PAUL ALLEN AND THE UNDERTHINKERS TERMS OF USE

YOUR USE OF OUR SITE, YOUR REGISTRATION ON OUR SITE OR YOUR SUBMISSION OF ANY CONTENT OR PERSONAL INFORMATION CONSTITUTES YOUR AGREEMENT TO THESE TERMS, INCLUDING BUT NOT LIMITED TO THE PRIVACY POLICY AS AMENDED FROM TIME TO TIME. DO NOT USE THIS SITE OR PROVIDE CONTENT OR PERSONAL INFORMATION IF YOU DO NOT AGREE TO THE TERMS OR IF YOUR JURISDICTION WILL NOT HONOR THEM.

These Terms of Use represent the entire understanding between you and Submersible Music Inc. ("SMI") regarding your use of underthinkers.paulallen.com (the "Site"). Submersible is providing you access to the Site subject to these Terms of Use and the Site's Privacy Policy. By accessing the Site, submitting information through the Site, you signify your acceptance of these Terms of Use and your acceptance of the Privacy Policy.

SMI reserves the right, at any time, to modify, alter, update, or remove portions of these Terms of Use or the Privacy Policy, so please check them from time to time as your continued use of the Site signifies your acceptance of any changed terms. We will post any changes to these Terms of Use on this page so you can readily review the current version. We will alert you that changes have been made by indicating on the bottom of the Terms of Use the date it was last updated. If you are dissatisfied with these Terms of Use or the Privacy Policy, your sole and exclusive remedy is to discontinue your use of the Site.

Personal and Non-Commercial Use Only
Unless otherwise specified in writing by us, the Site , and any information, graphics, text, messages and other materials made available through the site is available for your personal and non-commercial use only. You may not copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information, products or services obtained through this Site. You agree that SMI may establish general practices and limits concerning use of the Site. You agree that SMI has no responsibility or liability for the deletion or failure to store any messages and other communications or other content maintained or transmitted by the Site.

Disclaimer
ANY USE OF THE SITE IS AT YOUR OWN SOLE RISK. THE SITE AND ALL CONTENT CONTAINED WITHIN THE SITE IS PROVIDED ON AN "AS-IS" BASIS. SMI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THOSE RELATED TO: (1) THE OPERATION OF THE SITE; (2) THE INFORMATION, CONTENT, MATERIALS, SOFTWARE, OR SERVICES INCLUDED OR DESCRIBED THEREIN; AND (3) ANY APPLICATION, INFORMATION, OR REQUEST SUBMITTED TO US THROUGH THE SITE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SMI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED (INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE), REGARDING THE SITE, INCLUDING WITHOUT LIMITATION WARRANTIES RELATED TO THE OPERATION OF THE SITE, THE INFORMATION, CONTENT, MATERIALS, AND SERVICES DESCRIBED THEREIN, AND ANY INFORMATION OR APPLICATIONS SUBMITTED THROUGH THE SITE. WITHOUT LIMITING THE FOREGOING, SMI DOES NOT WARRANT THAT THE SITE OR ANY OF ITS FUNCTIONS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SMI DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE MATERIALS ON THE SITE OR THE SERVICES DESCRIBED THEREIN. YOU ARE ENTIRELY RESPONSIBLE FOR ANY CONTENT YOU UPLOAD, EMAIL OR OTHERWISE POST USING THE SITE.

Limitation of Liability
IN NO EVENT SHALL SMI BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THE SITE, THE INFORMATION, CONTENT, OR MATERIALS DESCRIBED THEREIN, THE OPERATION OF THE SITE, ANY APPLICATION, INFORMATION, OR REQUEST SUBMITTED TO US THROUGH THE SITE, AND/OR THE SERVICES DESCRIBED THEREIN, EVEN IF SMI IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SMI'S LIABILITY TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO A MAXIMUM OF $100.

Links
The Site may contain links to other Web sites on the Internet that are owned and operated by someone other than SMI. SMI provides these links solely as a convenience. The appearance of a link does not imply SMI's endorsement, nor is SMI responsible for the content of any linked site. You access linked sites at your own risk. Once you choose to link to another website, you will be bound by the terms of use and privacy statement applicable to such website. YOU ACCESS LINKED SITES AT YOUR OWN RISK AND UNDER NO CIRCUMSTANCES WILL SMI BE LIABLE IN ANY WAY FOR ANY ASPECT OF THE LINKED SITE, INCLUDING BUT NOT LIMITED TO, LIABILITY FOR ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY LINKED SITE.

Eligibility
You must be 18 years or older to use the Site. You represent that you are 18 years or older.

Compliance with Laws
You agree to comply with all applicable laws, statutes, ordinances, and regulations regarding your use of the Site and your use of the services described therein.

Submissions
DO NOT SEND CONFIDENTIAL INFORMATION THROUGH THE SITE OR OTHERWISE TO SMI. We accept personal information for use in sending people information about the Site and the projects on the Site. However, we do not want and cannot accept any requests, proposals, business plans, applications, ideas, suggestions or other materials that you consider to be confidential or proprietary. Furthermore, we do not accept proposals concerning film or music production companies, film/TV scripts or concept papers, themed amusement parks or restaurants, music acts, record companies, or recording studios.

Except as otherwise agreed by us in writing, all requests, proposals, business plans, applications, ideas, suggestions, comments, feedback, and other materials disclosed, submitted, or offered to us, using the Site or otherwise, (collectively, "Submissions") will not be treated as confidential or proprietary and we will have no nondisclosure obligations or use prohibitions related to the Submissions. We do not claim ownership of the Submissions; however, by posting, uploading, inputting, providing or submitting your Submission you are granting us, our affiliates and necessary sublicensees permission to use your Submission in connection with the operation of our businesses, including without limitation the license rights to display, publish, reproduce, modify, transmit, sublicense, translate, create derivative works from, and distribute Submissions in any medium and through any method of distribution, transmission or display for any purpose whatsoever, commercial or otherwise, without compensation to you or anyone else.

We reserve the right to reject any Submission or request for information and to bar any user from the Site, for any reason, in our sole discretion.

Posting on Forums
As a visitor to the Site, you may participate in any available communications forums to post information, suggestions, reviews, or comments. You agree you will not post any content on the Site that is illegal, obscene, threatening, defamatory, invasion of privacy, infringing of intellectual property rights or otherwise injurious to third parties or objectionable or that contains any software viruses, political campaigning, commercial solicitation, chain letters or any form of mass mailings or spam. We reserve the right (but not the obligation) to remove or edit such content but we do not regularly review posted content. We take no responsibility and assume no liability for content posted by you or any third party.

We reserve the right at all times to disclose any information as we deem necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or remove any information or materials, in whole or in part, in our sole discretion. Materials uploaded to the Site may be subject to posted limitations on usage, reproduction and/or dissemination; you are responsible for adhering to such limitations if you download the materials.

No Unlawful or Prohibited Use; Indemnity
You warrant that you will not use the Site or any of the content obtained from the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner that could damage, disable, overburden or impair any of our servers or the network(s) connected to any of our servers, or interfere with any other party's use and enjoyment of the Site. You may not attempt to gain unauthorized access to any materials or information through any means not intentionally made available through the Site, including without limitation through hacking or any other means. You will indemnify, defend and hold harmless us, our subsidiaries and affiliates and their respective officers, employees and agents from any and all claims, demands, damages, costs and liabilities, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Site or any violation of these terms.

General Proprietary Rights
The Site is owned by SMI and contains material that is derived in whole or in part from SMI and other sources. The Site and its contents are protected by international copyright, trademark, and other intellectual property laws. You may not modify, copy, reproduce, republish, upload, post, transmit or distribute in any way any material from the Site, including without limitation code or software, without SMI's express written permission.

Copyright
All site design, text, code, graphics, and interfaces, audio samples, content and the selection and arrangements thereof, on the Site are the property of SMI, or their content suppliers, and are protected by U.S. and other international copyright laws, © 2013, Submersible Music Inc. ALL RIGHTS RESERVED. Prior permission to use, reproduce, or reprint any photograph, illustration, content, sample artwork, or other information or materials on the Site must be obtained from the copyright owner, regardless of the intended use. Any unauthorized use of the materials appearing on the Site is in violation of copyright, trademark and other applicable laws and could result in criminal or civil penalties. Musical content, including, without limitation, any audio samples, are the property of SMI or its licensors. You agree to use any such content solely for your internal evaluation of SMI's products.

Trademarks
"Underthinkers" "Submersible Music" and all logos, designs and symbols associated with such terms and SMI's products are trademarks of SMI and/or its affiliates. They may not be used in connection with any product or service other than those services offered by SMI or its affiliates, in any manner that is likely to cause confusion, or in any manner that disparages or discredits SMI or its affiliates. All other trademarks are the property of their respective owners.

Digital Millennium Copyright Act ("DMCA") Notice
SMI respects the intellectual property rights of others and is committed to complying with U.S. Copyright laws. SMI's policy is to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act of 1998 ("DMCA"). The DMCA provides resources for owners of copyrighted material who believe their rights under U.S. Copyright law have been infringed on the Internet. If you believe your work has been copied and is accessible on the App in a way that may constitute copyright infringement, please provide notice to SMI's Designated Agent, listed below. The notice must include the following information as provided by the DMCA, 17 U.S.C. 512(c)(3):

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;

  2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copy works at a single online App are covered by a single notification, a representative list of such works at that App;

  3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;

  4. Information reasonably sufficient to permit the service provider to contact the complaining party, such as address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;

  5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;

  6. A statement that the information in the notification is accurate and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
SMI's Designated Agent for receiving notices of copyright infringement may be reached at the following:

Copyright Agent for Claims, Legal Department
Submersible Music Inc.
505 Fifth Ave. S, Suite 900
Seattle, WA 98104
Telephone: (206) 342-2000
Fax: (206) 342-3000
Email: legal@vulcan.com

Notice of Potential Infringement
To notify SMI of any suspected infringement, please contact us at info@vulcan.com.

Applicable Law
SMI operates the Site from Seattle, Washington, United States of America. The laws applicable to the interpretation of these Terms of Use shall be the laws of the State of Washington without reference to its conflict of law provisions.

Disputes
You agree that any action at law or in equity arising out of or relating to these Terms of Use, the Site, and/or the services described therein shall be filed exclusively in the state or federal courts of King County, Seattle, Washington, USA, and you hereby consent and submit to the exclusive jurisdiction and venue of such courts. No action arising under or relating to these Terms of Use may be brought by either party more than one year after the cause of action has accrued.

Termination
These Terms of Use shall remain in force until terminated by SMI. SMI may terminate the Terms of Use, or suspend your access to all or part of the Site, without notice, for any conduct that SMI, in its sole discretion, believe is disruptive or is in violation of any applicable law or these Terms of Use. In the event of any such termination, the provisions regarding disclaimers, limitations of liabilities, Submissions, intellectual property rights, choice of law, and venue set forth in these Terms of Use shall survive.

Miscellaneous
If any provision of these Terms of Use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. SMI reserves the right to make changes to the Site, policies and these Terms of Use at any time.

Last Updated: May 29, 2013