CRAFT MUSIC TERMS OF SERVICE

Last revised on: November 22, 2019

THIS TERMS OF SERVICE AGREEMENT (“AGREEMENT”) IS BETWEEN CRAFT MUSIC, LLC (“COMPANY”) AND YOU (“YOU”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU REPRESENT THAT YOU ARE THE EMPLOYEE OR AGENT OF SUCH COMPANY OR OTHER ENTITY AND THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH COMPANY OR OTHER ENTITY. BY USING COMPANY’S SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW, UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, ARE CAPABLE OF BEING BOUND BY THIS AGREEMENT (e.g. you are at least 18 years old) AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE THE CRAFT MUSIC SERVICES. THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE DATE UPON WHICH YOU FIRST USE THE CRAFT MUSIC SERVICES. YOUR USE OF THE WEBSITE, APPLICATION, OR OTHER SERVICES, AFTER BECOMING AWARE OF THESE TERMS OF SERVICE SHALL, BY CONTINUING SAID USE, AGREE TO ABIDE BY AND BE BOUND BY THIS AGREEMENT. For the purpose of this Agreement, You and, if applicable, the company or other entity You represent, will be herein referred to as the “Customer”. The Customer and Company may collectively be referred to as the “Parties.”

 

IMPORTANT NOTE: IF CUSTOMER IS BETWEEN THE AGES OF THIRTEEN (13) AND EIGHTEEN (18), CUSTOMER MUST OBTAIN THE PERMISSION OF THEIR PARENT(S) OR LEGAL GUARDIAN(S) WHO MUST ACCEPT THESE TERMS ON CUSTOMER’S BEHALF PRIOR TO CUSTOMER USING THE MOBILE APPLICATION. PLEASE REVIEW THIS AGREEMENT WITH A PARENT OR LEGAL GUARDIAN SO THAT THERE IS AN UNDERSTANDING OF HOW THE SERVICES WORK AND WHAT RESTRICTIONS APPLY TO USE OF THE SERVICES.

 

IMPORTANT NOTE: To the extent that this software may be used to reproduce materials, it is licensed to you only for reproduction of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or legally permitted to reproduce and information you are legally authorized to disclose to company. If you are uncertain about your right to copy or disclose any material, you should contact your legal advisor.

 

IN ADDITION TO ALL OTHER TERMS OF THIS AGREEMENT, CUSTOMER IS WARNED TO NEVER OPERATE THE SOFTWARE or any other mobile application USING A WIRELESS OR MOBILE DEVICE WHILE OPERATING A MOVING VEHICLE.

 

Please read the terms carefully before using the Services.

DEFINITIONS.

  1. “Account” means the Customer’s personal identifying information through which he or she gains access to the Services provided by the Company

  2. “Agreement” means this Terms of Service Agreement, as amended from time to time by the Company.

  3. “Beta Features” means new and/or updated features of the Services, and/or trial periods that Company may choose to offer from time to time.

  4. “Company” means CRAFT MUSIC, LLC.

  5. “Content” means any information that may be generated or encountered by Customer through Customer’s use of the Services, such as data files, device characteristics, written text, ideas, opinions, graphics, photographs, images, sounds, videos, messages and any other like materials provided or made available by or to Customer.

  6. “Customer” means you, the person agreeing to this Agreement, both on behalf of yourself and on behalf of any entity for which you are acting as an employee or agent.

  7. “Intellectual Property Rights” means any and all right, title and interest in and to the Software and any and all patents, copyrights, moral rights, trademarks, trade secrets and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing property rights.

  8. “Mobile Application” means any mobile application created by Company and any and all derivative versions and/or updated versions of such applications.

  9. “Program” means any Beta Features offered as part of any public beta program.

  10. “Services” means any and all services and products provided by Company, whether accessed through the Mobile Application, a website, or any other method of delivery, whether by use of the Company website, Mobile Application, other provider applications or through books, notebooks, and other physical medium provided by the Company.

  11. “Software” means any and all graphics, user interface, scripts, code and/or other forms of software used to implement the Services and the Mobile Application, and any software provided to Customer as a part of and/or in connection with the Services and/or Mobile Application. This term also includes any products or intellectual property created by the software, or otherwise delivered to Customer by the Company.

 

LICENSE TO CUSTOMER. Company hereby grants to Customer a revocable, nonexclusive, nontransferable, non-sublicensable, limited license to access and use the Services solely for Customer’s individual purposes, subject to all limitations and restrictions listed herein. The Company retains ownership of the Software itself and reserves all rights not expressly granted to Customer. Any input or other content Customer submits to the Company that is integrated into any the Services shall thereby be assigned to the Company, and any work created therefrom shall be owned solely by the Company and shall not be considered a joint work of authorship. If you are not the legal age of majority, you do not have a license to use and you may not use the Services, the Software, or the Application.

 

LICENSE TO COMPANY.

  1. License to Company: Customer grants to Company and its contractors, heirs and assigns, an irrevocable, royalty-free, worldwide license to access, use, modify, and delete any Customer Content. Company is hereby assigned all of Customers rights and title to information or materials that Customer submits for the purpose of improving the functionality of the Services, that are thereafter subsequently integrated into the Services. Furthermore, by submitting, uploading, downloading, and/or maintaining Content with Company, Customer grants Company a worldwide, royalty-free, non-exclusive license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Content and/or materials for any purpose, without any compensation, consideration, or obligation to Customer. Customer agrees that any Content submitted or provided to Company by Customer is Customer’s sole responsibility, shall not infringe upon or violate the rights of any other party or third party, violate any laws, or contribute to infringing or otherwise unlawful conduct. By submitting or providing such Content within the Services, Customer represents and warrants that Customer is the owner of such material and/or has all necessary rights, licenses, and authorization to distribute it and/or utilize it in the way(s) that it is being utilized within the Services.

  2. License to Company: Transmission of Customer’s Content. It is the Customer’s intention and understanding that, in order to provide the Services and utilize Customer’s Content, Company may transmit Customer’s Content across various public networks, in various media, and modify or change Customer’s Content to comply with technical requirements of connecting networks, physical publishing, devices, and/or computers. Customer agrees that the licenses contained herein permit Company to take any such actions.

 

LICENSE RESTRICTIONS.

  1. Ownership. As between the Parties, Company owns all Intellectual Property Rights embodied or used in connection with the Services. As between the Parties and subject to the terms and conditions of this Agreement, Company owns all right, title and interest in and to the Customer Content generated by the use of the Software and Services by Customer. There are no implied licenses in this Agreement, and Company reserves all rights not expressly granted under this Agreement.

  2. No Reverse Engineering. Unless otherwise expressly set forth in this Agreement, Customer will not: (a) modify, translate, or create derivative works of the Software or Services; (b) decompile, reverse engineer, or reverse assemble any portion of the Software or attempt to discover any source code or underlying ideas or algorithms of the Software; (c) sell, assign, sublicense, rent, lease, loan, provide, distribute or otherwise transfer all or any portion of the Software; (d) make, have made, reproduce or copy the Software; (e) remove or alter any trademark, logo, copyright or other proprietary notices associated with the Software; and/or (f) cause or permit any other party to do any of the foregoing.

  3. Limited Use of Services. Customer agrees to use the Services only for purposes permitted by this Agreement, and only to the extent permitted by any applicable law, regulation, or generally accepted practice in the applicable jurisdiction. If Customer’s use of the Services or other behavior intentionally or unintentionally threatens Company’s ability to provide the Services or other systems to Customer or any third party, Company shall be entitled to take all reasonable steps to protect the Services and Company’s Software and systems, which may include restricting Customer’s access to the Services, in whole or in part. Any violations of the limitations set forth herein may result in termination of Customer’s use of the Mobile Application and/or Services.

  4. Availability of the Services. The Services, or any feature or part thereof, may not be available in all languages or in all countries, and Company makes no representation that the Services, or any feature or part thereof, are appropriate or available for use in any particular location. To the extent that Customer chooses to access and use the Services, Customer does so at Customer’s own initiative and is responsible for compliance with any and all laws in the applicable jurisdiction.

  5. Change of Services. Company reserves the right at any time to modify this Agreement and to impose new and/or additional terms or conditions on Customer’s use of the Services. Such modifications and additional terms and conditions will be communicated to Customer, effective immediately, and will be thereby incorporated into this Agreement. In the event that Customer refuses to accept such changes, Customer should discontinue use of the Services and Company will have the right to terminate Customer’s Account. Customer agrees that Company shall not be liable to Customer or any third party for any modification or cessation of the Services.

  6. Use of the Mobile Application or Services. Furthermore, Customer is solely responsible for maintaining the confidentiality and security of the Mobile Application, Services and for all activities that occur on or through Customer’s use of the Mobile Application and Services. Customer agrees to immediately notify Company of any security breach of Customer’s Mobile Application or other Services. Customer further acknowledges and agrees that the Services and Mobile Application are designed and intended for personal use on an individual basis only, and that Customer should not share any information and/or password details with any other individual or entity. Provided that Company has exercised reasonable skill and due care, Company shall not be responsible for any losses arising out of the unauthorized use of such Customer information resulting from Customer’s noncompliance with this or any other provision in this Agreement.

  7. Use of Customer’s Account. As a registered user of the Services, Customer must establish an Account, which may require Customer to provide Company with a password. Company agrees to not reveal Customer’s Account information publicly. Customer is solely responsible for maintaining the confidentiality and security of Customer’s Account and for all activities that occur on or through Customer’s Account. Customer agrees to immediately notify Company of any security breach of Customer’s Account. Customer further acknowledges and agrees that the Services are designed and intended for personal use on an individual basis only and that Customer should not share Account information and/or password details with any other individual or entity. Provided that Company has exercised reasonable skill and due care, Company shall not be responsible for any losses arising out of the unauthorized use of Customer’s Account resulting from Customer’s noncompliance with this or any other provision in this Agreement. The Parties hereby agree that Company is not obligated or capable of preventing all loss to Customer caused by hacking or malicious third-party code. The Parties hereby agree that illegal acts by third parties are always an intervening cause for the purpose of tort causation analysis.

  8. Account Authentication Information. In order to use the Services and Mobile Application, Customer must enter Customer’s username and password, and any other required information, to authenticate Customer’s Account. Customer agrees to provide accurate and complete information when Customer registers with, and as Customer uses, the Services and Mobile Application, and Customer agrees to update this information from time to time to keep it accurate and complete. Failure to provide accurate, current and complete information may result in the suspension and/or termination of Customer’s Account. Customer agrees that Company may store and use this information in maintaining and billing fees to Customer’s Account.

  9. Use of Services. ANY USE OF THE SOFTWARE, MOBILE APPLICATION OR ANY PART OF THE SERVICES, EXCEPT FOR USE OF THE SERVICES AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED AND MAY SUBJECT CUSTOMER TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES.

  10. Trademark Information. Company, Company’s logo(s) trademarks, service marks, graphics, and all other trademarks used in connection with the Services are trademarks or registered trademarks of the Company in the United States and/or other countries. Customer is granted no right or license in any of the aforesaid trademarks, and further agrees that Customer shall not remove, obscure, or alter any proprietary notice(s) (including trademark and copyright notices) that may be affixed to or contained within the Services.

  11. Use of AI. Customer acknowledges that a substantial portion of the Services may be performed by artificial intelligence (“AI”) with little or no human oversight. Customer accepts the risk that flaws in this program or its learning experience could lead to unexpected results, and Customer further accepts responsibility for any and all damages caused by these irregularities. Customer hereby covenants and agrees to act as a responsible participant in the growth and learning of the AI system and Customer shall at all times attempt to give accurate and productive input to the AI system.

 

CUSTOMER WARRANTIES AND ACKNOWLEDGEMENTS.

  1. Devices. Use of the Services may require compatible device(s), access to the internet, certain software (fees may apply), and periodic updates. Use of the Services may be affected by the performance of these factors. Company reserves the right to limit the number of Mobile Application licenses granted pursuant to this Agreement that may be used on a device. The latest version of required software may be required for Customer to experience certain features. Customer agrees that meeting these requirements is Customer’s responsibility.

  2. Age Restrictions. Customer acknowledges and agrees that users under the age of thirteen (13) are prohibited from using the Mobile Application. Customer acknowledges and agrees that users between the ages of thirteen (13) and eighteen (18) may use the Mobile Application with permission from a parent or legal guardian.

  3. Ownership. Customer acknowledges and agrees that Company and/or its licensors own all legal right, title and interest in and to the Services and the Software, including any and all Intellectual Property Rights that exist therein, whether registered or not, and wherever in the world they may exist. Customer further agrees that the Services (including the Software or any other part thereof) contain proprietary and confidential information that is protected by applicable intellectual property and other laws, including but not limited to copyright law. Customer agrees that Customer will not use such proprietary information or materials in any way whatsoever except for use of the Services in compliance with this Agreement. Customer understands and accepts that no portion of the Services may be reproduced in any form or by any means, except as necessary to use the Services.

  4. Content. Customer understands and accepts that all Content is the sole responsibility of the person from whom such Content originated. This means that Customer, and not Company, is solely responsible for any Content that Customer uploads, emails, transmits, stores, posts or otherwise makes available through Customer’s use of the Services. Company does not in any way control the Content, nor does it guarantee the accuracy, integrity or quality of such Content. Customer understands and agrees that Customer’s use of the Services and any Content is solely at Customer’s own risk.

    • DMCA. Should the Customer or any other person become aware of copyrighted material improperly uploaded or made available by any user, they should contact our designated DCMA Agent: Anya Oleynik at info@craftmusicapp.com with the required information to state a claim for infringement. See Copyright Law: 17 U.S.C 512(c)(3) for more information.

  5. Promise to Comply with Import and Export Laws. Use of the Services and Software may be subject to the export and import laws of the United States and other countries. Customer agrees to comply with all applicable export and import laws and regulations. In particular, but without limitation, the Software may not be exported or re-exported (a) into any country subject to an embargo by the United States or (b) to anyone on the United States Treasury Department's list of Specially Designated Nationals or the United States Department of Commerce Denied Person’s List or Entity List. This assurance and commitment shall survive termination of this Agreement.

  6. Third-Party Suppliers. The Software may include software or other code distributed under license from third-party suppliers. Company disclaims and makes no representation or warranty with respect to the third-party software, code, or any portion thereof and assumes no liability for any claim that may arise with respect to the third-party’s software or other code or Customer’s use or inability to use the same.

  7. Payments. Customer hereby releases Company from any and all liability for any data or security breach that results in Customer’s personal or payment information being compromised.

    • By entering any payment information, Customer warrants that you are an authorized user of the credit card or other method of payment and that the associated information entered, such as account holder name, account number, billing address, etc., is accurate and that Customer authorizes Company to charge the amount requested. Customer hereby agrees to pay any additional charge assessed by your credit card issuer or network, or other payment system operator. If a charge is declined or reversed, Customer agrees to pay a reasonable service charge and to reimburse Company for all reasonable costs of collection.

    • If Customer’s credit card issuer, network or other payment system operator does not honor a payment transaction, then Company has the right to charge the amount of any such transaction to Customer’s account or to collect the amount from Customer.

    • If payments are made to or through a third-party provider, Customer hereby agrees to hold Company harmless for any and all actions arising from or related to payments made through the third-party system.

    • Once payments have been made by You to a third-party user, those payments will not be refundable by Company. Any disagreement you may have with such a user must be brought by You solely against said user, and you hereby release Company from any further responsibility or involvement in said dispute.

  8. Improper or Illegal Purpose. Customer hereby warrants that the Services and the Mobile Application will not be used by Customer for any improper or illegal purpose.

  9. Contests. Customer acknowledges and agrees that contests shall not be held on the Mobile Application without prior approval by the Company.

  10. Electronic Communications. Customer hereby requests and authorizes Company to use electronic means of communication as the sole means by which the Company will contact Customer. It is Customer’s responsibility to maintain a current and valid email address with Company.

  11. Links and Other Third-Party Materials. Certain Content, components or features of the Services may include materials or services provided by third parties and/or hyperlinks to other web sites, resources, or content. Because Company may have no control over such third-party sites and/or materials, Customer acknowledges and agrees that Company is not responsible for the availability of such sites or resources, and does not endorse or warrant the accuracy, legality, or use of any such sites or resources, and shall in no way be liable or responsible for any third-party services, advertising, products, or materials on or available from such sites or resources. Customer further acknowledges and agrees that Company shall not be responsible or liable in any way for any damages or criminal prosecution Customer incurs or alleges to have incurred, either directly or indirectly, as a result of Customer’s use and/or reliance upon any such third-party services, content, advertising, products, or materials on or available from such sites or resources.

  12. Other Protected Information. Customer shall indemnify and hold Company harmless for the disclosure to Company of any personal and confidential information for which Customer was unauthorized to disclose. Customer acknowledges that Customer has received and agrees to the terms of the Company’s most recent privacy policy, including Company use of all information disclosed by Customer.

  13. Customer Purchases from Company. Purchases of products and services from the Company may be refunded at the Company’s sole and absolute discretion only. The Company is not bound by any course of conduct or any refunds previously made. Customer agrees that it would be unreasonable to rely on receiving a refund, even if Customer has received a refund in the past under similar circumstances.

  14. Customer Purchases from other Users. The Services include creating a marketplace for art, music, and other intellectual properties to be traded among the users. Company makes no warranties to you as to the title or quality of user generated content.

    • Company Held Harmless. Each user will have warranted to us and to You that they are the rightful copyright holder of the Content they supply. If content purchased from another user infringes on the intellectual property of a third party, You agree that the Company cannot and will not verify the ownership of the intellectual property sold, using our platform, and You therefore agree to hold Company harmless and to pursue remedies solely against the selling or giving user. We reserve the right not to reveal any private information of our users, if you need any information regarding a user or prior transaction, you may first obtain a lawful court order entitling you to receive the information requested.

    • Customer Supplied Content to Other Users. Should you choose to sell or otherwise supply content to any other user, you hereby warrant to that user that you own or are properly licensed to distribute the intellectual property rights that you give or sell to another user. Furthermore, You hereby warrant that You will not breach your obligations to such a user that purchases a copyright or an exclusive license by attempting to sell the same copyright or license to another party. You hereby warrant to Company and the purchasing user, that you will not sell the copyright or an exclusive license to Your Content if you have any non-revocable licenses outstanding to any third party for the same Content or if you have not revoked any outstanding revocable licenses. You warrant that you have read and shall abide by the license agreement You chose when supplying Your Content via the Website, Services, or Application. You acknowledge that some licenses or sales may be irrevocable, once submitted. You acknowledge that some licenses create an offer that, when accepted by another user, creates a legally binding contract between you and that user. You acknowledge that you had the opportunity to read the license agreement before supplying the Content to which it applies, and you had the opportunity to have it reviewed by counsel of your choice. If, for whatever reason, you chose to supply Your Content without reading all the terms of the licensing or sale agreement, you hereby acknowledge that you did so with knowledge that the agreement existed, with the intent to bound by said terms, and that you knowingly and purposefully assumed the risk of entering into said licensing agreement as written. You acknowledge that the Company may, from time to time, update the licensing agreements. It is Your responsibility to read the licensing agreement before supplying each new piece of Content, as the terms the licensing agreements may have changed since the last time you supplied Content or otherwise reviewed the agreements.

    • Company Commission and other deductions. The company shall be entitled to a commission based on the price of the Content sold by You utilizing the App, the Software, or the Services. This commission, applicable taxes, and other transaction fees will be deducted from the purchase price, before the remainder is remitted to You. You specifically acknowledge that You will receive less than full purchase price when Your Content is purchased by another user. You hereby specifically authorize Company to deduct its commission and any resulting taxes, or transaction fees, such as, but not limited to, sales taxes or credit card fees, prior to remitting payment to You.

  15. Customer Warranty and Company Disclaimer. By agreeing to and accepting this Agreement, Customer warrants that Customer is not barred from receiving the Services under the laws of the United States or any other applicable jurisdictions, including the country in which Customer resides or from where Customer uses the Services. CUSTOMER IS WARNED TO NEVER OPERATE CRAFT MUSIC or any other mobile application WHILE OPERATING A MOVING VEHICLE. CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (1) THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS; (2) CUSTOMER’S USE OF THE SERVICES WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (3) ANY INFORMATION OBTAINED BY CUSTOMER AS A RESULT OF THE SERVICES WILL BE ACCURATE OR RELIABLE; AND (4) ANY DEFECTS OR ERRORS IN THE SOFTWARE PROVIDED TO CUSTOMER AS PART OF THE SERVICES WILL BE CORRECTED. COMPANY DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICES WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND COMPANY DISCLAIMS ANY LIABILITY RELATING THERETO. ANY MATERIAL OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT CUSTOMER’S OWN DISCRETION AND RISK, AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S DEVICE(S), COMPUTER(S), OR LOSS OF DATA THAT RESULTS FROM ANY SUCH MATERIAL(S). CUSTOMER FURTHER ACKNOWLEDGES THAT THE SERVICES ARE NOT INTENDED OR SUITABLE FOR USE WHILE DRIVING OR OPERATING ANY MOTOR VEHICLE(S) AND/OR IN OTHER SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY THE SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

  16. Limitation of Liability. CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT COMPANY AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO CUSTOMER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (1) THE USE OR INABILITY TO USE THE SERVICES (2) ANY CHANGES MADE TO THE SERVICES OR ANY TEMPORARY OR PERMANENT CESSATION OF THE SERVICES OR ANY PART THEREOF; (3) THE UNAUTHORIZED ACCESS TO OR ALTERATION OF CUSTOMER’S TRANSMISSIONS OR DATA; (4) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE AND/OR SEND OR RECEIVE CUSTOMER’S TRANSMISSIONS OR DATA ON OR THROUGH THE SERVICES; (5) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY ON THE SERVICES; AND (6) ANY OTHER MATTER RELATING TO THE SERVICES. WITHOUT LIMITATION TO THE FOREGOING, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY FAILURE OF THE SYNCHRONIZATION FUNCTIONALITY OF THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, LOSS OR DAMAGE TO ANY CUSTOMER DEVICE, OBJECT, OR PRODUCT, OR TO THE CUSTOMER, AND CUSTOMER WILL NOT RELY ON THE SOFTWARE OR ITS SYNCHRONIZATION FUNCTIONALITY. EXCEPT FOR ANY ACTS OF FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, IN NO EVENT will COMPANY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE aggregate of the amounts paid or payable by customer to COMPANY, if any, UNDER THIS AGREEMENT. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION.

 

PUBLIC BETA AND TRIAL PERIOD(S). From time to time, Company may choose to offer Beta Features as part of the Program for the purpose of providing Company with feedback on the quality and usability of the Beta Features. Customer understands and agrees that Customer’s participation in the Program is voluntary and does not create a legal partnership, agency, or employment relationship between Customer and Company, and that Company is not obligated to provide Customer with any Beta Features. Company may make such Beta Features available to Program participants by online registration or enrollment via the Services. Customer understands and agrees that Company may collect and use information from Customer’s Account, devices and peripherals in order to enroll Customer in a Program and/or determine Customer’s eligibility to participate. Customer understands that once Customer enrolls in a Program, Customer may be unable to revert back to the earlier non-beta version of a given Beta Feature. In the event such reversion is possible, Customer may not be able to migrate data created within the Beta Feature back to the earlier non-beta version. Customer’s use of the Beta Features and participation in the Program is governed by this Agreement and any additional license(s) and terms(s) that may separately accompany the Beta Features. The Beta Features are provided on an “AS IS” and “AS AVAILABLE” basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from Customer’s device(s) and from peripherals (including, without limitation, servers and computers) connected thereto. Customer expressly acknowledges and agrees that all use of the Beta Features is at Customer’s sole risk and cost. CUSTOMER ASSUMES ALL RISKS AND ALL COSTS ASSOCIATED WITH CUSTOMER’S PARTICIPATION IN ANY PROGRAM, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACKUP EXPENSES, COSTS INCURRED FOR THE USE OF CUSTOMER’S DEVICE(S) AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. Company may or may not provide Customer with technical and/or other support for the Beta Features. If such support is provided it will be in addition to Customer’s normal support coverage for the Services and only available through the Program. Customer agrees to abide by any support rules or policies that Company provides to Customer in order to receive any such support. Company reserves the right to modify the terms, conditions or policies of the Program (including stopping the Program) at any time with or without notice and may revoke Customer’s participation in the Program at any time. Customer acknowledges that Company has no obligation to provide a commercial version of the Beta Features, and that should such a commercial version be made available, it may have features or functionality different than that contained in the Beta Features. As part of the Program, Company may provide Customer with the opportunity to submit comments, suggestions, or other feedback regarding Customer’s use of the Beta Features. Customer agrees that in the absence of a separate written agreement to the contrary, Company will be free to use any feedback Customer provides for any purpose.

 

TERMINATION. Unless terminated in accordance with the terms set forth herein, the term of this Agreement will commence on the Effective Date and will remain in effect for the duration of Customer's use of the Services and the statute of limitations for any cognizable claims arising therefrom. Company may at any time, under certain circumstances and without prior notice, immediately terminate or suspend all or a portion of Customer’s Account and/or access to the Services. Cause for such termination shall include: (a) violations of this Agreement or any other policies or guidelines that are referenced herein and/or posted on the Services; (b) a request by Customer to cancel or terminate Customer’s Account; (c) a request and/or order from law enforcement, a judicial body, or other government agency; (d) where provision of the Services to Customer is or may become unlawful; (e) unexpected technical or security issues or problems; (f) Customer’s participation in fraudulent or illegal activities; or (g) Customer’s failure to pay any fees owed in relation to the Services. Any such termination or suspension shall be made by Company in its sole and absolute discretion and Company will not be responsible to Customer or any third party for any damages that may result or arise out of such termination or suspension of Customer’s Account and/or access to the Services. In addition, Company may terminate Customer’s Account upon prior notice via email to the address associated with Customer’s Account if there is a general discontinuance or material modification to the Services or any part thereof. Any such termination or suspension shall be made by Company in its sole discretion and Company will not be responsible to Customer or any third party for any damages that may result or arise out of such termination or suspension of Customer’s Account and/or access to the Services. All waivers of liability and warranty shall survive the termination of this Agreement.

 

MISCELLANEOUS.

  1. Customer Prohibitions. Customer agrees to not interfere with or disrupt the Services (including accessing the Services through any automated means, like scripts or web crawlers), or any servers or networks connected to the Services, or any policies, requirements or regulations of networks connected to the Services (including any unauthorized access to, use or monitoring of data or traffic thereon); plan or engage in any illegal activity; and/or gather and store personal information of any third parties to be used in connection with any of the foregoing prohibited activities.

  2. Customer Indemnity and Waiver. Customer agrees to defend, indemnify and hold Company, its affiliates, subsidiaries, directors, officers, employees, agents, partners, contractors, and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party, relating to or arising from: (1) any Content Customer submits, transmits, or otherwise makes available through the Services; (2) Customer’s use of the Services; (3) any violation by Customer of this Agreement; (4) any action taken by Company as part of an investigation of a suspected violation of this Agreement or as a result of its finding or decision that a violation of this Agreement has occurred; (5) any claim arising out of an interaction between Customer an another user; or (6) Customer’s violation of any rights of another entity. Customer understands and accepts that Customer cannot sue Company, its affiliates, subsidiaries, directors, officers, employees, agents, partners, contractors, and licensors as a result of its decision to remove or refuse to process any information or Content, to warn Customer, to suspend or terminate Customer’s access to the Services, or to take any other action during the investigation of a suspected violation or as a result of Company’s conclusion that a violation of this Agreement has occurred. This waiver and indemnity provision apply to all violations described in or contemplated by this Agreement. This obligation shall survive the termination or expiration of this Agreement and/or Customer’s use of the Services. Customer acknowledges that Customer is responsible for all use of the Services using Customer’s Account, and that this Agreement applies to any and all usage of Customer’s Account. Customer agrees to comply with this Agreement and to defend, indemnify and hold harmless Company from and against any and all claims and demands arising from usage of Customer’s Account.

  3. Company Access to Account. Company reserves the right to take steps Company believes, in its sole and absolute discretion, are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement. Customer acknowledges and agrees that Company may, without liability to Customer, access, use, preserve and/or disclose Customer’s Account information and Content to law enforcement authorities, government officials, and/or a third party, as Company believes is reasonably necessary or appropriate, if legally required to do so, or if Company has a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to: (1) comply with legal process or request; (2) enforce this Agreement, including investigation of any potential violation thereof; (3) detect, prevent or otherwise address security, fraud, or technical issues; or (4) protect the rights, property or safety of Company, its users, a third party, or the public as required or permitted by law.

  4. Software Updates and Notices. Company reserves the right, in its sole and absolute discretion, to make unscheduled deployments of updates or enhancements to the Software, Mobile Application, and/or Services. In order to continue Customer’s use of the Services, such updates may be automatically downloaded and installed onto Customer’s device(s) or computer(s). These updates may include bug fixes, feature enhancements or improvements, and/or entirely new versions of the Software. Customer acknowledges and understands that during such deployments, certain functionality of the Software may be unavailable, and outages may occur. Company may provide Customer with notices regarding the Services, including changes to this Agreement, by email to any known Customer email address (and/or other alternate email address associated with Customer’s Account if provided), by regular mail, or by postings on Company’s website and/or the Services.

 

GENERAL CONTRACT TERMS: This Agreement constitutes the entire agreement of the Parties regarding the subject matter hereof, and supersedes all other agreements between them, whether oral or written, regarding the subject matter hereof. This Agreement will be governed by and construed in accordance with the laws of the State of Georgia applicable to agreements made and to be entirely performed within the State of Georgia, without resort to its conflict of law provisions. The Parties agree that any action at law or in equity arising out of or relating to this Agreement will be filed only in the state and federal courts located in Georgia. The Parties hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of this Agreement. Neither this Agreement nor any right or duty under this Agreement may be transferred, assigned or delegated by Customer, by operation of law or otherwise, without the prior written consent of Company, and any attempted transfer, assignment or delegation without such consent will be void and without effect. Company may freely transfer, assign or delegate this Agreement or its rights and duties under this Agreement. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the Parties and their respective representatives, heirs, administrators, successors and permitted assigns. If any provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of this Agreement will nonetheless remain in full force and effect to the maximum extent allowed by law. Nothing in this Agreement shall be construed as to convey to Customer any interest, title, or license in any intellectual property owned by Company, or other resource(s) used by Customer in connection with the Services. Throughout this Agreement, the masculine, feminine, or neuter genders shall be deemed to include the masculine, feminine, and neuter and the singular, the plural, and vice versa. The section headings of this Agreement are for convenience of reference only and do not form a part hereof and do not in any way modify, interpret, or construe the intentions of the parties. Should any part of this agreement be deemed unenforceable by an adjudicator, but the clause could be enforceable if limited, the clause shall be so limited. Should any part of this agreement be unenforceable, and the adjudicator is unable to limit said clause, it shall be severed from this agreement and the rest of the agreement shall remain in full force and effect.

 

RELATIONSHIP. Customer acknowledges that the Company is giving the Customer a tool that assists the Customer with buying, selling, or otherwise accessing art and other intellectual property owned by other users. Neither Company nor Customer is an agent of the other and neither can bind the other to any agreement or obligation. Any agreement reached between you and another user shall be solely between you and that user. You and the other user hereby agree not to involve Company in any disputes arising therefrom.

 

ELECTRONIC CONTRACTING. Customer understands and accepts that use of the Services includes the ability to enter into agreements and/or to make transactions electronically. CUSTOMER ACKNOWLEDGES THAT CUSTOMER’S ELECTRONIC SUBMISSIONS CONSTITUTE CUSTOMER’S AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. CUSTOMER’S AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS CUSTOMER ENTERS INTO ON THE SERVICES, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. In order to access and retain Customer’s electronic records, Customer may be required to have certain hardware and software, which are Customer’s sole responsibility.

 

CONTACT. If you have any questions regarding these Terms of Use, need assistance with using the Services, or have any other questions regarding the Services, you may contact the Company at info@craftmusicapp.com.

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