1. Acceptance of Terms:

The MidnightCD Site is made up of various websites and webpages that are owned and operated by MidnightCD or used by permission from various websites. The following Terms of Use govern your use of the websites. Read these terms carefully before you accept these Terms by:

(A) placing an order through MidnightCD, or
(B) otherwise using the website(s).

Additionally, the websites may themselves contain additional terms, codes of conduct or guidelines that govern their use, including without limitation, particular features or offers.

Your use of the websites constitutes your Agreement to the Terms and any additional terms. The Terms are entered into by and between MidnightCD and you. Any reference herein to MidnightCD shall be deemed to refer to MidnightCD and/or the websites, as applicable under the circumstances. The products offered for sale or rent and other online resources accessible via the websites are provided to you subject to these Terms. Unless explicitly stated otherwise, the Terms will govern your use of any new features that augment or enhance the websites. MidnightCD, and any third-party providers of content to the websites, may make improvements and/or changes to the websites including the products, programs, services and prices that are offered or described on the websites, at any time, without prior notice. In addition, MidnightCD does not warrant that the products offered on the websites are available to be shipped to all customers or that product descriptions or other content of the websites is accurate, complete, reliable, current or error-free. If a product offered on the websites is not as described, your sole remedy is to return the product in unused condition. You acknowledge that the websites contain sexually oriented adult material intended for individuals 18 years of age or older and of legal age to view sexually explicit material as determined by the local and national laws, and, if applicable, community standards of the region in which you reside. You agree not to enter the websites if you are not 18 years of age or older, if sexually oriented adult material offends you, or if you are accessing the websites from any community or country where adult material is specifically prohibited by law.

2. Modification to Terms of Use:

MidnightCD reserves the right to update or modify these Terms and, any additional terms, codes of conduct or guidelines, without prior notice. You are responsible for regularly reviewing these Terms and your continued use of the websites constitutes your agreement as to all such updated or modified terms.

3. Intellectual Property Rights:

Unless otherwise indicated, all information, images, text, messages, illustrations, graphics, logos, designs, icons, photographs, programs, data, software, music, sound, video, or other materials that are part of the websites, or products offered on the websites, are protected by copyrights, trademarks, service marks, publicity rights, or other proprietary rights and laws owned, controlled or licensed by MidnightCD or by third parties, and these rights are valid and protected in all forms, media and technologies, existing now or hereinafter developed. All Content is copyrighted as a collective work under the U.S. copyright laws, and MidnightCD owns a copyright in the selection, coordination, arrangement, and enhancement of such Content. Except as set forth herein, none of the Content may be copied, reproduced, framed, modified, removed, sold, distributed, republished, downloaded, displayed, posted, transmitted, or otherwise exploited, in whole or in part, in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior express written permission of MidnightCD or the third parties. No part of the websites may be reproduced or retransmitted in any way, or by any means, without the express written permission of MidnightCD. You also may not, without MidnightCDs prior express written permission, "mirror" any of the Content contained on the websites on any other server. MidnightCD may, in its sole discretion, terminate the accounts or access rights of users who infringe or otherwise violate others' intellectual property rights. Nothing on the websites shall be construed as conferring any license under any of MidnightCDs or any third party provider’s intellectual property rights, whether by estoppel, implication, or otherwise. You acknowledge sole responsibility for obtaining any such licenses. Permission is granted to display, copy, distribute and download MidnightCDs content on the websites for your personal, non-commercial use only, provided you do not modify the materials and that you retain all copyright notices, trademark legends, and other proprietary rights notices contained in the materials. This permission terminates automatically if you breach any of these Terms. Upon termination, you must immediately destroy any downloaded and printed materials. The content on the websites may be used only as a shopping or rental resource. The content may not be redistributed to any minor, to any person who may find the content personally offensive, or to any person who resides in any community or country where adult material is specifically prohibited by law. Any unauthorized use of any content contained on the websites may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

MidnightCD has not independently authenticated content provided by Third Party Providers in whole or in part. MidnightCD does not provide, sell, license, rent or lease any of the content other than those specifically identified as being provided by MidnightCD.

4. Your Conduct:

You agree to use the websites only for lawful purposes. You are prohibited from posting on or transmitting through the websites any content that violates or infringes anyone’s intellectual property rights (including copyrights, trademarks, trade secrets, patents, publicity rights or, to the extent protectable, confidential ideas) or that is obscene, obscene as to minors, child pornography, defamatory, racist, lewd, lascivious, filthy, excessively violent, harassing, or otherwise deemed by MidnightCD to be harmful or objectionable, or that intentionally or unintentionally violates any applicable local, state, national or international law, or any regulations having the force of law.

5. Links:

The websites may provide, or third parties may provide, links to other websites or resources. Because MidnightCD has no control over such sites and resources, you acknowledge and agree that MidnightCD is not responsible for the availability of such external websites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. MidnightCD will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such website or resource. The websites may be linked to other websites that are not under the control of and are not maintained by MidnightCD. MidnightCD is not responsible for the content of those sites. MidnightCD is providing these links to you only as a convenience, and the inclusion of any link to such sites does not imply endorsement by MidnightCD of those sites.

6. Indemnification:

You agree to indemnify and hold MidnightCD, and its subsidiaries, affiliates, officers, agents, co-branders, or other partners, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of the use of the websites.

7. Disclaimer of Warranties:

YOUR USE OF THE WEBSITES IS AT YOUR SOLE RISK. THIS WEBSITE IS PROVIDED BY MIDNIGHTCD ON AN "AS IS" AND "AS AVAILABLE" BASIS. UNLESS OTHERWISE EXPLICITLY STATED, THE CONTENT ON THE WEBSITES IS PROVIDED "AS IS", "WITH ALL FAULTS," AND IS FOR COMMERCIAL USE ONLY. MIDNIGHTCD DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. MIDNIGHTCD MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTIES AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY OF THE CONTENT CONTAINED ON THE WEBSITES. MIDNIGHTCD MAY MAKE AVAILABLE ON THE WEBSITES CONTENT AVAILABLE FOR DOWNLOADING THAT HAS BEEN SUBMITTED BY THIRD-PARTY USERS OF THE WEBSITES. ANY QUESTIONS REGARDING THE CONTENT SHOULD BE DIRECTED TO THE PROVIDERS OF SUCH CONTENT. IN NO EVENT WILL MIDNIGHTCD OR ITS SUPPLIERS BE LIABLE FOR THE ACCURACY OR COMPLETENESS OF THE CONTENT OR INFORMATION FROM THE WEBSITES. MIDNIGHTCD MAKES NO WARRANTY OR CONDITION THAT:

(A) THE WEBSITES WILL MEET YOUR REQUIREMENTS,
(B) THE WEBSITES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE,
(C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITES WILL BE ACCURATE OR RELIABLE,
(D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITES WILL MEET YOUR EXPECTATIONS, OR THAT
(E) ANY ERRORS IN THE WEBSITES SOFTWARE WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MIDNIGHTCD OR FROM THE THIRD PARTY WEBSITES WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THE TERMS. MIDNIGHTCDS EMPLOYEES ARE NOT AUTHORIZED TO VARY THESE TERMS.

8. Limitation of Liability:

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, MIDNIGHTCD IS NOT LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE (EVEN IF MIDNIGHTCD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATED TO:

(A) THE USE OF OR THE INABILITY TO USE THE WEBSITES;
(B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE WEBSITES;
(C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;
(D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITES; OR
(E) ANY OTHER MATTER RELATING TO THE SERVICES, INCLUDING CONTENT YOU MAY DOWNLOAD, USE, MODIFY OR DISTRIBUTE FROM THE WEBSITES. YOU HAVE SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACKUP OF DATA AND/OR EQUIPMENT USED IN CONNECTION WITH THE WEBSITES AND WILL NOT MAKE A CLAIM AGAINST MIDNIGHTCD FOR LOST DATA, RE-RUN TIME, INACCURATE OUTPUT, WORK DELAYS OR LOST PROFITS RESULTING FROM THE USE OF THE CONTENT. YOU AGREE TO HOLD MIDNIGHTCD HARMLESS FROM, AND YOU COVENANT NOT TO SUE MIDNIGHTCD FOR, ANY CLAIMS BASED ON USING THE WEBSITES, WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE (Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you).

9. Errors and Omissions:

The MidnightCD websites may contain errors and omissions relating to computer program output, product description, pricing, and availability. We reserve the right to correct errors or omissions without prior notice. We also reserve the right to correct any offered product, price or service in the event of an error or omission in the description, including price, unavailability, or any other reason. We also reserve the right to cancel any offered product, price, or service in the event of an error or omission in the description, including price, unavailability, or other reason.

10. Privacy Policy:

MidnightCD respects your desire for privacy. By using the websites, you are consenting to the processing of your data by MidnightCD and consenting to the terms of our Privacy Policy. Any and all information collected on this website will be kept strictly confidential and will not be sold, reused, rented, disclosed, or loaned.

11. Site Security:

You are prohibited from violating or attempting to violate the security of the websites, including, without limitation,:

(A) accessing data not intended for such user or logging onto a server or an account which you are not authorized to access;
(B) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
(C) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the websites, overloading, flooding, spamming, mailbombing, or crashing;
(D) forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting.

Violations of system or network security may result in civil or criminal liability. MidnightCD will investigate occurrences that may involve such violations, and may involve and cooperate with law enforcement in prosecuting users who are involved in such violations. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the websites or any activity being conducted on the websites. You agree, further, not to use or attempt to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the websites other than the search engine and search agents available from MidnightCD on the websites and other than generally available third party web browsers (e.g., Google, Firefox, Bing).

12. Termination of Use:

MidnightCD, in its sole discretion, may terminate your password, account, and/or your use of any of the online resources available on the websites, and remove and discard any content on the websites, for any reason, including, without limitation, for lack of use or if MidnightCD believes that you have violated or acted inconsistently with the letter or spirit of the Terms. Any termination of your access to the websites under any provision of the Terms may be effected without prior notice, and MidnightCD may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or to the websites. Further, MidnightCD will not be liable to you or any third-party for any termination or suspension of your account or your access to the websites.

13. General Information:

The Terms constitute the entire agreement between you and MidnightCD and govern your use of the websites, superseding any prior agreements between you and MidnightCD (including, but not limited to, any prior versions of the Terms). You also may be subject to additional terms and conditions that may apply when you use other MidnightCD services, third-party content or third-party software. You must not assign or otherwise transfer either the Terms or any right granted hereunder. Any breach of the Terms may result in irreparable harm to MidnightCD for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, MidnightCD will be entitled to equitable relief, including both a preliminary and permanent injunction. You waive any requirement for the posting of a bond or other security if MidnightCD seeks such an injunction. California law and controlling U.S. federal law govern any action related to the Terms. No choice of law rules of any jurisdiction apply. You and MidnightCD agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Los Angeles, California. MidnightCD controls and operates the websites from its headquarters in Los Angeles, California, United States of America, and makes no representation that this content is appropriate or available for use in other locations. If you use the websites from other locations, you are responsible for compliance with applicable local laws including but not limited to the export and import regulations of other countries. The U.S. export control laws regulate the export and re-export of technology originating in the United States. This includes the electronic transmission of information and software to foreign countries and to certain foreign nationals. You agree to abide by these laws and their regulations including, but not limited to, the Export Administration Act, and not to transfer, by electronic transmission or otherwise, any content derived from the website to either a foreign national or a foreign destination in violation of such laws. The failure of MidnightCD to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. If a court of competent jurisdiction finds any provision of the Terms to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SERVICES OR THE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. The section titles in the Terms are for convenience only and have no legal or contractual effect. These Terms represent the entire understanding relating to the use of the websites and prevail over any prior or contemporaneous, conflicting, or additional, communications.