Download Agreement

Customers purchasing downloads must agree to these terms.

You should carefully read the following terms and conditions before downloading, installing, copying, or otherwise using the downloadable material. This Agreement is a binding legal agreement between you and Christwill Holdings LLC. All updates, additional terms, software licenses and all Christwill.com rules and policies are incorporated into and form a part of this Agreement. If you do not agree to these terms, do not download any material from Christwill.com. By downloading any Music, you are indicating your acceptance of the terms and conditions below:

Usage Rules

The term "Music" as used herein shall mean all music, images, artwork, text, and other copyrightable materials available for download from Christwill.com.

You understand and acknowledge that your use of the Music is conditioned on your prior acceptance of the terms of this Agreement. You agree to use the Music solely in accordance with and compliance with the terms of this Download Agreement.

You agree to pay for all Music that you download and that Christwill.com may charge your credit or debit card for any Music so downloaded and you expressly authorize Christwill.com to so charge your credit or debit card account as the case may be.

All Music is sublicensed to you and not sold notwithstanding use of the terms "sell," "purchase," "order," or "buy" on the Christwill.com web site or this Agreement.

Christwill.com grants to you alone a non-exclusive, non-transferable, non-sublicensable, limited license to use the Music solely as herein provided.

You may use the Music only for your own personal, noncommercial use. You may use the Music an unlimited number of times on the personal computer or device to which the Music is downloaded. You may export, burn or copy the Music an unlimited number of times to other personal computers, devices or CDs. Any burning or exporting capabilities are solely an accommodation to you and shall not constitute a grant or waiver (or other limitation or implication) of any rights of the copyright owners in any content, sound recording, underlying musical composition, or artwork embodied in the Music. You understand and acknowledge that technical problems may delay or prevent delivery of Music at the time you order it. Your sole and exclusive remedy with respect to the Music that is not delivered to you within a reasonable time is the refund of the purchase price paid for such Music or the replacement of the Music to be determined at the sole discretion of Christwill.com.

You understand and acknowledge that in order for you to download the Music, use the Music, and/or access your electronic records at www.Christwill.com, you may be required to have certain hardware and software and that it is your sole responsibility to obtain such hardware and software at your sole expense. You hereby expressly authorize us to communicate to you at the email address, mailing address, and telephone number which you designate during the checkout process.

You may not, nor may not permit or allow others to, modify, improve, reverse compile, decompile, reverse assemble, reverse engineer, re-engineer, or disassemble the Music, in whole or in part. You may not upload any Music to the Internet, any intranet, or any private network. You shall not make any Music available through any file sharing system or program. You may not include any Music in any derivative work, without the written permission and/or paid lease directly with the originating studio. You may not distribute or otherwise transfer the Music except as expressly authorized herein. You may not copy or otherwise reproduce the Music except to the extent specifically authorized herein.

You agree to and shall comply with all local, state, federal, national, and international laws, statutes, ordinances, rules and regulations relating to this Agreement and your use of the Music, as protected by copyright law.

You acknowledge and agree that Christwill Holdings LLC reserves the right to take steps that Christwill Holdings LLC believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement. You agree that Christwill Holdings LLC has the right, without liability to you, to disclose any purchase data to law enforcement authorities, government officials, and/or a third party, as Christwill Holdings LLC believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to Christwill Holdings LLC right to cooperate with any legal process relating to your use of the Music, and/or a third party claim that your use of the Music is unlawful and/or infringes such third party's rights).

You understand and acknowledge that the Music includes materials from third parties and that Christwill.com may provide links to certain third party web sites. You acknowledge and agree that Christwill.com is not responsible for examining or evaluating the content or accuracy of any such third-party material or web sites. Christwill.com does not warrant or endorse and does not assume and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or programs of third parties. Links to other websites are provided solely as a convenience to you.

The within Agreement is personal to you and neither this Agreement nor the Music may be sold, licensed, sublicensed, leased, loaned, assigned or otherwise transferred in any manner.

 

Intellectual Property Rights

You acknowledge and agree that the Music is protected by applicable intellectual property laws including, without limitation, copyright and trademark laws. You will not use the Music in any manner whatsoever that infringes upon the intellectual property rights of Christwill Holdings LLC and its licensors.

Christwill Holdings LLC, the Christwill logo and other Christwill.com content trademarks, graphics, and logos used in connection with the web site are trademarks or registered trademarks of Christwill Holdings LLC in the United States and other countries. Other trademarks, software marks, graphics, and logos used in connection with the Music may be the trademarks of their respective owners. You are granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks. All right, title and interest in and to such trademarks are and remain with Christwill Holdings LLC and/or its respective licensors. All rights not specifically granted to you hereunder are expressly reserved to Christwill Holdings LLC and its licensors, including, without limitation, any and all rights under state, federal, and international copyright laws. You may not remove, modify, or alter in any manner any notice regarding copyright, trademark, proprietary rights, warranty information, disclaimers, or warnings which are included in the Music or on the Christwill.com web site.

THE USE OF THE MUSIC AND WEB SITE EXCEPT AS EXPRESSLY PERMITTED HEREUNDER IS STRICTLY PROHIBITED AND SHALL CONSTITUTE AN INFRINGEMENT ON THE INTELLECTUAL PROPERTY RIGHTS AND OTHER RIGHTS OF CHRISTWILL HOLDINGS LLC AND ITS LICENSORS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.

 

Disclaimer of Warranty; Disclaimer of Consequential Damages; Indemnification; and Limitations on Christwill Holdings LLC Liability

THE MUSIC IS PROVIDED ON AN "AS IS" BASIS AND CHRISTWILL.COM MAKES NO WARRANITES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE MUSIC. CHRISTWILL.COM MAKES NO REPRESENTATION OR WARRANTY THAT THE OPERATION OF THE WEB SITE WILL BE UNINTERUPTED OR ERROR FREE.

CHRISTWILL HOLDINGS LLC HEREBY DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER OBLIGATIONS OR LIABILITIES ON CHRISTWILL HOLDINGS LLC PART RELATING TO ANY ALLEGEDLY DEFECTIVE MUSIC, AND CHRISTWILL HOLDINGS LLC NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR CHRISTWILL HOLDINGS LLC ANY OTHER LIABILITIES OR OBLIGATIONS.

CHRISTWILL HOLDINGS LLC SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSE OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR DAMAGE TO ANCILLARY OR ATTACHED EQUIPMENT OR COMPONENTS THEREOF OR FOR LOSS OR NON-RECOVERABILITY OF ANY PERFORMANCE WITH THE MUSIC.

CHRISTWILL HOLDINGS LLC LIABILITY, IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR WITH THE USE OF THE MUSIC AND CHRISTWILL.COM WEB SITE SHALL BE LIMITED TO THE AMOUNT OF THE PURCHASE PRICE PAID.

CHRISTWILL HOLDINGS LLC SHALL HAVE NO LIABILITY TO ANY THIRD PARTY ARISING FROM THE USE OF THE MUSIC AND CHRISTWILL.COM WEBSITE.

YOU AGREE TO, AND HEREBY DO, INDEMNIFY AND HOLD CHRISTWILL HOLDINGS LLC HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, DAMAGES, LOSSES, COSTS, AND EXPENSES, INCLUDING, WITHOUT LIMITATION, ATTORNEY'S FEES, TO ANY THIRD PARTY ARISING DIRECTLY OR INDIRECTLY FROM THE USE OF THE MUSIC AND WEBSITE.

SOME STATES DO NOT ALLOW FOR EXCLUSION OF AND/OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS OR THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

 

Term and Termination

The term of this Agreement and of the license granted hereunder shall run from the effective date hereof and continue until such time as Christwill Holdings LLC terminates this Agreement. This Agreement may be terminated at any time for any reason by Christwill Holdings LLC without notice to you.

 

Modification of Terms of Use Agreement

Christwill Holdings LLC reserves the right, in its sole discretion, to modify and amend this Agreement in any manner at any time by posting a change notice or new Agreement on Christwill.com or by sending you written notice by email or regular mail. IF ANY SUCH MODIFICATION OR AMENDMENT IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO DISCONTINUE BUYING AND/OR DOWNLOADING MUSIC FROM CHRISTWILL.COM. ANY DOWNLOAD OF MUSIC FOLLOWING OUR POSTING OR NOTIFYING YOU OF A CHANGE NOTICE OR NEW AGREEMENT SHALL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE AND/OR NEW AGREEMENT.

 

Changes to Products and Program

Christwill Holdings LLC reserves the right to make any changes to the Music, or to discontinue the sale of any Music, or to cease operations without notice and without liability to you. Christwill Holdings LLC reserves the right to make any changes to or discontinue the operation of Christwill.com without notice and without liability to you.

 

Jurisdiction and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming. Each party hereto hereby consents to the personal jurisdiction and subject matter jurisdiction of any of the courts in the State of Wyoming, whether federal or state, for any purpose or matter pertaining directly or indirectly to this Agreement or any matter arising from or in connection with the performance of this Agreement. Each party agrees that any action or proceeding commenced for any purpose or matter pertaining directly or indirectly to this Agreement or any matter arising from or in connection with the performance of this Agreement shall be commenced and maintained only in a court in the State of Wyoming.

 

Indemnification

You agree to and hereby do indemnify and hold Christwill Holdings LLC harmless from and against any and all costs, damages, losses, and expense, including attorney's fees, whatsoever arising from your breach of or default under this Agreement.

 

Notices

All notices to you will be sent by e-mail to the e-mail address you designate as part of the order process or by first class mail, postage prepaid, to you at the mailing address you designate as part of the order process. All notices to Christwill Holdings LLC shall be sent by e-mail to legal.affairs@Christwill.com or by first class mail, postage prepaid, to:
Christwill Holdings LLC
Attn: Vice President, Legal Affairs
109 E 17th St, Suite 777
Cheyenne, WY 82001-4543

 

Miscellaneous

All terms, covenants, and conditions contained herein are severable and in the event any of them shall be held to be invalid by a court of competent jurisdiction, this Agreement shall be interpreted as if such invalid term, covenant, or condition were not contained herein.

The remedies reserved in this Agreement shall be cumulative and in addition to any other remedies provided in law or equity.

Any failure by Christwill Holdings LLC to enforce any provision of this Agreement or of any order shall not constitute a waiver of the provisions or prejudice the right of Christwill Holdings LLC to enforce the provision at any subsequent time.

Headings used in this Agreement are for convenience only and shall not affect the interpretation or construction of this Agreement.

This Agreement may be assigned, in whole or in part, by Christwill Holdings LLC at any time upon notice to you.

This Agreement shall be binding upon and inure to the benefit of each party's heirs, successors, and assigns.

The provisions of Sections 1-3 and 7-10 shall survive the termination of this Agreement regardless of the manner or cause of termination.