2. HDKaraoke Service Plans.
2.1. A La Carte Plan. Customer payment of the purchase price for HDKaraoke Equipment shall be as specified in Product, Services and Charges is due and payable in full upon HDKaraoke’s acceptance of the HDKaraoke Service Agreement. Customer payment for any HDKaraokePoints Card ($1.00 = 1 point) is due and payable in full upon purchase. Customer may use HDKaraokePoints to purchase music videos (typically $0.49 – $1.49 per music video). Once Customer’s payment for a music video is received by HDKaraoke, Customer shall have the right to replay and to make an unlimited number of downloads of that music video through HDKaraoke at no additional charge. All music video purchases are final.
2.2. Subscription Plan. Customer payment for the purchase price of the HDKaraoke Equipment shall be as specified in Product, Services and Charges and shall be due and payable in full upon HDKaraoke’s acceptance of the HDKaraoke Service Agreement. Customer shall have the right to stream, download and replay music videos through HDKaraoke at any time during the Subscription Period specified in Product, Services and Charges for one month or one year periods (as applicable). All music video purchases are final. HDKaraoke shall bill Customer a monthly subscription fee for each Customer music video download and replay. Subscription fees for each music video are due and payable upon receipt of HDKaraoke’s bill. HDKaraoke shall delete music videos from Customer’s hard drive one month after Customer’s initial download of that music video, unless renewed for additional one month or one year periods (as applicable).
2.3. Lease Contract. HDKaraoke may accept or reject any Lease Contract in its sole discretion without any liability to Customer. A lease activation fee and fully-refundable HDKaraoke Equipment deposit shall be due and payable in full upon HDKaraoke’s acceptance of the HDKaraoke Service Agreement. Customer payment of the lease payments for HDKaraoke Equipment shall be as specified in Product, HDKaraoke Services and Charges and shall be due and payable in installments as specified in Product, HDKaraoke Services and Charges following HDKaraoke’s acceptance of the HDKaraoke Service Agreement. HDKaraoke retains title to the HDKaraoke Equipment. Customer shall keep the HDKaraoke Equipment free of liens and encumbrances and shall immediately notify HDKaraoke of any lien or encumbrance on the HDKaraoke Equipment. All music video purchases are final. HDKaraoke shall bill Customer a monthly subscription fee for each Customer music video download and replay. Subscription fees for each music video are due and payable upon receipt of HDKaraoke’s bill. HDKaraoke shall delete music videos from Customer’s hard drive one month after Customer’s initial download of that music video, unless renewed for additional one month periods.
3. HDKaraoke Service and HDKaraoke Equipment.
3.1. HDKaraoke Service and HDKaraoke Equipment. HDKaraoke Equipment can be used to purchase the right to use music videos. Customer is responsible for all charges associated with such purchases and Customer is responsible for all purchases made using his or her HDKaraoke Equipment.
3.2. Authorized Use. The HDKaraoke Service is for home use only. The HDKaraoke Equipment may be used for home and commercial use. HDKaraoke reserves the right to modify its policies on acceptable use policy any time with or without notice.
3.3. A La Carte Plan. A La Carte Plan Customers can purchase music videos using their HDKaraokePoints Cards and can reload their HDKaraokePoints Cards by visiting www.HDKaraoke.com. HDKaraoke will only accept charges to Customer’s designated credit cards. Customer may change a designated credit card by sending an email to HDKaraoke at email@example.com. All music videos purchased using HDKaraokePoints Cards will remain on the Customer’s HDKaraoke Equipment. If any music videos purchased using Customer’s HDKaraokePoints Card are deleted, Customer can download the deleted music videos again without deducting additional HDKaraokePoints. All music video purchases are final.
3.4. Subscription Plan. All music videos downloaded during a billing cycle will automatically be cleared at the end of each billing cycle. You may download these music videos again during the next billing cycle. All music video purchases are final.
3.5. Lease Contract. All music videos downloaded during a billing cycle will automatically be cleared at the end of each billing cycle. You may download these music videos again during the next billing cycle. All music video purchases are final.
3.6. Customer Uses of the HDKaraoke Services.
3.6.1. Limitations on Service and Liability.
(a) HDKaraoke Service. The HDKaraoke Service is provided by HDKaraoke.
(b) Third-Party Service. HDKaraoke Equipment platform may offer services that are provided by third-party content service providers on terms provided by such third party service providers.
(c) The HDKaraoke Service may be interrupted, delayed or otherwise limited for a variety of reasons, including environmental conditions, system capacity, disaster or emergency, coordination with other systems, equipment modification and repairs.
(d) Additional software, hardware, subscription, credit or debit card, internet access and/or special network connection may be required and the Customer is solely responsible for arranging such requirements.
(e) HDKaraoke does not guarantee the availability of any particular song. The availability of videos to play will change from time to time, and from country to country. Customers may view a video through the HDKaraoke Services only in geographic locations where HDKaraoke offers the HDKaraoke Service and have licensed such video. The content that may be available to watch will vary by geographic location. HDKaraoke will use any method it chooses in its sole discretion to verify Customer’s geographic location.
4. Returns and Exchanges.
4.1. Returns. Products are refundable within 15 days from receipt of shipment. ALL MUSIC VIDEOS ARE NOT REFUNDABLE. You may use the preview function before making a music video purchase decision. (receipt of shipment is based on the tracking information provided by carrier.) Returned item(s) must be in original, unaltered condition with all accessories, manuals and warranties to ensure full credit, otherwise, will be charged at HDKaraoke website retail price. For HDK box and HDK box service packages, if more than 15 songs were being used, restocking fee of 20% or usage fee (total number of songs used multiply by song unit price) will be applicable, whichever is higher. For all product(s) except HDK box, 15% restocking fee of item's original retail price will be charged. Shipping and handling fee is non-refundable. If you received free shipping promotion on your order, that cost will be deducted from your refund. Customer is responsible for the shipping costs associated with the return of the non-defective item(s). Customer must request an RMA number from HDKaraoke customer service before sending return back. The RMA number is valid for 14 days from the date it is issued. Returned product(s) without a valid RMA number will be rejected and no return will be accepted. NO RETURNS WILL BE ACCEPTED AFTER 15 DAYS FROM RECEIPT OF SHIPMENT.
4.2. Exchange. Product(s) is exchangeable within 30 days from receipt of shipment. Please examine your package immediately upon receipt. If a product(s) is identified manufacturer defect by HDKaraoke customer service, HDKaraoke will cover the shipping cost (US only) for both ways of the exchange. All replacement product(s) is shipped via standard shipping. However, customer has the option of paying the difference of expedited shipping. If you receive a product that is damaged in shipping, or that is not the product you ordered, please contact HDKaraoke customer service and we will arrange for a replacement. HDKaraoke subscription service can be upgraded within 15 days from the purchase date. ALL MUSIC VIDEOS ARE NOT ELIGIBLE FOR EXCHANGE. YOU MAY USE THE PREVIEW FUNCTION BEFORE MAKING A MUSIC VIDEO PURCHASE DECISION.
4.3. Lease Contract. Customer may return HDKaraoke Equipment within 15 days of purchase for a full refund, provided that no more than 15 music videos have been downloaded by Customer and the HDKaraoke Equipment is in good condition and in its original packaging. Customer may exchange HDKaraoke Equipment within 30 days of purchase, provided the HDKaraoke Equipment is in good condition and in its original packaging. Customer is solely responsible for all costs of shipping and handling returned HDKaraoke Equipment. All music video purchases are final. Excluding no more than 15 music videos have been downloaded by Customer, return or exchange does not release Customer of any payment obligations to HDKaraoke. See Section 5 for additional charges which may apply.
4.4. Additional Restocking Charges (Lease Contract Customers Only). The following additional charges may apply to returned items:
$220 Machine seriously damaged or lost
$20 Controller damaged or lost
$20 Adaptor damaged or lost
$20 Wireless adaptor and cable damaged or lost
4.5. HDKaraoke Equipment Restocking Fees (Lease Contract Customers Only).
4.5.1. Return HDKaraoke Equipment within 15 days. If HDKaraoke Equipment is not returned within 15 days, Customer will be subjected to late return fee $20 per month.
4.5.2. Leasing Contract users have to return machine by the end of the contract in order to obtain the deposit. If the machine/equipments are damaged or lost, restocking fees will apply.
5. Early Termination (Lease Contract Customers Only).
5.1. No Refunds. ALL PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS IN ANY GIVEN MONTH. HDKARAOKE DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL-MONTH SERVICE PERIODS OR UNPLAYED SONGS OR HDKARAOKE EQUIPMENT RENTALS.
5.2. Within 15 Days – No Early Termination Penalty. By sending an email to HDKaraoke at firstname.lastname@example.org within 15 days of HDKaraoke’s acceptance of the HDKaraoke Service Agreement, Customer may terminate this Agreement without incurring an early termination penalty. Customer shall remain responsible for any payment obligations incurred through the date of HDKaraoke receives notice. If HDKaraoke Equipment is not returned within 7 days of termination, Customer will be subject to an HDKaraoke Equipment fee in the maximum amount of the difference between the no-commitment price and the price that the Customer actually paid to HDKaraoke. If more than 15 music videos have been downloaded by Customer before refund or exchange, Customer will charged a restocking fee equal to 20% of the purchase price for HDKaraoke Equipment as specified in Product, Services and Charges or a usage fee computed by multiplying number of music videos by the then current price per download, whichever is greater.
5.3. After Fifteen Days– Early Termination Penalty. By sending an email to HDKaraoke at email@example.com more than 15 days after HDKaraoke’s acceptance of the HDKaraoke Service Agreement, Customer may terminate this Agreement, but will incur an early termination penalty equal to $20 multiplied by the number of months remaining on the lease.
6. Term and Termination.
6.1. Term. The term of this Agreement shall commence on the date HDKaraoke begins providing the HDKaraoke Service. Unless terminated earlier as set forth in this Agreement, the term of this Agreement shall continue as specified in the HDKaraoke Service Agreement. The HDKaraoke Service automatically renews on a month–to-month basis unless terminated by either party.
6.2. Termination by Customer.
6.3. Termination by HDKaraoke. HDKaraoke may terminate this Agreement for cause if: (a) Customer breaches any term or condition of this Agreement; or (b) Customer becomes subject to a bankruptcy proceeding. HDKaraoke shall not be liable to Customer for any termination of this Agreement in accordance with its terms.
6.4. Effect of Termination. Upon the effective date of termination of this Agreement: (a) HDKaraoke will immediately cease providing the HDKaraoke Services; (b) any and all payment obligations of Customer under this Agreement for the HDKaraoke Services or the HDKaraoke Equipment provided through the date of termination will immediately become due and payable; and (c) within 30 days of termination, Lease Contract Customers will return the HDKaraoke Equipment if not paid in full.
6.5. Survival. The following provisions will survive any expiration or termination of the Agreement: Sections 3, 4, 5, 7, 8, 9 and 11.
7. Payment Terms.
7.1. Activation, Shipping, and Handling Fees. HDKaraoke’s charges for shipping and handling, activation and applicable service fees are specified in Product, Services and Charges.
7.2. Designated Credit Card. HDKaraoke will only accept charges to Customer’s designated credit cards. Customer may add or delete designated credit cards by sending an email to HDKaraoke at firstname.lastname@example.org.
7.3. Temporary Account Suspension and Reactivation (Lease Contract Customers Only).
7.3.1. Lease Contract Customers can choose to suspend the HDKaraoke Services.
7.3.2. Suspension periods “can” be counted towards Customer’s contract term.
7.3.3. Customer shall not be required to pay a subscription fee for the suspended months, but shall be required to pay for the HDKaraoke Equipment monthly fee as stated in Service Summary
7.3.4. HDKaraoke shall charge Customer a suspension fee of $30/month as the HDKaraoke Equipment rental fee.
7.3.5. Free of Charge Suspension. Lease Contract Customers can temporarily suspend the HDKaraoke Services free of charge from May 15th to August 15th for the “Summer Vacation” or December 15th to January 15th for the “Winter Vacation.” Customers must complete the temporarily suspension/reactivation form online to suspend/reactivate Customer’s HDKaraoke Services.
7.3.6. The “free of charge” suspension period “cannot” be counted towards Customer’s contract term.
7.3.7. HDKaraoke reserves the right, in its sole discretion, to determine user’s “free of charge” suspension eligibility.
7.4. Billing and Payments
7.4.1. Activation, Shipping, and Handling Fees. The charges for activation, shipping and handling, and applicable service fees are set out in Customer’s Service Summary. HDKaraoke will only charge the Customer’s designated credit card with Customer’s approval.
7.4.2. Recurring A La Carte Plan Billing. By starting your HDKaraoke A La Carte Plan and providing or designating a Payment Method, you authorize us to charge you points recharge fee when your account has insufficient balance to purchase a song at the then current rate, and any other charges you may incur in connection with your use of the HDKaraoke service, such as taxes or possible transaction fees, to your Payment Method. You acknowledge that the amount billed may vary from time to time for reasons that may include differing amounts due to promotional offers, including gift card redemption and promotional code redemption, and/or changing or adding a plan, and you authorize us to charge your Payment Method for such varying amounts.
7.4.3. Recurring Subscription Plan Billing. By starting your HDKaraoke Service and providing or designating a Payment Method, you authorize us to charge you a monthly or yearly (as applicable) subscription fee and/or points recharge fee at the then current rate, and any other charges you may incur in connection with your use of the HDKaraoke service, such as taxes or possible transaction fees, to your Payment Method. You acknowledge that the amount billed each month or year may vary from period to period for reasons that may include differing amounts due to promotional offers, including gift card redemption and promotional code redemption, and/or changing or adding a plan, and you authorize us to charge your Payment Method for such varying amounts, which may be billed monthly or yearly in one or more charges. All music videos streamed or downloaded will automatically be cleared on the last day of the contract period.
7.4.4. Subscription Plan Billing Cycle. The subscription fee for our service will be billed at the beginning of the paying portion of your subscription and each month thereafter unless and until you cancel your subscription service. We automatically bill your Payment Method each month or year on the calendar day corresponding to the commencement of your paying subscription. Subscription fees are fully earned upon payment. We reserve the right to change the timing of our billing, in particular, as indicated below, if your Payment Method has not successfully settled. In the event your paying subscription began on a day not contained in a given month, we may bill your Payment Method on a day in the applicable month or such other day as we deem appropriate. For example, if you started your HDKaraoke subscription on January 31st, your next payment date is likely to be February 28th, and your Payment Method would be billed on that date. Your renewal date may change due to changes in your subscription. All music videos streamed or downloaded will automatically be cleared on the last day of the contract period.
7.4.5. Lease Contract Customers. HDKaraoke automatically bills Customer’s Payment Method each month on the calendar day corresponding to the commencement of Customer’s paying membership
7.4.6. No Refund. ALL MUSIC VIDEOS AND HDKARAOKE SERVICE PURCHASES ARE FINAL. ANY PAYMENTS FOR MUSIC VIDEOS AND HDKARAOKE SERVICE ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. Following any cancellation, however, you will continue to have access to the service through the end of your current billing period. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our members (“Credits”). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.
7.4.7. Payment Methods. You may edit your Payment Method information by visiting our website and clicking “Login” link, available at the top of the pages of the HDKaraoke website. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your Payment Method information or cancel your account, your service will be cancelled automatically.
7.4.8. Cancellation. You may cancel your HDKaraoke subscription plan at any time, and you will continue to have access to the HDKaraoke service through the end of your billing period. WE DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL-MONTH SUBSCRIPTION PERIODS OR UNUSED HDKARAOKE CONTENT. To cancel, go to the “Services” section on "Member" page on our website and select “Service Subscribed” to check all services you have and click “Cancel” button to cancel.
7.4.9. Disputed Charges. If there is any disputed charge, Customer must notify HDKaraoke customer service within 15 days. Failure to timely notify HDKaraoke of a disputed charge will constitute acceptance of the charge.
7.4.10. Payment Methods.
Check (once received the billing)
Credit Card (online)
Set up CC recurring charges online
7.4.11. Returned Checks/Credit Card Charge Backs. HDKaraoke will charge Customer up to $30, in its sole discretion, for any check or credit card charges returned unpaid for any reason.
7.4.12. Overdue Payment. Customer is required pay Customer’s bill before the HDKaraoke Services start. There shall be an overdue payment penalty of $10. If a bill is 15 days overdue, Customer’s HDKaraoke Services will be terminated and all streamed or downloaded music videos will be cleared from Customers hard drive. If collection action is required, HDKaraoke will be entitled to charge a collection fee at maximum percentage permitted by law.
8. Confidential Information; Intellectual Property ; Privacy.
8.1. Confidential Information. Customer agrees that Customer will not copy or use in any way and confidential information of HDKaraoke.
8.2. Intellectual Property. HDKaraoke grants to Customer the limited right and license to use the music videos, HDKaraoke Service and HDKaraoke Equipment solely as permitted by this Agreement. This Agreement does not transfer from HDKaraoke to Customer any right, title or interest in or to any HDKaraoke intellectual property, all of which shall remain solely with HDKaraoke. Customer agrees that Customer will not reverse engineer, decompile, disassemble or otherwise attempt to derive any source code, data, interfaces, documentation, content or other trade secret protected or proprietary rights or property of HDKaraoke.
9. HDKaraoke Equipment.
9.1. Credit Check. Customer acknowledges that HDKaraoke may, in its sole discretion, may require Customer to submit to credit checks at any time. If Customer does not consent to any credit check requested by HDKaraoke, this Agreement will terminate immediately, with or without notice.
9.2. Lost or Stolen HDKaraoke Equipment. Customer should contact HDKaraoke immediately to report lost or stolen HDKaraoke Equipment by sending an email to HDKaraoke at email@example.com. Once reported, Customer will not be responsible for charges incurred by that HDKaraoke Equipment after the date HDKaraoke receives notice. Customer shall remain responsible for any payment obligations incurred through the date HDKaraoke receives notice. Customer may purchase new HDKaraoke Equipment at HDKaraoke’s then current list price.
9.3. Upgrades and Changes. HDKaraoke reserves the right to upgrade and change the HDKaraoke Service, including any software, interfaces, documentation, data and content, with or without notice.
9.4. Title to HDKaraoke Equipment. Customer shall acquire title to purchased HDKaraoke Equipment solely upon HDKaraoke’s receipt of payment in full therefor. Title to leased HDKaraoke Equipment shall remain with HDKaraoke at all times. Customer shall keep the HDKaraoke Equipment free of liens and encumbrances and shall immediately notify HDKaraoke of any lien or encumbrance on the HDKaraoke Equipment.
9.5. Return of Leased HDKaraoke Equipment. Upon the expiration or earlier termination of this Agreement, Customer shall return the HDKaraoke Equipment to HDKaraoke in good repair, condition and working order, ordinary wear and tear resulting from proper use thereof alone excepted. Customer is solely responsible for all costs of shipping and handling returned HDKaraoke Equipment. HDKaraoke shall return Customer’s HDKaraoke Equipment deposit promptly upon receipt of returned HDKaraoke Equipment as set forth in this Section 9.5.
10. Content Acquisition.
10.1. Use of HDKaraoke Equipment. HDKaraoke Equipment can be used to acquire or purchase content and services, including subscriptions.
10.2. Authorized Charges. Customer is solely responsible for all authorized charges associated with content purchased or acquired using Customer’s HDKaraoke Equipment, including purchases and acquisitions made by others using Customer’s HDKaraoke Equipment.
10.3. A la carte Plan Customers.
10.3.1. A la carte Plan Customers can purchase music videos using an HDKaraoke Points Card.
10.3.2. A la carte Plan Customers Can reload the Points Card on HDKaraoke’s website.
10.3.3. HDKaraoke will only charge Customer’s designated credit card with Customer’s approval.
10.3.4. All music videos purchased using the credits on Customer’s HDKaraoke Points Card will remain on Customer’s HDKaraoke Equipment.
10.3.5. If music videos purchased using the credits on Customer’s HDKaraoke Points Car are deleted, Customer can stream or download those music videos again without deducting additional Points Card credits.
10.3.6. All music video sales are final.
10.4. Subscription Plan Customers.
10.4.1. All music videos streamed or downloaded during a billing cycle will automatically be cleared at the end of each billing cycle. Customer may stream or download these music videos again during the next billing cycle.
10.4.2. See billing cycle for billing details.
10.4.3. All music video rentals are final.
10.5. Lease Plan Customers.
10.5.1. All music videos streamed or downloaded during a billing cycle will automatically be cleared at the end of contract period. Customer may stream or download these music videos again during the next contract period.
10.5.2. See billing cycle for billing details.
10.5.3. All music video rentals are final.
11. Limitations of Liability, Limited Warranty.
11.1. Limitation of Liability. IN NO EVENT WILL HDKARAOKE BE LIABLE OR RESPONSIBLE TO CUSTOMER FOR ANY TYPE OF INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICE OR HDKARAOKE EQUIPMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, IN NO EVENT SHALL HDKARAOKE, OR ITS SUBSIDIARIES OR ANY OF THEIR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS OR LICENSORS BE LIABLE (JOINTLY OR SEVERALLY) TO CUSTOMER FOR ANY PERSONAL INJURY OR ANY PROPERTY DAMAGES WHATSOEVER. HDKARAOKE’S LIABILITY TO CUSTOMER SHALL NOT EXCEED THE PAYMENTS FOR THE HDKARAOKE EQUIPMENT ACTUALLY RECEIVED BY HDKARAOKE FROM CUSTOMER.
11.2. Limited Warranty. HDKARAOKE WARRANTS THE HDKARAOKE EQUIPMENT AGAINST DEFECTS IN MATERIALS AND WORKMANSHIP FOR A PERIOD OF ONE (1) YEAR FROM THE DATE OF ORIGINAL RETAIL PURCHASE. IF A DEFECT EXISTS, AT ITS OPTION HDKARAOKE WILL (A) REPAIR THE HDKARAOKE EQUIPMENT AT NO CHARGE, USING NEW OR REFURBISHED REPLACEMENT PARTS, (B) EXCHANGE THE HDKARAOKE EQUIPMENT WITH HDKARAOKE EQUIPMENT THAT IS NEW OR WHICH HAS BEEN MANUFACTURED FROM NEW OR SERVICEABLE USED PARTS AND IS AT LEAST FUNCTIONALLY EQUIVALENT TO THE ORIGINAL HDKARAOKE EQUIPMENT, OR (C) REFUND THE PURCHASE PRICE OF THE HDKARAOKE EQUIPMENT. REPLACEMENT HDKARAOKE EQUIPMENT ASSUMES THE REMAINING WARRANTY OF THE ORIGINAL PRODUCT OR NINETY (90) DAYS FROM THE DATE OF REPLACEMENT OR REPAIR, WHICHEVER PROVIDES LONGER COVERAGE FOR CUSTOMER. WHEN HDKARAOKE EQUIPMENT IS EXCHANGED, ANY REPLACEMENT HDKARAOKE EQUIPMENT BECOMES CUSTOMER’S PROPERTY AND THE REPLACED HDKARAOKE EQUIPMENT BECOMES HDKARAOKE’S PROPERTY. WHEN A REFUND IS GIVEN, CUSTOMER’S HDKARAOKE EQUIPMENT BECOMES HDKARAOKE’S PROPERTY.
11.3. THE HDKARAOKE SERVICES, THE HDKARAOKE EQUIPMENT AND ALL CONTENT AND SOFTWARE ASSOCIATED THEREWITH, OR ANY OTHER FEATURES OR FUNCTIONALITIES ASSOCIATED WITH ANY OF THE FOREGOING, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. HDKARAOKE DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT CUSTOMER’S USE OF THE HDKARAOKE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
11.4. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION 11.0 MAY NOT APPLY TO CUSTOMER.
11.5. Limited Warranty Voided. The limited warranty set forth in Section 11.2 shall voided if the seal on the bottom of the HDKaraoke Equipment is broken.
12.1. No Third Party Beneficiaries. Customer agrees that there shall be no third party beneficiaries to this Agreement.
12.2. Governing Law; Dispute Resolution.
12.2.1. Governing Law. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods.
12.2.2. Dispute Resolution. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the Arbitration Rules (and if Customer is a non-U.S. entity, the International Arbitration Rules) of the American Arbitration Association (“AAA”) or in a small claims court, as HDKaraoke may decide in its sole discretion. Each party shall bear its own expenses. This Agreement will be enforceable, and any arbitration award will be final, and judgment thereon may be entered in any court of competent jurisdiction. Any arbitration or small claim proceeding will be held in Los Angeles, California, USA. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer’s failure to pay for HDKaraoke Services in accordance with this Agreement may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.
12.2.3. Notices. If Customer elects to seek arbitration or file a small claims court action, Customer must first notify HDKaraoke in writing as set forth in Section 12.5. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought. If HDKaraoke and Customer do not reach an agreement to resolve the claim within 30 days after the notice is received, HDKaraoke and Customer may commence an arbitration proceeding or file a claim in small claims court.
12.2.4. Class Actions. Customer agrees that it may bring claims against HDKaraoke only in Customer’s individual capacity and not as a plaintiff or class member in any purported class action or representative proceeding. Further, unless HDKaraoke agrees otherwise, no arbitrator may consolidate more than one party’s claims with Customer’s claims, and may not otherwise preside over any form of a representative or class proceeding. If this Section 12.2.4 is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. Any arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.
12.3. Severability; Waiver. In the event any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.
12.4. Assignment. Customer may not assign this Agreement without the prior written consent of HDKaraoke. Customer may not transfer Customer’s account to any equipment except than the HDKaraoke Equipment provided to Customer by HDKaraoke. If Customer’s HDKaraoke Equipment is sold, lost or stolen, Customer should deactivate the HDKaraoke Equipment. If Customer fails to log out or deactivate Customer’s HDKaraoke Equipment, subsequent users may access the HDKaraoke Services through Customer’s account and may be able to access certain of Customer’s account information. To deactivate the HDKaraoke Equipment, Customer should follow the instructions on the "Your Account" page of HDKaraoke’s website (www.HDKaraoke.com/Member).
12.5. Notice. Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, sent by email, confirmed facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the address of the receiving party as listed in the Service Agreement or at such other address as may hereafter be furnished in writing by either party to the other party. Such notice will be deemed to have been given as of the date it is delivered, mailed, emailed, faxed or sent, whichever is earlier.
12.6. Entire Agreement; Counterparts. This Agreement constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. Any additional or different terms in any purchase order or other response by Customer shall be deemed objected to by HDKaraoke without need of further notice of objection, and shall be of no effect or in any way binding upon HDKaraoke. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be changed only by a written document signed by authorized representatives of HDKaraoke and Customer. For purposes of this Agreement, the term “written” means anything reduced to a tangible form by a party, including a printed or hand written document, e-mail or other electronic format.
Last updated: August 8, 2018