21 BLACKSTREET

END USER CONTENT LICENSING AGREEMENT

IMPORTANT-- READ CAREFULLY:  This 21 Blackstreet Agreement (the “Agreement”) is a legal agreement between you as licensee (hereinafter “Licensee” or “you”) and 21 Blackstreet, with its principal place of business at 626 N. Graham Street, Charlotte, NC  28202 (hereinafter “Licensor,” “we,” or “us”) for the purchase and downloading of literary works and content from the 21 Blackstreet website (the “Website”).  This Agreement is a binding contract, and it contains the complete terms and conditions that apply to your agreement to purchase and download the content you seek to access on the Website (the “Publication”).  By clicking the button at the bottom of this Agreement, you agree to be bound by the terms set forth below.  If you do not agree to the terms of this Agreement, then you should immediately terminate your use of this Website.

Licensee and Licensor may be referred to individually herein as a “Party” and collectively as the “Parties.” 

I.          Eligibility.  This Website is only available to persons who are at least 18 years old. By using this Website, you represent and warrant that you are at least 18 years of age.  

II.         License

            a.         Grant of License.  You are hereby granted for the Term of this Agreement a nonexclusive license (i) to download, use, and display the Publication in electronic format on a single workstation for your personal use only and (ii) to print out a single hard copy of the Publication for your personal use only.  Any use which exceeds the scope of this license grant shall constitute a breach of this Agreement.

            b.         Restrictions.  You are not authorized to print out or make more than one (1) single copy of any Publication.  You may not post on a website, distribute, resell, sublicense, or otherwise disclose or transfer the Publication to any third party, or modify or create derivative works of the Publication.  You will not use the Publication in a network or any other multiple use arrangement which is not authorized by us in advance in writing.

            c.         Ownership.  You acknowledge that all right, title, and interest in the Publication shall remain with the author who has licensed the Publication to us for sale and distribution to end users.  You agree not to remove any trademark, copyright, or other proprietary notices on or in any portion of the Publication as delivered, and to reproduce all such notices on and in all authorized copies. 

III.        Payment.  You shall pay an up-front license fee to purchase, download, use, and display a Publication (the “Purchase Price”), which Purchase Price will be set by the author.  All fees are in U.S. Dollars.  By using the Website, you are agreeing to pay the fees as set by the author at the time of purchase.  All purchases are final and non-refundable.  We will not make refunds of any Purchase Price, even if you purchase a Publication that is subsequently removed as an infringing work pursuant to Section IX below.

IV.        Taxes.  We are responsible for the collection and payment of all sales taxes on Publications sold under this Website.

V.         Term; Termination.  This Agreement shall commence as of the date on which the Purchase Price is paid and remain in effect for a period of a year, unless otherwise terminated.  This Agreement will automatically terminate upon prior written notice in the event that you breach any term or condition of this Agreement.  Upon such breach, your access to the Publication shall be automatically terminated and you will be obligated to destroy any electronic or printed copies of the Publication. 

VI.        Warranty; Disclaimer. 

a.         Limited Warranty.  We warrant that the electronic delivery format of the Publication will be free from any physical defects for a period of thirty (30) days from the purchase of the Publication. 

b.         Disclaimer of all other Warranties.  Except as set forth in the Limited Warranty above, the Publication is provided on an “as is” basis.  We will not edit or modify the Publication, and do not guarantee accurate preservation of the Publication’s original formatting.  We make no warranty that the Publication will be accurate, current, complete, or free of errors and omissions, will be formatted to your standards, nor that the Publication will meet all of your needs.  We also cannot warrant that access to our Website will be continuous, uninterrupted, bug-free, error-free, virus- free, or free of technical problems. We will however, use reasonable care to to provide uninterrupted, bug-free, error-free service on our Website.  TO THE EXTENT PERMITTED BY LAW WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  WE DO NOT WARRANT THAT ALL ERRORS, BUGS, OR DEFECTS IN OURWEBSITE CAN OR WILL BE CORRECTED OR THAT THE WEBSITE WILL OPERATE BUG-FREE, ERROR-FREE, OR UNINTERRUPTED. Upon your notifying us of any physical defect in the Publication’s electronic delivery format, your entire liability and our sole and exclusive remedy shall be a replacement delivery of the Publication at no charge.  Any replacement Publication will be warranted for the remainder of the original Limited Warranty Period.

VII.       Consequential Damages; Limitation of Liability. TO THE EXTENT PERMITTED BY LAW,  NEITHER WE NOR OUR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AND REPRESENTATIVES SHALL IN ANY EVENT BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, PUNITIVE, EXEMPLARY, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION LOSS OF DATA OR PROFITS, COST OF PROCUREMENT OR REPLACEMENT GOODS AND SERVICES, COVER, OR RELIANCE DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE DELIVERY, USE, OR PERFORMANCE OF THE PUBLICATION, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INFRINGEMENT OF INTELLECTUAL PROPERTY, OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.  WE AGREE THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.  Our total aggregate liability to you from all causes of action and under all theories of liability will be limited to and will not exceed the total amount of license fees paid pursuant to this Agreement.  This limitation shall apply notwithstanding the failure of the essential purpose of any remedy hereunder. 

VIII.      Indemnification.  You agree to indemnify, defend, and hold harmless us, and our officers, employees, independent contractors, or agents, from and against any and all loss, damage, liability, and expense (including without limitation reasonable fees for attorneys and experts) arising out of any claim, demand, cause of action, debt, or liability, including reasonable attorneys’ fees, to the extent that such action is based upon or arises out of a claim that (i) you have infringed on the rights of the author of the Publication; (ii) you have breached any of your representations, warranties, or covenants hereunder; (iii) results from your misuse of this Website; or (iv) arises out of your negligence or willful misconduct.  We shall be entitled, at our expense, to participate in the defense and settlement of any claim or action with counsel of our own choosing. 

IX.        Infringement.  We take claims of copyright infringement very seriously, and reserve the right to take immediate action to remove an infringing Publication from our Website, in the event we receive notice that such a Publication is infringing. 

X.         General.

a.                   Entire Understanding.  This Agreement contains the entire understanding of the Parties with respect to the subject matter contained herein, and shall supersede all prior agreements and understandings, whether written or oral.  There are no restrictions, promises, covenants, or understandings other than those expressly set forth herein, and no rights or duties on the part of either Party are to be implied or inferred beyond those expressly provided for.

b.                  Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, USA, without regard to conflicts of law principles.

c.                   Dispute Resolution.  All disputes or controversies arising out of or in connection with this Agreement, its interpretation, performance, or termination, shall be submitted initially to informal dispute resolution, in which case one representative from each Party will meet at a neutral location within thirty (30) days of the commencement of the conflict in order to attempt in good faith to resolve the dispute.  In the event that the Parties are unable to resolve such dispute within thirty (30) days following the first meeting of the Parties, then the dispute shall be submitted to non-binding mediation.  The Parties shall share equally the costs of mediation.  If the Parties are unable to resolve the dispute, either informally or by non-binding mediation, the Parties shall submit the dispute to binding arbitration in _______________ under Rules of Arbitration for the American Arbitration Association.  The costs of the arbitration, including administrative and arbitrators’ fees, shall be shared equally by the Parties.  Each Party shall bear its own costs and attorneys’ and witnesses’ fees.  The arbitration award shall be final and each Party shall comply in good faith and submit itself to the jurisdiction of the appropriate state or federal courts in ____________________ for the sole purpose of the entry of such arbitrator’s award to render effective such arbitration decision.  Notwithstanding the foregoing, judgment on the award by the arbitrator may be entered in any court having jurisdiction.  If judicial enforcement or review of the arbitrator’s decision is sought, the prevailing Party shall be entitled to costs and reasonable attorneys’ fees.

d.                  Severance.  If any provision of this Agreement is held unenforceable or in conflict with the law of any jurisdiction, the validity of the remaining provisions shall not be affected by such holding.  The Parties agree to negotiate and amend in good faith such provision in a manner consistent with the intentions of the Parties as expressed in the Agreement, if any invalid or unenforceable provision affects the consideration of either Party.

e.                   Modification; Additions.  We reserve the right to change the terms of this Agreement at any time at our discretion without advance notice.  Notwithstanding the foregoing, it is our practice to provide notice of any changes by sending you an e-mail to the e-mail address, which you provided to us. 

f.                    Assignment.  This Agreement shall be binding upon and inure to the benefit of the Parties and in our case, to our successors and assigns, and in your case, to your estate or legal representatives. 

g.                  Notices.  Any notices required or permitted to be given hereunder to Licensor shall be sent to the address set forth below, or at such other address as the Party shall specify in writing.  Such notice shall be deemed given upon personal delivery, or three (3) days after the date of mailing when sent by certified or registered mail, postage prepaid.  The notices shall be sent as follows:

If to Licensor:

Attn: Kevin Elliott

 

21 Blackstreet

 

626 N. Graham Street

 

Charlotte, NC  28202

 

USA

 

h.                  Survival.  The following provisions shall survive any termination of this Agreement until they have been completely exhausted: Sections ____________________.

i.                    Waiver.  No waiver by either Party of any breach of this Agreement, no matter how long continuing or how often repeated, shall be deemed a waiver of any subsequent breach thereof, nor shall any delay or omission on the part of either Party to exercise any right, power, or privilege hereunder be deemed a waiver of such right, power, or privilege.

 

Should you have any questions about this Agreement, or desire to contact us for any reason, all communications should be directed to:

 

Attn.: Kevin Elliott

21 Blackstreet

626 N. Graham Street

Charlotte, NC  28202