services.

In addition, if we feel that a user abuses the Cmwell site in any way, we reserve the right to share certain information with third parties. Abuses include (but are not limited to) posssible copyright infringement, possible libel and slander, possible credit card fraud. Cmwell reserves the right to refuse service, terminate accounts, and/or cancel orders at its sole discretion and without notification..

Content & Photos: An actual photo of the user is needed in order for identification purposes. This will help us determine if you are a real or fake account. The Website offers a wide selection and variety of content to our members and users. Content & Photos may NOT contain NUDITY,no photos of body parts,profanity or otherwise inappropriate or offensive material for children or other members and/or users. Cmwell is a CHRISTIAN WEBSITE & has the right to delete without notice if you breach those guidelines. CMWELL suggests that parents should supervise their children’s on-line activities and consider using parental control tools available to help provide an appropriate on-line environment for their children. Users are also encouraged to contact Cmwell for evaluation of possible offensive material. Cmwell reserves the right to act on such notices at its sole discretion.

Warranty Disclaimer. YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE AND RELATED SERVICES IS AT YOUR SOLE RISK. THE WEBSITE, MATERIALS AND RELATED SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CMWELL INC MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE WEBSITE OR ANY MATERIALS THEREIN, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. IN ADDITION, CMWELL INC MAKES NO REPRESENTATION THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. CMWELL INC WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS ON THE WEBSITE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY OPINION, ADVICE, INFORMATION OR OTHER CONTENT OR MATERIALS PROVIDED IN CONNECTION WITH OR OTHERWISE AVAILABLE THROUGH THE WEBSITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SUCH OPINION, ADVICE, INFORMATION OR OTHER CONTENT. UNDER NO CIRCUMSTANCE WILL CMWELL INC BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE WEBSITE, OTHER THAN AS REQUIRED UNDER APPLICABLE CONSUMER-PROTECTION LAW. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR LIMITATION OF CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU AND NOTHING CONTAINED HEREIN SHOULD BE CONSTRUED AS EXCLUDING OR LIMITING ANY LIABILITY BEYOND WHAT IS PERMITTED UNDER APPLICABLE LAW.

Limitation of Liability. By availing yourself of the Website, Materials or related services, you agree to release and hold Cmwell and the employees, officers, directors, shareholders, agents, representatives of Cmwell, its affiliates, subsidiaries, advertising, promotion and fulfillment agencies, any entity controlling, controlled by or under common control with Cmwell, any third-party providers or sources of information or data and legal advisers (collectively, "Cmwell Affiliates") harmless from any and all losses, damages, rights, claims and actions of any kind arising from or related to the Website, Materials or related services including but not limited to: (a) telephone, electronic, hardware or software, network, Internet or computer malfunctions, failures or difficulties of any kind; (b) failed, incomplete, garbled or delayed computer transmissions; (c) any condition caused by events beyond the control of Cmwell that may cause the Website or related services to be disrupted or corrupted; (d) any injuries, losses or damages of any kind arising in connection with or as a result of your use of the Website, Materials or related services; or (e) any printing or typographical errors in any materials associated with the Website, Materials or related services. In addition, you agree to defend, indemnify and hold Cmwell Affiliates harmless from any claim, suit or demand, including reasonable attorney's fees, made by a third party due to or arising out of your utilizing the Website, Materials or related services, your violation or breach of these Terms and Conditions, your violation of any rights of a third party, or any other act or omission by you. IN NO EVENT WILL CMWELL BE LIABLE FOR ANY INDIRECT, STATUTORY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE ARISING OUT OF YOUR AVAILMENT OF MATERIALS (HOWEVER ARISING, INCLUDING NEGLIGENCE), EVEN IF CMWELL WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

General Provisions: You agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside. Your correspondence or business dealings with, or participation in promotions of or with parties found on or through the Website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations applicable to such dealings, are solely between you and such parties. These Terms and Conditions are governed in all respects by the laws of the State of Oregon as such laws are applied to agreements entered into and to be performed entirely within Oregon between Oregon residents. Legal proceedings related to the matters herein shall be brought in and adjudicated solely in the courts of Multnomah County, Portland Oregon, United States of America. Both parties consent to extra-territorial service of process and submit to the jurisdiction of said courts. If any provision of these Terms and Conditions is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Cmwell's failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. These Terms and Conditions set forth the entire understanding and agreement of the parties as to the subject matter hereof and supersede all prior proposals, discussions or agreements with respect thereto. A printed version of these Terms and Conditions and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Age requirements for use of the Service: This Service is available for individuals aged 13 years or older. If you are 13 or older but under the age of 18, you should review these terms and conditions with your parent or guardian to make sure that you and your parent or guardian understand these terms and conditions.

Modification of Terms and Conditions: From time to time Cmwell may modify these Terms and Conditions in its sole discretion. When such modification is made, Cmwell will post a revised version of these Terms and Conditions on the Website. Modifications will be effective when they are posted. Cmwell is not required to provide you with notification that any such modification has been made. It is your responsibility to review these Terms and Conditions from time to time to be aware of any such modifications. Each time you log on to the Website, you will be deemed to have accepted any such modifications.







©2009 Cmwell Inc. All rights reserved.



Cmwell Music Submission Agreement

This agreement describes the legal relationship between you (an individual artist, or, in the case where you are involved with a band, an individual acting as the legal representative of your band) and Cmwell, Inc. (refered to us "we" or "us"). By submitting any material or information to Cmwell, its successors, assigns, agents, distributors and licensees, you explicitly confirm that you have read, understood, and agreed to the following agreement:

You have the right to terminate this agreement and all licenses granted to us at any time.

If you provide us with sound recordings, musical works and/or other material (such as pictures, videos, song lyrics, etc.; collectively "Standard Program Material") the following terms apply:

1. License Grant. You hereby grant to us, and by the act of delivering Standard Program Material to us grant to us, a nonexclusive, worldwide, royalty-free license to: (a) reproduce, distribute, publicly perform, publicly display and digitally perform the Standard Program Material in whole or in part (including the right to create compilations which include your songs); (b) create and use samples of the Standard Program Material solely for the purpose of demonstrating or promoting our or your products or services; (c) use any trademarks, service marks or trade names incorporated in the Standard Program Material in connection with your material; and (d) use the name and likeness of any individuals represented in the Standard Program Material only in connection with your material.

General Terms

1. Ownership. You retain ownership of the copyrights and all other rights in your songs, subject to the non-exclusive rights granted to us under this agreement. You are free to grant similar rights to others during and after the term of this agreement.

2. Termination. You may terminate this agreement at any time by so notifying us; the agreement will terminate upon our actual receipt of such notice. We may terminate this agreement at any time without notification. Upon termination, all of our license rights terminate, except that we retain those rights necessary for us to sell any CDs or other tangible goods which we have produced prior to the date of termination which incorporate any of your Material (as defined in section 3 below). Our obligation to pay you amounts due to you under this agreement survives termination. Also, sections 3 and 6 below survive termination.

3. Representations and Warranties. The term "Material" means all material that you submit to us, including Standard Program Material, Sample Songs, and Collateral Material, as applicable. You represent and warrant that (a) the Material is your or your band’s own original work, and contains no sampled material, (b) you have full right and power to enter into and perform this agreement, and have secured all third party consents necessary to enter into this agreement, (c) the Material does not and will not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy, or moral rights (d) the Material does not and will not violate any law, statute, ordinance or regulation; (e) the Material is not and will not be defamatory, trade libelous, pornographic or obscene, (f) the Material does not and will not contain any viruses or other programming routines that detrimentally interfere with computer systems or data, (g) all factual assertions that you have made and will make to us are true and complete. You agree to indemnify and hold us and our customers harmless from any and all damages and costs, including reasonable attorney’s fees, arising out of or related to your breach of the representations and warranties described in this section. You agree to execute and deliver documents to us, upon our reasonable request, that evidence or effectuate our rights under this agreement. We, our customers, and our licensees shall not be required to make any payments with respect to material that you submit to our sites under these Terms, including but not limited to payments to third parties, music publishers, mechanical rights agents, performance rights societies, persons who contributed to or appear in your materials, your licensors, unions, or guilds.

4. Determining Type of Content. We will implement and maintain business practices which enable us to accurately categorize content that you deliver to us. If we make an error in good faith however and consequently exceed our license rights, your sole and exclusive remedy will be for us to take all reasonable steps to promptly correct the error as soon as we become aware of the error.

5. Warranty Disclaimer. YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE AND RELATED SERVICES IS AT YOUR SOLE RISK. THE WEBSITE, MATERIALS AND RELATED SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CMWELL INC MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE WEBSITE OR ANY MATERIALS THEREIN, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. IN ADDITION, CMWELL INC MAKES NO REPRESENTATION THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. CMWELL INC WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS ON THE WEBSITE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY OPINION, ADVICE, INFORMATION OR OTHER CONTENT OR MATERIALS PROVIDED IN CONNECTION WITH OR OTHERWISE AVAILABLE THROUGH THE WEBSITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SUCH OPINION, ADVICE, INFORMATION OR OTHER CONTENT. UNDER NO CIRCUMSTANCE WILL CMWELL INC BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE WEBSITE, OTHER THAN AS REQUIRED UNDER APPLICABLE CONSUMER-PROTECTION LAW. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR LIMITATION OF CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU AND NOTHING CONTAINED HEREIN SHOULD BE CONSTRUED AS EXCLUDING OR LIMITING ANY LIABILITY BEYOND WHAT IS PERMITTED UNDER APPLICABLE LAW.

6. Waiver of Certain Damages. EXCEPT FOR A BREACH OF SECTION 3, NEITHER YOU OR US WILL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT.

7. Terms And Conditions. The 'Terms And Conditions of Web Site Use' as found (ABOVE.)

8. Miscellaneous. This agreement will be governed by Oregon law, excluding conflict of law principles. Any action or proceeding arising out of or related to this agreement must be brought in a state or Federal court located in jurisdiction of Multnomah County, Portland Oregon, and we both irrevocably submit to the exclusive jurisdiction of such courts. All notices, requests and other communications under this agreement must be in writing (e-mail messages shall be deemed writings). This agreement sets forth the entire understanding and agreement of the parties as to this agreement’s subject matter and supersedes all prior proposals, discussions or agreements with respect to such subject matter.

From time to time, we may change this agreement. When such modification is made, we will post a revised version of this agreement on the Website. Modifications will be effective when they are posted. We are not required to provide you with notification that any such modification has been made.

n, 2009



Privacy Statement

Cmwell is committed to protecting your privacy online. We are also committed to providing you with the very best experience we can on our Web site. In order to enhance your experience at our site we gather certain personal information about you that helps us customize our content to your tastes and preferences. Please read the following policy to understand how your personal information will be treated as you make full use of our Web site. This policy may change from time to time so please check back periodically.

What information do we collect?
Cmwell collects information in several ways from different parts of our Web site.

Cmwell collects some personal information when you initially sign up for some of our free services. We may ask for your name, e-mail address, zip code, and country. The more information you share with us (and the more accurate it is), the better we are able to enhance and customize your experience on our site.

In addition to the information, we may ask you for personal information at other times, including (but not limited to) when you make a purchase through our online store, when you enter promotions or contests and when you respond to a survey. For example, when you make a purchase through our online store, we collect several items of personal information, including your billing and shipping address, telephone number, credit card information, and any other information necessary to complete the transaction. For your security, we never store credit card information on our servers. We transmit credit card information directly to the third party credit card processor through secure connections.

Wherever Cmwell collects personal information, we make an effort to include a link to this Privacy Policy on that page.

What information do parties other than Cmwell collect?
Some advertisers or Web sites that have links on our site may collect personally identifiable information about you when you access or utilize those links. Cmwell does not control the collection or use of such information, and the practices of those advertisers and Web sites are not covered by this Privacy Policy.


What are "cookies" and how do we use them?
Cmwell uses "Cookies" to track and record your preferences and activity on our Web site. Cookies are small bits of data that are sent to your browser and stored on your computer's hard drive. Your cookie may be set at various times during your interaction with our Web site. It is updated from time to time as you access the many different portions of our Web site. Each time you access our site, our server may deliver certain customized information to you based on the data stored in your cookie.

Some advertisers or Web sites that have links on our site may also use their own cookies.

What do we do with the information we collect?
Cmwell's primary goal in collecting personal information is to provide you, the user, with a customized experience on our Web site. The information we collect (including information contained in your cookie) may be used to provide such capabilities as personalization services, interactive communications, online shopping, and personalized communication between you and the artists you prefer. We may also use the information to estimate the size of our audience and measure certain traffic patterns, to track the progress and number of entries in our promotions and contests, to track visits to and business conducted at our online store, to notify our visitors about updates to our Web site, to contact you for marketing purposes, to contact you on behalf of certain artists and other third parties and deliver targeted advertisements that may be of interest to you. We may occasionally contact you with information regarding special events at Cmwell.

In addition, if we feel that a user abuses the Cmwell site in any way, we reserve the right to share certain information with third parties. Abuses include (but are not limited to) posssible copyright infringement, possible libel and slander, possible credit card fraud.

With whom do we share your information and for what purpose?
Cmwell does not sell, rent, or trade your personal information with others. However, when one or more of our business partners co-sponsor a service, promotion and/or contest, we may share some or all of the information collected in connection with such service, promotion or contest with the co-sponsor(s). If you do not want your information to be shared, you will be able to choose not to allow the transfer by not using or signing up for that particular service, promotion or contest.

In addition, when you make a purchase through our online store, or sign up to receive promotional items from us, we may share some of your personal information with third parties helping us to complete your transaction or send you the items you signed up to receive. When we share your information with such third parties, we will work to ensure that only the information necessary to complete your transaction is disclosed.

Google and the DoubleClick DART cookie

* Google, as a third party vendor, uses cookies to serve ads on Cmwell.
* Google's use of the DART cookie enables it to serve ads to our users based on their visit to our site and other sites on the Internet.
* Users may opt out of the use of the DART cookie by visiting the Google ad and content network privacy policy.

Your Consent
By using our Web site, you consent to the collection and use of your personal information by Cmwell as outlined in this Privacy Policy.

Changes to our Privacy Policy
From time to time, we may change our Privacy Policy. We will post those changes on this page so that our customers will always be aware of what information we collect, how we use it, and under what circumstances we share the information with others.
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