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Terms of Use

Effective Date: May 13, 2022

1. Introduction

Thank you for choosing to use this website. Our website address is https://indiegigging.com, which is owned and operated by Megaphone Agency, LLC. These Terms of Use govern the use of this Site by its visitors.

2. Definitions

The terms “Megaphone Agency”, “we”, “us”, and “our” refer to Megaphone Agency, LLC.

The terms “Visitor”, “User”. “Member”, “You”, and “Your” refer to users of this website.

The term “Content” refers to (a) all of the software and code comprising or used to operate this Site, and (b) all of the text, content, data, analysis, photographs, images, illustrations, graphics, sound recordings, video and audio-video clips, and other materials available on this Site, including User-Generated Content and Feedback.

The term “Feedback” refers to the Content you post on or through this Site that is specifically about how we can improve this Site and the products and services we make available through this Site.

The term “including” means “including, but not limited to.”

The term “Site” refers to the website located at www.indiegigging.com and the features, services, programs, Tools, and content delivered or made available through or associated with the website.

The terms “User-Generated Content” or “UGC” refer to: (a) your publicly available profile information and (b) all content, materials, and information that you post, publish, or upload to the Site, including, without limitation, through any social networking tools available on the Site. UGC does not include “Feedback.”

3. Your Acceptance of These Terms of Use

These Terms of Use apply to all users of this Site, whether or not you are a registered member. By using this Site you are agreeing to comply with and be bound by these Terms of Use. If you do not agree to these Terms of Use, you may not access or use this Site.

4. Your Acceptance of Our Privacy Policy

By agreeing to these Terms of Use, you agree to the terms of our Privacy Policy, which is expressly incorporated herein. Before using this Site, please carefully review our Privacy Policy. All personal information provided to us as a result of your use of this Site will be handled in accordance with our Privacy Policy.

5. Your Consent to Other Agreements

When you use a special feature of this Site, you may be asked to agree to special or additional terms governing your use of the special feature. In such cases, you may be asked to expressly consent to the special terms, for example, by checking a box or clicking on a button marked “I agree.” This type of agreement is known as a “click-through” agreement. If any of the terms of the click-through agreement are different than the terms of these Terms of Use, the terms of the click-through agreement will supplement or amend these Terms of Use, but only with respect to the matters governed by the “click-through agreement.”

6. Ownership of this Site and its Content

This Site, including all its Content are protected under applicable intellectual property and other laws, including without limitation the laws of the United States and other countries. All Content and intellectual property rights therein are the property of Megaphone Agency or Megaphone Agency’s partners and is protected pursuant to applicable copyright and trademark laws.

The presence of any Content on this Site does not constitute a waiver of any right in such Content. You do not acquire ownership rights to any such Content viewed through this Site. Except as otherwise provided herein, none of this Content may be used, copied, reproduced, distributed, republished, downloaded, modified, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without our express prior written permission.

Permission is hereby granted to the extent necessary to lawfully access and use this Site and to display, download, or print portions of this Site on a temporary basis and for your personal, educational, noncommercial use only, provided that you (i) do not modify the Content; (ii) you retain any and all copyright and other proprietary notices contained in the Content; and (iii) you do not copy or post the Content on any network computer or broadcast the Content in any media. All rights in and to the Site and Content not expressly granted are hereby reserved by Megaphone Agency.

7. Trademarks

The Megaphone Agency names and logos (including, without limitation, those of its affiliates), all product and service names, all graphics, all button icons, and all trademarks, service marks and logos appearing within this Site, unless otherwise noted, are trademarks (whether registered or not), service marks and/or trade dress of Megaphone Agency and/or its affiliates (the “Megaphone Agency Marks”). All other trademarks, product names, company names, logos, service marks and/or trade dress mentioned, displayed, cited or otherwise indicated within this Site are the property of their respective owners. You are not authorized to display or use the Megaphone Agency Marks in any manner without our prior written permission. You are not authorized to display or use trademarks, product names, company names, logos, service marks and/or trade dress of other owners featured within this Site without the prior written permission of such owners. The use or misuse of the Megaphone Agency Marks or other trademarks, product names, company names, logos, service marks and/or trade dress or any other materials contained herein, except as permitted herein, is expressly prohibited.

8. Responsibility for User-Generated Content Posted on or Through this Site

You are responsible for User-Generated Content (“UGC”) that you post. Under no circumstances will we be liable in any way for any UGC.

This means that you, not Megaphone Agency, are entirely responsible for all UGC that you post and that you can be held personally liable for comments that are defamatory, obscene, or libelous, or that violate these Terms of Use, an obligation of confidentiality, or the rights of others. If any part of the UGC you post is not your original work, it is your responsibility to obtain any necessary permission to post it.

Because we do not control the UGC posted on or through this Site, we cannot and do not warrant or guarantee the truthfulness, integrity, suitability, or quality of that UGC. You also agree and understand that by accessing this Site, you may encounter UGC that you may consider to be objectionable. We have no responsibility for any UGC, including without limitation any errors or omissions therein. We are not liable for any loss or damage of any kind you may claim was incurred as a result of the use of any UGC posted, emailed, transmitted or otherwise made available on or through this Site. The UGC posted on or through this Site expresses the personal opinions of the individuals who posted it and does not necessarily reflect the views of Megaphone Agency or any person or entity associated with Megaphone Agency.

You own Your User-Generated Content, but we may use it. You own the copyright in any original UGC you post. We do not claim any copyrights in UGC. However, by using this Site you are granting us and our subsidiaries, affiliates, successors and assigns, a nonexclusive, fully paid, worldwide, perpetual, irrevocable, royalty-free, transferable license (with the right to sublicense through unlimited levels of sublicensees) to use, copy, modify, distribute, publicly display and perform, publish, transmit, remove, retain, repurpose, and commercialize UGC you post in any and all media or form of communication whether now existing or hereafter developed, without obtaining additional consent, without restriction, notification, or attribution, and without compensating you in any way, and to authorize others to do the same. For this reason, we ask that you not post any UGC that you do not wish to license to us, including any photographs, videos, confidential information, or product ideas.

Megaphone Agency and its Partners reserve the right to display advertisements in connection with your UGC and to use your UGC for advertising and promotional purposes.

We may disclose and/or remove User-Generated Content. Megaphone Agency has certain rights. We have the right (but do not assume the obligation) to:

  • monitor all UGC;
  • require that you avoid certain subjects;
  • remove or block any UGC at any time without notice at our sole and absolute discretion;
  • disclose any UGC and the identity of the user who posted it in response to a subpoena or whenever we believe that disclosure is appropriate to comply with the law or a court order, to prevent or investigate a possible crime or other violation of law, to protect the rights of Megaphone Agency or others, or to enforce these Terms of Use; and
  • terminate your access to and use of this Site, or to modify, edit or block your transmissions thereto, for any reason and in our sole discretion.

You agree that our exercise of such discretion shall not render us the owners of UGC you post, and that you will retain ownership thereof as described above.

Restrictions on User-Generated Content. It is a condition of these Terms of Use that you do not:

  • upload, post, transmit or otherwise make available
    • any UGC that is unlawful, harmful, hateful, threatening, abusive, harassing, libelous, defamatory, obscene, vulgar, pornographic, profane, racially disparaging, indecent, or invasive of another’s privacy;
    • any UGC that constitutes or encourages activity illegal under criminal or civil law;
    • any UGC that is false, misleading, or fraudulent;
    • any UGC that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
    • any UGC that violates or infringes upon the rights of others, including UGC which violates the patent rights, copyrights, trademark rights, privacy rights, publicity rights, trade secret rights, confidentiality rights, contract rights, or any other rights of any individual, living or deceased, or any legal entity;
    • any UGC that contains the image, name or likeness of anyone other than yourself, unless (i) that person is at least eighteen years old and you have first obtained his/her express permission or (ii) that person is under eighteen years old but you are his/her parent or legal guardian;
    • any request for or solicitation of any personal or private information from any individual to the extent such request is not consistent with the networking goals of this Site;
    • any UGC that contains advertising, promotions or marketing, or which otherwise has a commercial purpose, except for those portions or features of the Site that expressly intend to allow advertising, promoting, or marketing Your services, products or business.;
    • any material that 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; or
  • impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; or
  • violate any local, state, national or international law, rule or regulation.

By posting User-Generated Content, you represent and warrant that (i) you own or otherwise control all of the rights to the UGC and have the right to grant the license set forth in these Terms of Use; (ii) the UGC is accurate, and (iii) you have read and understood—and your UGC fully complies with—these Terms of Use and applicable laws and will not cause injury to any person or entity.

9. Removal of Content

In general you can seek removal of objectionable UGC, and lodge complaints against particular users, by contacting us through the information provided at the bottom of these Terms of Use. We will endeavor to review such requests and to remove UGC and users that we determine should be removed, in our sole discretion and in accordance with these Terms of Use and applicable law. However, by providing a mechanism for the submission of complaints, we make no promises that we will review all such complaints or that we will take any action in response to such complaints. Please be aware, however, that if the UGC has already been distributed to other websites or published in other media, we will not be able to recapture and delete it. Also, a back-up or residual copy of the UGC we remove from this Site may remain on back-up servers.

Violation of Copyrights

Megaphone Agency does not knowingly violate or permit others to violate the copyrights of others. We will promptly remove or disable access to material that we know is infringing or if we become aware of circumstances from which infringing activity is apparent.

If you are requesting removal of content because of a violation of your copyrights, please note that the Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that your own work, or the work of a third party for whom you are authorized to act, is featured on this Site or has been otherwise copied and made available on this Site in a manner that constitute copyright infringement, please notify us immediately. Your notice must be in writing and must include

  • an electronic or physical signature of the copyright owner or of the person authorized to act on behalf of the owner of the copyright interest;
  • a description of the copyrighted work that you claim has been infringed;
  • a description of where the material that you claim is infringing is located on this Site (including the URL, title and/or item number if applicable, or other identifying characteristics);
  • your name, address, telephone number, and email address, and, if you are not the owner of the copyright, the name of the owner; and
  • 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
  • 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.

Any notification by a copyright owner or a person authorized to act on its behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon us actual knowledge of facts or circumstances from which infringing material or acts are evident.

10. Your Feedback

Although we do not claim ownership of User-Generated Content you post using this Site, the Feedback you provide to us through this Site will be and remain our exclusive property. Your submission of Feedback will constitute an assignment to us of all worldwide rights, title and interests in your Feedback, including all copyrights and other intellectual property rights in your Feedback. We will be entitled to reduce to practice, exploit, make, use, copy, disclose, display or perform publicly, distribute, improve and modify any Feedback you submit for any purpose whatsoever, without restriction and without compensating you in any way. For this reason, we ask that you not send us any Feedback that you do not wish to assign to us.

11. Your Obligations

In consideration of your use of this Site, you agree that to the extent you provide personal information to Megaphone Agency it will be true, accurate, current, and complete and that you will update all personal information as necessary. You also agree that you will use an image of yourself that you are authorized to use for your profile picture. The use of company logos, advertisements, web addresses, contact information, pictures of celebrities or the unauthorized use of images owned by others is prohibited. Company logos may only be posted by authorized representatives of the respective company.

To the extent you create an account through this Site, you understand and agree that any account you create, including your username and password, are personal to you and may not be used by anyone else. You are responsible for maintaining the confidentiality of your username and password and are fully responsible for all activities that occur under your username and password by you or by anyone else using your username and password, whether or not authorized by you. You agree to change your password immediately if you believe your password may have been compromised or used without authorization. You also agree to immediately inform us of any apparent breaches of security such as loss, theft or unauthorized disclosure or use of your username or password by contacting us through the information provided at the bottom of these Terms of Use. Until we are so notified you will remain liable for any unauthorized use of your account.

You agree to use this Site in accordance with any and all applicable rules and regulations. You agree not to upload or transmit through this Site any computer viruses, trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer. Any unauthorized modification, tampering or change of any information; any interference with the availability of or access to this Site; or any unauthorized scraping of the Content on this Site is strictly prohibited. We reserve all rights and remedies available to us, including but not limited to the right to terminate your access to this Site.

12. Calculators, Analysis Tools & Advice

The calculators, templates, and downloads found on this Site (“Tools”) are designed to be used for informational and educational purposes only and do not constitute financial or legal advice. Megaphone Agency recommends that you: (a) seek the advice of professional advisors, including an attorney familiar with music industry best practices, before making any type of business or legal decision, and (b) independently verify any calculation or output obtained from a Tool. Your use of Tools and Content found on the Site is at your own risk. Megaphone Agency is not responsible for the consequences of any decisions or actions taken in reliance upon or as a result of the information provided by these Tools. Furthermore, Megaphone Agency is not responsible for any human or mechanical errors or omissions.

Additionally, Megaphone Agency may offer opportunities to receive feedback or information directly or indirectly from Megaphone Agency’s personnel (“Feedback”). The Feedback is informational in nature and is not intended to be legal, financial, or tax advice, and Megaphone Agency is not engaged in the provision of legal, tax or any other advice.  You should seek your own advice from professional advisors, including lawyers and accountants, regarding the legal, tax, and financial implications of any business transaction you contemplate. Megaphone Agency does not make, and hereby disclaims, any representations and warranties regarding the content of the Feedback, whether express or implied, including implied warranties of merchantability or fitness for a particular purpose.  You use the advice and information provided in the Feedback at your own risk. Megaphone Agency hereby disclaims any liability to you for any loss, damage, or cost arising from or related to the Feedback, including, without limitation, the accuracy, appropriateness, quality, or completeness of the information provided in the Feedback, regardless of the cause. Megaphone Agency is not liable or responsible to you with respect to any lost profits, loss or damage, including, without limitation, incidental, indirect, or consequential damages caused, or alleged to have been caused, directly or indirectly, by the Feedback.

13. Fees and Payments

Indie Gigging users can elect to upgrade their account to a level that requires payment. Megaphone Agency reserves the right to change the fees at any time, upon notice to you. By registering for a paid account level, or other subscription service, you agree to pay Megaphone Agency the fees for the services applicable to the account level chosen. For any upgrade or downgrade in plan level, the credit card that you provided will automatically be charged the new rate immediately.

All fees are paid in advance and are non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, refunds for accounts that have had access to particular services restricted, refunds for accounts that have had upgrades canceled for any reason including violations of these Terms, or refunds for months unused. We reserve the right to deactivate your access to the services for your failure to pay applicable fees or for violations of these Terms. If you provide us with a credit card that expires during the term of these Terms of Service, we reserve the right to charge any renewal card issued to you as a replacement. You agree to promptly pay Megaphone Agency in the event of any refusal of your credit card issuer to pay any amount to Megaphone Agency for any reason. You agree to pay all costs of collection, including attorneys’ fees and costs, on any outstanding balance. In the event you fail to pay any amount when due, Megaphone Agency may immediately suspend or terminate your access to any or all of our services.

14. Automatic Renewal

Your paid account subscription will renew automatically, unless you cancel your subscription (see Cancellation on how to cancel). You must cancel your subscription before the calendar day it renews (the day of the month you are to be charged) to avoid billing of the subscription fees for the renewal term to your credit card. Additionally, we may terminate your subscription for a violation of these Terms.

15. Promotional or Trial Period Pricing

We may elect to offer free or discounted pricing for use of paid account levels or other subscription services (a “Trial”). If you do not cancel your subscription prior to the expiration of the Trial, then your credit card will be billed for the subscription fees. You agree to comply with any additional terms, restrictions or limitations we impose in connection with any Trial. You may not sign-up for multiple Accounts in order to receive additional benefits under any Trial.

16. Cancellation

You may cancel your subscription(s) at any time by logging into your Indie Gigging account, going to your account preferences and clicking on the “Please cancel my account” link. Other subscriptions may be cancelled via the settings on the pages associated with their features. If you cancel the services before the last day of your current paid up month, your cancellation will take effect immediately and you will not be charged again.

17. Disclaimers

WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THIS SITE OR ITS CONTENT, OR ANY TOOL, FEEDBACK, PRODUCT, OR SERVICE AVAILABLE ON OR PROMOTED THROUGH THIS SITE, INCLUDING PRODUCTS OR SERVICES FROM THIRD-PARTIES. THIS SITE, ALL TOOLS, ANY FEEDBACK, AND ALL OF ITS CONTENT (INCLUDING USER-GENERATED CONTENT) ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, MEGAPHONE AGENCY, ITS AFFILIATES, AND THEIR SERVICE PROVIDERS AND LICENSORS DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, ARISING BY STATUTE, CUSTOM, COURSE OF DEALING, COURSE OF PERFORMANCE OR IN ANY OTHER WAY, WITH RESPECT TO THIS SITE, ITS CONTENT, TOOLS, ANY FEEDBACK, AND ANY PRODUCTS OR SERVICES AVAILABLE OR PROMOTED THROUGH THIS SITE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MEGAPHONE AGENCY, ITS AFFILIATES, AND THEIR SERVICE PROVIDERS AND LICENSORS DISCLAIM ALL REPRESENTATIONS AND WARRANTIES (A) OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (B) RELATING TO THE SECURITY OF THIS SITE; (C) THAT THE CONTENT OF THIS SITE, FEEDBACK, OR ANY TOOLS ARE ACCURATE, COMPLETE OR CURRENT; OR (D) THAT THIS SITE WILL OPERATE SECURELY OR WITHOUT INTERRUPTION OR ERROR. YOUR USE OF ALL TOOLS AND FEEDBACK IS AT YOUR OWN RISK.

WE DO NOT REPRESENT OR WARRANT THAT THIS SITE, ITS SERVERS, OR ANY TRANSMISSIONS SENT FROM US OR THROUGH THIS SITE WILL BE FREE OF ANY HARMFUL COMPONENTS (INCLUDING VIRUSES).

MEGAPHONE AGENCY DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR STATEMENTS, ADVICE AND OPINIONS MADE BY ANYONE OTHER THAN AUTHORIZED MEGAPHONE AGENCY SPOKESPERSONS. WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR ANY STATEMENTS, ADVICE OR OPINIONS CONTAINED IN USER-GENERATED CONTENT AND SUCH STATEMENTS, ADVICE AND OPINIONS DO NOT IN ANY WAY REFLECT THE STATEMENTS, ADVICE AND OPINIONS OF MEGAPHONE AGENCY. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. YOU ACCEPT THAT OUR SHAREHOLDERS, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES SHALL HAVE THE BENEFIT OF THIS CLAUSE. IN ADDITION, MEGAPHONE AGENCY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF ANY SERVICES OR GOODS OFFERED BY THIRD PARTIES.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF CERTAIN WARRANTIES, SO ALL OR PART OF THIS DISCLAIMER OF WARRANTIES MAY NOT APPLY TO YOU.

18. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS WE, ON BEHALF OF OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS AND SERVICE PROVIDERS, EXCLUDE AND DISCLAIM LIABILITY FOR ANY LOSSES AND EXPENSES OF WHATEVER NATURE AND HOWSOEVER ARISING INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, GENERAL, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES; LOSS OF USE; LOSS OF DATA; LOSS CAUSED BY A VIRUS; LOSS OF INCOME OR PROFIT; LOSS OF OR DAMAGE TO PROPERTY; CLAIMS OF THIRD PARTIES; OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE. YOU ASSUME TOTAL RESPONSIBILITY FOR ESTABLISHING SUCH PROCEDURES FOR DATA BACK UP AND VIRUS CHECKING AS YOU CONSIDER NECESSARY. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER BASIS.

This Site gives you specific legal rights and you may also have other rights which vary from country to country. Some jurisdictions do not allow certain kinds of limitations or exclusions of liability, so the limitations and exclusions set out in these Terms of Use may not apply to you. Other jurisdictions allow limitations and exclusions subject to certain conditions. In such a case the limitations and exclusions set out in these Terms of Use shall apply to the fullest extent permitted by the laws of such applicable jurisdictions. Your statutory rights as a consumer, if any, are not affected by these provisions, and we do not seek to exclude or limit liability for fraudulent misrepresentation.

19. Links to Third-Party Websites

This Site may: (a) provide links to other websites operated by third parties, or (b) allow you to interact with third party businesses. Because we have no control over third-party websites or businesses, we are not responsible for the availability of those websites and do not endorse and are not responsible or liable for any services, products, content, advertising, services, products, or other materials on or available from such third parties, including their websites. Megaphone Agency does not endorse any third-party business or website, and in no event shall Megaphone Agency be responsible or liable for any products or services of such third parties. Megaphone Agency shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, advertising, services, products, or other materials on or available from such third parties or their websites. These Terms of Use do not apply to your use of third-party websites; your use of such websites is subject to the terms and policies of the owner of such websites.

Megaphone Agency has financial relationships with some of the companies, products, and services mentioned on our site, and may be compensated if users choose to follow the links pointing to those companies, products or services.

20. Modification, Discontinuation, and Termination

We reserve the right at any time and from time-to-time to modify, edit, delete, suspend or discontinue, temporarily or permanently this Site (or any portion thereof) and/or the information, materials, products and/or services available through this Site (or any part thereof) with or without notice. You agree that we shall not be liable to you or to any third party for any such modification, editing, deletion, suspension or discontinuance of this Site.

You also agree that Megaphone Agency, in its sole discretion, may terminate your password, account (or any part thereof), or use of this Site for any reason, including, without limitation, for lack of use or if Megaphone Agency believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Use. You agree that any termination of your access to this Site under any provision of these Terms of Use may be effected without prior notice, and acknowledge and agree that Megaphone Agency may immediately deactivate or delete your account and all related information in your account and/or bar any further access to this Site. Further, you agree that Megaphone Agency shall not be liable to you or any third-party for any termination of your access to this Site.

21. Waiver

Our failure at any time to require performance of any provision of these Terms of Use or to exercise any right provided for herein will not be deemed a waiver of such provision or such right. All waivers must be in writing. Unless the written waiver contains an express statement to the contrary, no waiver by Megaphone Agency of any breach of any provision of these Terms of Use or of any right provided for herein will be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under these Terms of Use.

22. Severability

If any provision of these Terms of Use is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of these Terms of Use will remain in full force and effect.

23. Governing Law, Jurisdiction and Venue

These Terms of Use will be governed under the laws of the State of Texas without regard to its conflicts of law provisions. All disputes arising out of or in connection with this Agreement, wherever derived, shall solely be resolved in Travis County in the State of Texas in accordance with the laws of that State. You hereby irrevocably consent and submit to the personal jurisdiction of said courts for all such purposes. However, we retain the right to bring legal proceedings in any jurisdiction where we believe that infringement of these Terms of Use is taking place or originating.

24. Indemnity

You agree to indemnify and hold Megaphone Agency, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of this Site in violation of these Terms of Use and/or arising from a breach of these Terms of Use and/or any breach of your representations and warranties set forth above and/or if any material that you post using this Site causes us to be liable to another. We reserve the right to defend any such claim, and you agree to provide us with such reasonable cooperation and information as we may request.

25. Entire Agreement

These Terms of Use (together with our Privacy Policy) contain the entire understanding and agreement between you and Megaphone Agency with respect to this Site and supersede all previous communications, negotiations, and agreements, whether oral, written, or electronic, between you and Megaphone Agency with respect to this Site and your use of this Site.

26. These Terms of Use May Change

These Terms of Use are current as of the effective date set forth above. Megaphone Agency reserves the right to change these Terms of Use from time to time consistent with applicable laws. These changes will be effective as of the date we post the revised version on this Site. Your continued use of this Site after we have posted the revised Terms of Use constitutes your agreement to be bound by the revised Terms of Use. If at any time you choose not to accept these Terms of Use, you should not use this Site.

27. Contact Us

If you have any questions about this Site or these Terms of Use, please contact us at:

Megaphone Agency, LLC
701 Tillery St. Ste. 12
Austin, TX. 78702

Phone: (512) 666-7710
Email: info@megaphoneagency.com