Yamaha Guitar Group, Inc.

PLEASE CAREFULLY READ THESE TERMS OF USE BEFORE USING THIS WEBSITE OR PLACING AN ORDER. This website (the “Website”) is owned and operated by Yamaha Guitar Group, Inc. (“YGG”). These Terms of Use and any amendments or supplements to it, together with our Privacy Policy (collectively, the “Agreement”), form a legally binding agreement between you and YGG. This Agreement governs your access to and use of any YGG-owned Website (collectively, “Your Use”). Any orders placed through any YGG-owned website or by telephone, and, as applicable, your use or attempted use of our products and services shall be governed by the applicable Terms of Sale at the time of purchase or as subsequently amended.

Your use of the Website shall be deemed to constitute your consent to be bound by this Agreement and shall be enforceable in the same way as if you had signed this Agreement. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, PLEASE DO NOT USE THE WEBSITE.

1. Eligibility

To use the Website, you must be (a) 18 years or older and have the power to enter into a binding contract with us and not be barred from doing so under any applicable laws; or (b) 13 years or older and have your parent or guardian’s consent to the Agreement. The Website is not intended for children under the age of 13 and no person under the age of 13 may use the Website. If you use the Website, you are affirming that you are at least 13 years old.

2. User Conduct

You must only use the Website for lawful purposes, and you must not use it in a way that infringes the rights of anyone else or that restricts or inhibits anyone else’s enjoyment of the Website. You may not without our prior written consent: copy, reproduce, rent, lease, loan or sell content retrieved from the Website; or modify, distribute, or re-post any content on the Website for any purpose; or use the content of the Website for any commercial exploitation whatsoever.

In using the Website, you further agree: not to disrupt or interfere with the security of, or otherwise abuse, the Website, or any services, system resources, accounts, servers, or networks connected to or accessible through the Website or an affiliated or linked Website; not to disrupt or interfere with any other user’s enjoyment of the Website or affiliated or linked Website; not to upload, post, or otherwise transmit through or on the Website any viruses, malware, or other harmful, disruptive, or destructive files; not to use, frame, or utilize framing techniques to enclose any YGG trademark, logo, or other proprietary information (including the images found on the Website, the content of any text, or the layout/design of any page or form contained on a Website page) without YGG’s express written consent; not to reverse engineer, or create derivative works based on the Website or any content (including, without limitation, any software) available through the Website; not to use meta tags or any other “hidden text” utilizing a YGG name, trademark, or product name without YGG’s express written consent; not to deeplink to the Website without YGG’s express written consent; not to create or use a false identity on the Website, share your account information, or allow any person besides yourself to use your account to access the Website; not to collect or store personal data about others; not to attempt to obtain unauthorized access to the Website or portions of the Website that are restricted from general access; to be bound by the Product Feedback Policy of YGG, including that any product feedback you may make to YGG will not be held in confidence by YGG and is not proprietary, that YGG may use the product feedback and any aspect thereof for any purposes in YGG’s sole discretion and that YGG owes no duties or obligations with respect to you or the product feedback made; and to comply with all applicable laws regarding your use of the Website.

3. Protection of Intellectual Property Rights and License

You acknowledge that content available through the Website, including, without limitation, content in the form of text, graphics, software, music, sound, photographs, and videos, and content provided by suppliers, sponsors, or third-party advertisers (“Intellectual Property Rights”), is protected by copyright, trademarks, patents, or other proprietary rights and laws. You are hereby granted a non-exclusive, non-transferable, revocable, limited license to view, copy and print content retrieved from the Website for the sole purpose of using or placing an order via the Website, provided that you do not remove or obscure the copyright notice or other notices displayed on the content. Except as expressly provided in this Agreement, nothing contained in this Agreement or on the Website shall be construed as conferring any other license or right, expressly, by implication, by estoppel, or otherwise under any of YGG’s or a third party’s Intellectual Property Rights. Any rights not expressly granted herein are reserved.

4. Disclaimer Regarding Information Provided on the Website

YGG AND ITS AGENTS ASSUME NO RESPONSIBILITY FOR ANY CONSEQUENCE RELATING DIRECTLY OR INDIRECTLY TO ANY ACTION OR INACTION YOU TAKE BASED ON THE INFORMATION, SERVICES, OR OTHER MATERIAL ON THE WEBSITE. WHILE YGG STRIVES TO KEEP THE INFORMATION ON THE WEBSITE ACCURATE, COMPLETE, AND UP-TO-DATE, YGG CANNOT GUARANTEE, AND WILL NOT BE RESPONSIBLE FOR, ANY DAMAGE OR LOSS RELATED TO THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE INFORMATION ON THE WEBSITE.

5. Disclaimer of Warranties with Respect to Use of the Website

THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, YGG EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YGG DOES NOT MAKE ANY WARRANTY THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS, OR THAT ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED. YGG MAKES NO WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE OR AS TO THE ACCURACY, QUALITY, OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE WEBSITE. New Jersey does not allow the exclusion of implied warranties, so the above exclusion may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.

YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS USED AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM YGG OR THROUGH THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

6. Links to Other Websites That YGG Does Not Control

The Website may provide links to other websites and/or resources, including advertisers, over which YGG has no control. These links are provided solely as a convenience to users and should not be construed as an endorsement by YGG of content, items, or services on those third-party websites. You access, view and use such website links, including the content, items or services on those websites, solely at your own risk. YGG makes no representations or warranties with respect to the content, ownership, or legality of any such linked websites. You agree that YGG has no responsibility or liability for the availability of such external websites or resources, or for the content, advertising, products, or other materials available through such websites or resources. At the moment when you leave the Website via a link to another website, you will be subject to the Privacy Policy and the Terms of Use of such other website.

7. Your Account

You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that, to the fullest extent permissible by applicable law, YGG is not responsible for third party access to your account that results from theft or misappropriation of your account. YGG and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.

8. Purchasing Items from Us

All products and software are subject to the YGG Web Store Terms of Sale which can be viewed at https://yamahaguitargroup.com/termsofsale.

9. Electronic Communications, Signatures and Agreements

The information communicated on the Website constitutes an electronic communication. When you communicate with YGG through the Website or via other forms of electronic media, such as e-mail, you are communicating with YGG electronically. You agree that YGG may communicate electronically with you and that such communications, as well as notices, disclosures, agreements, and other communications that YGG provides to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication (e.g., by YGG or you).

You further acknowledge and agree that by clicking on the button labeled “SUBMIT”, or “I ACCEPT” or such similar links as may be designated by YGG, you are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by this Agreement and any hyperlinks contained herein. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including, without limitation, the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the “E-Sign Act”) or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE WEBSITE OR SERVICES OFFERED BY YGG. Furthermore, to the fullest extent permissible by applicable law, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature, delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.

10. Communications with YGG

You verify that any contact information provided to YGG, including, but not limited to, your mailing address, shipping address, e-mail address, residential phone number, and mobile phone number is true and accurate. You further verify that you are the telephone subscriber and/or that you own any telephone numbers that you provide to YGG.

If you opt-in to receiving direct marketing communications from YGG, you thereby consent to receive e-mails, pre-recorded voice messages and/or autodialed calls (including text messages) by or on behalf of YGG relating to this Agreement, any purchase or transaction with YGG, matters related to your account, and promotions regarding YGG products. These communications may be made by or on behalf of YGG, even if your phone number is registered on any state or federal Do Not Call list. You acknowledge that you may incur a charge for these calls by your telephone carrier and that YGG will not be responsible for these charges. In the course of delivering products or services ordered by you, YGG may obtain, and you expressly agree to be contacted at, e-mail addresses, mailing or shipping addresses and phone numbers provided by you directly or obtained through other lawful means. Your consent to this communications provision is not required to make any purchase with YGG.

11. International Users

Your Use is controlled, operated and administered by YGG from our offices within the USA. If you access the Website from a location outside the USA, you are responsible for compliance with all local laws. This Website may be accessed by users internationally and may contain references or cross references to YGG products, programs and services that are not available in your country. Such references do not imply that YGG intends to make available in your country such products, programs or services or that such product may lawfully be used in or imported into your country.

12. Limitation on YGG’s Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NEITHER YGG, ITS SUPPLIERS, PARENTS, SUBSIDIARIES, REPRESENTATIVES, AFFILIATES OR AGENTS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. THIS INCLUDES WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. THIS APPLIES REGARDLESS OF THE MANNER IN WHICH DAMAGES ARE CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE RESULTING FROM (1) THE USE OF, OR THE INABILITY TO USE, THE WEBSITE; (2) THE USE OF, OR THE INABILITY TO USE, ITEMS PURCHASED ON THE WEBSITE; OR (3) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR ITEMS.

13. Indemnification

To the fullest extent permissible by applicable law, you agree to indemnify and hold harmless YGG, its directors, officers, employees, agents, co-branders, suppliers, subsidiaries, parents, and affiliates, from and against any and all liability, losses, claims, demands, disputes, damages, and costs of any kind, including, without limitation, reasonable attorneys’ fees and costs of litigation resulting from or in any way connected with (i) your use of the Website; (ii) information you submit or transmit through the Website; (iii) privacy, tort or other claims (e.g., claims under the Federal Telephone Consumer Protection Act or its state law equivalent) relating to the provision of personal information (e.g., telephone number) to YGG that is not owned by you, in contravention of this Agreement; and/or (iv) your breach of this Agreement.

14. Termination of Website

You agree that YGG may, in its sole discretion, and at any time, terminate or suspend its operation of the Website or your use of the Website, without prior notice to you, for any reason that YGG, in its sole discretion, deems appropriate. You further agree that YGG will not be liable to you or to any third party for the consequences of such termination or suspension. In the event of any termination of your use of or access to the Website, you agree that the provisions of the Agreement regarding protection of intellectual property rights and license, indemnification, disclaimer regarding information provided on the website, disclaimer of warranties with respect to use of the website, and limitation on YGG’s liability, shall survive any such termination.

15. Exclusive Venue for Controversies

You agree that any controversy shall be filed only in the Supreme Court in Los Angeles County, California, or the United States District Court for the Central District of California, and each party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of such courts for any such controversy.

16. Remedies for YGG

In order to avoid irreparable injury to YGG, in the event of any breach or threatened breach by you of the provisions of this Agreement, we shall be entitled to seek an injunction and/or other equitable relief restraining such breach. Nothing in this Agreement shall be construed as prohibiting YGG from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of monetary damages from you.

17. Modifications to the Agreement

YGG may make changes to these Terms of Use, from time to time, in its sole discretion, by updating this posting on the Website without notice to you. Your continued use of the Website following the posting of a new version of the Terms of Use constitutes your acceptance of any such changes. Accordingly, whenever you visit the Website, check to see if a new version has been posted.

18. Podcasts

YGG provides podcasts consisting of audio content that is provided using an RSS feed and associated file so that the file may be downloaded and played from a user's computer or mobile device. Podcasts are available only for personal, noncommercial use. You may download, copy and/or transfer a podcast to a computer or mobile device only for your personal, non-commercial use, provided that you do not modify the content. You also may link to podcasts from your site, blog, application, platform or service, as long as (a) the links redirect the user to YGG when the user clicks on them, (b) you do not insert any intermediate page, splash page or other content, (c) the linking does not suggest that YGG promotes or endorses any third party's causes, ideas, sites, applications, platforms, products or services, (d) you do not use YGG content for inappropriate commercial purposes, and (e) you provide attribution to YGG adjacent to the link.

YGG reserves the right to change, terminate or suspend the podcasts at any time and for any reason or no reason. YGG also has the right to require you to cease accessing any podcasts at any time and for any reason or no reason.

19. Product Feedback

YGG appreciates hearing from its customers regarding our products. Comments regarding product feedback should only be submitted to YGG using the form provided at https://line6.ideascale.com/a/index. All remarks, suggestions, ideas, graphics, or other information communicated to YGG through this form or the Website generally (collectively, the "Product Feedback") will forever be the property of YGG. YGG will not be required to treat any Product Feedback as confidential, and will not be liable for any ideas for its business (including without limitation, product or advertising ideas) and will not incur any liability as a result of any similarities that may appear in future YGG products or operations. Without limitation, YGG will have exclusive ownership of all present and future existing rights to the Product Feedback of every kind and nature, throughout the world. YGG will be entitled to use the Product Feedback for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Product Feedback. You acknowledge that you are responsible for whatever material you submit, and you, not YGG, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.

20. Trademark Notices

Ampeg, Cordoba, DeArmond, Guild, HumiCase, Line 6, Yamaha, and additional trademarks, trade names, and service marks of YGG and its affiliated companies, many of which are registered in the United States and other jurisdictions, may appear in this Website. Other names and marks mentioned in this Website may be the trade names, trademarks or service marks of their respective owners. You may not use or display any trademarks or service marks owned by YGG without YGG’s prior written consent. You may not use or display any other trademarks or service marks displayed on the Website without the permission of their owners.

21. Copyright Policy

It is YGG’s policy to respect the copyright and intellectual property rights of others. YGG may remove content that appears to infringe the copyright or other intellectual property rights of others. In addition, YGG may terminate access by users who appear to infringe the copyright or other intellectual property rights of others. Further, YGG complies with the Digital Millennium Copyright Act.

If you believe in good faith that your work has been copied in a way that constitutes copyright infringement, please provide YGG’s Copyright Agent the following information:

· An electronic or physical signature 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 the Website;

· Your address, telephone number, and e-mail address;

· A 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 (e.g., notarized affidavit), 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.

Please direct inquiries regarding infringement issues sending a written notice to: YAMAHA GUITAR GROUP, INC., ATTN: LEGAL DEPARTMENT, 26580 AGOURA ROAD, CALABASAS, CA 91302.

22. Forums; User Submissions

Registered users may post materials or information (including, without limitation, resumes, personal information, graphics, images, opinions, comments, questions, product feedback, audio, and musical recording) on certain portions of the Website ("User Submissions"). A User Submission is intended to be publicly available on the Website and is deemed non-confidential and non-proprietary. By using these areas of the Website and posting or transmitting to YGG-owned websites for posting such User Submissions, you thereby acknowledge and agree that all User Submissions are publicly available to any viewer of the Website. You further acknowledge and agree that YGG and its affiliates shall have no responsibility, liability, or obligation to you regarding the User Submissions, its protection, its use or misuse in anyway whatsoever by any entity, including but not limited to YGG itself.

YGG shall be free to reproduce, use, disclose, modify, display and distribute the User Submissions to others without limitation. By transmitting such User Submissions to YGG, you grant to YGG a perpetual, worldwide, royalty-free, irrevocable, non-exclusive license (with rights to sublicense) to use and reuse such User submissions for any purposes whatsoever. Without limiting the foregoing, you agree that the User Submissions are exempt from the application of YGG's Privacy Policy and YGG has no obligation to maintain the privacy of any User Submissions. YGG retains the right to prohibit any user from posting User Submissions on the Website at any time in its sole discretion.

Monitoring User Submissions. YGG does not pre-screen or have an obligation to monitor User Submissions. However, you acknowledge and agree that YGG shall, in its sole discretion, retain the right to monitor the Website and refuse to post, edit, move or remove any User Submissions, in whole or in part, that YGG, in its sole and absolute discretion, deems unacceptable, undesirable, inappropriate or in violation of these Terms of Use. YGG may also disclose any information, as it may deem necessary or appropriate to satisfy any law, regulation or other governmental requires to operate the Website properly, to protect YGG, its customers or users of the Website. YGG does not accept any responsibility or liability for the accuracy of or omissions in any User Submissions. Inclusion of User Submissions on this Website does not imply any endorsement by YGG of the User Submissions.

Your Use of User Submissions. YGG is not involved in any transactions between the users who submit User Submissions, and the users who view or use such information. Without limiting the generality of foregoing, YGG is not responsible for any employment, hiring, purchase, lease, rent, or any other decisions whatsoever made by any person or entity with regard to the User Submissions contained in the Website. Further, please note that YGG cannot confirm that anyone is who they say they are. You assume all risks relating to any dealings you may undertake with anyone you encounter through the Website.

User Conduct. By posting User Submissions to the Website, you agree to the following conduct guidelines and warrant that:

· You will not post anything on the Website that violates the intellectual property or privacy rights of others, including any patents, copyrights, trademarks, trade secrets, rights of privacy, rights of publicity, or moral rights. If you believe that any User Submission infringes your copyrights, you may provide a notification of claimed copyright infringement to YGG’s customer service staff.

· You will not impersonate any other person or submit false or inaccurate information about yourself. Your account registration must contain complete and accurate information, including your real name.

· You will not post any threatening, harassing, libelous, false, misleading, defamatory, insulting or offensive text, whether directed towards YGG, YGG's products, YGG's employees, or another Website user.

· You will not post any offensive, obscene, or pornographic material, or any material that would violate any applicable law or regulation.

· You will not post any chain letters or "spam." You also will not post any advertising, surveys, promotional materials, contests, or any other form of solicitation except in areas specifically designated for such purposes. All polls or surveys will be reviewed on a case-by-case basis by YGG and removed at our discretion.

· You will not post serial numbers, activation keys, "cracks," confidential information, or any other information intended for software piracy or unlicensed use of software.

· You will not post, upload, transmit, or distribute any content or post any links to third party websites that contain software viruses or any other code, files, or programs designed to interrupt, destroy, modify or limit the functionality of another computer, software or the Website.

License to use User Submissions. By submitting User Submissions for publication on the Website, you grant to YGG a perpetual, worldwide, royalty-free, irrevocable, sublicensable, non-exclusive right to use, reproduce, display, modify, distribute, and create derivative works based upon (in any format whatsoever) the User Submissions for any purpose. You also hereby authorize any third party who lawfully accesses the User Submissions via the Website to make an electronic copy or print in hard copy the User Submissions, or portion thereof, solely for such third party's internal reference purposes within such third party's organization.

Links within User Submissions. If your User Submission includes links to internet sites ("Posted Links"), you are deemed, to the extent you are able, to grant to YGG a worldwide, royalty-free, sublicensable, non-exclusive right to display the Posted Links for so long as the User Submission is available on the Website. YGG requires that Posted Links be restricted to home pages, and not "deep links," unless the Posted Link is to an internet site that you own, operate, or to which you are otherwise authorized to link. YGG reserves the right in its sole discretion to remove any Posted Links for any reason whatsoever. Inclusion of any links (Posted Links or others) in User Submissions does not imply any endorsement by or responsibility of YGG with regard to the contents of sites related to Posted Links.

Product Feedback; Relinquishment of All Rights. YGG appreciates hearing from its customers regarding our products. Comments regarding product feedback should only be submitted to YGG using the form provided at https://line6.ideascale.com/a/index. All remarks, suggestions, ideas, graphics, or other information communicated to YGG through this form or the Website generally (collectively, the "Product Feedback") will forever be the property of YGG. YGG will not be required to treat any Product Feedback as confidential and will not be liable for any ideas for its business (including without limitation, product or advertising ideas) and will not incur any liability as a result of any similarities that may appear in future YGG products or operations. Without limitation, YGG will have exclusive ownership of all present and future existing rights to the Product Feedback of every kind and nature, throughout the world. YGG will be entitled to use the Product Feedback for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Product Feedback. You acknowledge that you are responsible for whatever material you submit, and you, not YGG, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.

23. Other Important Terms

To the fullest extent permissible by applicable law, YGG may assign, transfer, or sub-contract any of our rights or obligations under these Terms of Use to any third party at our discretion. Any representations, warranties, and indemnification obligations made or undertaken by you will survive cancellation or termination of your account or relationship with YGG. No delay by YGG in exercising any right or remedy under these Terms of Use shall operate as a waiver of that right or remedy or shall affect YGG’s ability to subsequently exercise that right or remedy. Any waiver must be agreed to by YGG in writing. These Terms of Use supersede any other terms previously published by us and any other representations or statements made by us to you, whether oral, written, or otherwise.

Last Updated: June 5, 2018