This document was last updated September 27, 2021

1. Introduction

  1. Muzooka is an online service owned and operated by us, Muzooka Inc. (“us”, “we”, “our”). We provide an online service where artists and their teams manage their assets across multiple platforms from one central hub, as well as report their live setlists to international performing rights organizations (e.g., ASCAP, BMI, SESAC) (“Performing Rights Societies”) for proper live performance royalty distribution. In addition to providing our services through a website located at www.muzooka.com (the “Site”), we also provide our services through certain third party websites (“Websites”), and third party applications (“Applications”). For convenience, the Site, Websites, Applications, and all other products and services offered by us through the Site or through Websites or Applications on our behalf, are sometimes referred to together hereunder as the “Service.”
  2. These Terms of Service apply to all users of the Service with respect to use of Muzooka, including both registered users and users who may access the Service without registering. We strongly recommend that you carefully read these Terms of Service and any other rules and guidelines that may from time to time be presented to you through the Service, as these Terms of Service, and any other such rules and guidelines, create a binding legal contract between you and us with respect to your use of the Service. By accessing the Site or using the Service in any manner you agree that you have read, understood, and agree to be bound by and comply with these Terms of Service, including any changes made to these Terms of Service by us from time to time. If you are a registered Muzooka user, we will notify you of material changes to these Terms of Service. You agree that you will not use the Service (or will cease to use the Service, as applicable) if, at any time, you do not agree to these Terms of Service and any other rules and guidelines that may from time to time be presented to you through the Service.

2. Registration

  1. Age and Legal Requirement. You represent that you are either 18 years old or older, or, if you are between the ages of 13 and 17, you have obtained the consent of your parents or legal guardian to use the Service, and that you are able and competent to grant us rights as detailed in these Terms of Service, and to comply with these Terms of Service. We reserve the right at any time to require you to provide written consent from your parent or guardian for you to use the Service. The Service is not intended for children under the age of 13 and in no event shall any child under the age of 13 use the Service. You also represent that: (i) you are not located in a country that is subject to U.S. Government embargo, or that has been designated by the U.S. Government as a 'terrorist supporting' country, and; (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
  2. Your Authority to Act for Other Persons. If you are using or creating a Muzooka account on behalf of yourself and any other persons such as members of a performing group, legal entity, band, or partnership of which you are a member, then you hereby represent that you have the authority to do so and to bind those other persons to these Terms of Service. If you are using or creating a Muzooka account on behalf of other persons such as members of a performing group, legal entity, band or partnership of which you are not a member, then you hereby represent to us that you have the authority to do so and to bind those other persons to these Terms of Service. You consent on behalf of yourself and/or as an authorized representative of any such persons, as applicable, to be bound by this Agreement. You agree that you are responsible for all use of your account, including any secondary accounts or sub-accounts registered to your primary account. You understand this means that you accept full liability and responsibility for the actions of anyone who uses the Service via your account, or any secondary accounts, with or without your permission.
  3. Registration. Anyone meeting our age requirement may be able to access the Service and browse certain elements of the Service without having to register. However, in order to access the primary offerings on the Service, you will need to register with us. You may register with us using Facebook. In doing so, you understand that you are allowing us to connect with your information on Facebook, and that such information is considered part of Your Content. Please see our Privacy Policy regarding our collection, use and protection of information you provide to us via Facebook or otherwise. You agree that you will not provide false, inaccurate, or misleading information when registering as a user on the Service. You further agree to keep all of your contact information updated and current and to respond in a timely manner to all correspondence from us.

3. Accessing the Service

  1. Other Terms That Govern Your Use of Service. You understand that there are other terms and policies that supplement these Terms of Service, and which may be amended by us at any time, and you agree that you will comply with such terms and policies. These additional terms and policies form a part of these Terms of Service so that, together, they make one entire agreement to which you are agreeing. Unless we indicate otherwise, if there are additional terms or policies that conflict with language contained in these Terms of Service, then those additional terms and policies will take precedent over these Terms of Service. Additional terms and policies include, without limitation:
    ‍
    • Privacy Policy    . Our Privacy Policy covers how we collect, use and protect information that you provide to us or that we learn about you as a result of your interaction with us through the Service.
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    • Software Licenses    . Any software license agreement(s) we may establish to cover the software contained in the Services, or which you may use in connection with the Services.
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    • Technical Policies. We may establish technical policies and limits concerning use of the Service, including, without limitation, the maximum number of and size of content you may upload and share on the Service, the maximum disk space allotted to your account, the maximum storage and bandwidth used by your account, and how long inactive user accounts will be retained.
    ‍
  2. Certain Product or Service Offerings. From time to time, we may introduce certain products or services to the Service which may be governed by additional terms and conditions that we may require you to agree to prior to accessing such products or services.
  3. U.S.-Based Service. The Service is controlled and offered by us from our facilities in the United States of America. We do not represent that the Service is appropriate or available for use in any other jurisdiction. You will not access the Service from jurisdictions where any content or features that are available on or through the Service is illegal in accordance with the laws of that jurisdiction or any applicable international laws. We accept no liability for your unauthorized or illegal use of the Service.
  4. Service Content. The technology platform, web tools, applications, content, visual interfaces, interactive features, information, graphics, design, artwork, photographs, images, screen shots, text, music, digitally downloadable or streamable files, video clips, trademarks, logos, product and character names, slogans, computer code, products, software, services, the compilation of the foregoing, and all other elements of the Service that are provided by us, our licensors or content providers, or other Service users in connection with the Service (“Service Content”), are valuable proprietary and intellectual property of us or our partners. Service Content is protected by all applicable laws and regulations relating to intellectual or proprietary property, such as, for example but without limitation, patent, copyright, trademark and trade secret. You agree not to use Service Content in any manner (e.g., reproduce, distribute, display, publicly perform, revise, create derivatives of, copy, publish, sell, license, or edit) unless we expressly permit that use as a part of the offerings on the Service. Any attempt to use Service Content in violation of our rights or the rights of others is strictly prohibited. Although we make efforts to ensure that all material on the Service is correct, accuracy with respect to such material cannot be, and is not, guaranteed.

4. Your Content

  1. Submitting Your Content. The Service allows you to publish, post, or upload materials, including images, photographs, videos, artwork, text, weblinks, information, designs, trademarks, logos, graphics, and other materials owned or controlled by you (“Your Content”). All of Your Content published to and through the Service shall be subject to these Terms of Service (including, without limitation, the rules under the “Submission Rules” paragraph 5 below), as well as those terms of service published by any other partner Websites or Applications. We reserve the right to cancel your account and remove you from the Service, at any time, and in our sole discretion, for violation of our Terms of Service or the terms of service of those Websites or Applications which are linked through our Service.
  2. You License Your Content To Us. By publishing Your Content to and through the Service you grant to us a non-exclusive, sub-licensable (so that we can use our affiliates, partners and other subcontractors to provide the Service), worldwide, perpetual royalty-free (meaning that we are not required to pay you or anyone else any money for use of Your Content) license to use, modify, share, publicly perform, publicly display, reproduce, distribute and otherwise exploit Your Content on or through the Service, including to promote and market the Service and our business, generally, without the requirement to seek your permission or permission of anyone else. We will use reasonable efforts to preserve the integrity of Your Content, but occasionally a technical modification (for example, compressing a file) may be necessary and may change Your Content. You hereby waive any so-called “moral rights” or analogous rights associated with Your Content. For the avoidance of doubt, we will not use Your Content for any so-called “out-of-context” marketing or promotion purposes. Our license to use Your Content does not give us any license to use Your Content in any manner other than as described in these Terms of Service.
  3. You Still Own Your Content And May Continue To Use It. As between you and us, you retain your ownership rights in and to Your Content. Additionally, as mentioned above, our right to use Your Content is non-exclusive.
  4. Removal Of Your Content. We may, at any time and without notice to you, delete or otherwise disable access to any of Your Content that, in our sole judgment, violates these Terms of Service or is otherwise inappropriate for the Service. You may also remove any of Your Content submitted or posted by you to your account at any time by sending an email request to support@muzooka.com or logging in to your Muzooka account and using the edit/delete prompts on your dashboard for the particular content you wish to change. We will remove items of Your Content within a reasonable time following our receipt of your email request.
  5. Third Party Use Of Your Content. When you post or upload Your Content, you authorize us to share Your Content in a manner consistent with our Privacy Policy. This authorization includes, without limitation, the right to share Your Content with Performing Rights Societies who work in agreement with us to assure appropriate royalties are paid and other entities involved in the promotion, presentation and performance of original music content. When we share Your Content with third parties, no transfer of ownership occurs, and you retain all ownership interests in and to Your Content. By posting or uploading Your Content to the Site you expressly release any and all claims you may have against any of those third parties with respect to their use of Your Content. If we or any third party receives a claim or demand in connection with Your Content, we may remove Your Content from the Service and those of our third party clients, at our sole discretion. To restore Your Content to the Service, You will be required to provide us with proof of ownership of Your Content in question, or proof  of your express permission to use Your Content from the respective rights owner.

5. Submission Rules

  1. Your Promises Regarding Your Content. In connection with Your Content, you promise, represent and warrant to us that (i) you own, or have the necessary licenses, rights, consents, and permissions to use and sell, and authorize us to use, all patent, trademark, copyright, rights of publicity, or other proprietary rights in and to any and all of Your Content to enable inclusion and use of Your Content in the Service and otherwise in the manner contemplated under these Terms of Service, and to grant the rights and license described above; and (ii) without limiting the generality of the foregoing, our use of Your Content will not:
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    1) infringe, violate, or misappropriate any third-party right, including any  contractual, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;

    2) violate any applicable law, rule, guidelines or regulation; or
    ‍
    3) require us to obtain a license from, or pay fees or royalties to, any third party for the exercise of any rights granted in these Terms of Service.‍
  2. Your Content Will Not Contain Anything Illegal or Abusive. You are responsible for all aspects of Your Content, and you agree that Your Content shall not consist of or contain anything that is unlawful, harmful, defamatory, libelous, obscene, invasive of the privacy of another person or entity, threatening, harassing, abusive, hateful, racist, infringing, pornographic, violent, or otherwise objectionable or inappropriate, as may be determined by us in our sole discretion. Please exercise good judgment in uploading Your Content so that we do not have to resort to removing such postings or terminating your account with us, which we may do in our sole discretion.
  3. No Impersonation. You represent that, in creating your account and using the Service, you are not impersonating any person or organization, including, for example, other artists or persons who use the Service. You further agree that, in creating your account and using the Service, you are not claiming or representing that you are affiliated with another person or organization which are not.
  4. Your Content Will Not Contain Commercial Solicitations.  You agree that Your Content will not contain any business or commercial solicitations (other than, of course, with regard to your services and/or products as an artist/producer).
  5. Your Content Will Not Contain Viruses, Corrupting Files or Interference. You will not post, and Your Content will not contain, any software, files or links to third party websites, and you will not upload or post Your Content that contains any “harmful” or “malicious” code (as such terms are generally defined and understood in the computer programming industry) or programming devices (e.g., viruses, corrupted files, key locks, back doors, trap doors, timers or other disabling devices) or any other similar software or programs that may adversely affect the operation of the Service or any other software or hardware. You also agree that you will not modify in any way any specifications, technology or application codes provided to you by us or as embedded in Your Content or Service Content without our prior written consent in each instance.
  6. You Will Not Share Registration or Account Information. Except as otherwise permitted by this Agreement, you may not share or transfer your Service password or other access information related to the Service with any other party, temporarily or permanently. You are solely responsible for all use of your Service account and for the confidentiality of your Service password.
  7. You are Responsible for Your Content. You are solely responsible for Your Content and the consequences of posting or publishing any of Your Content, and we are not responsible in any way for the information, data, text, intellectual property, or other materials that may appear in any of Your Content. We do not endorse and have no control over any of Your Content. YOUR CONTENT IS NOT NECESSARILY REVIEWED BY US PRIOR TO POSTING OR MONITORED BY US AFTER POSTING.  WE ARE NOT OBLIGATED TO REVIEW OR MONITOR YOUR CONTENT AND WE MAKE NO PROMISES OR GUARANTEES OF ANY KIND AS TO ANY OF YOUR CONTENT, INCLUDING WITHOUT LIMITATION, AS TO ITS NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR TITLE. YOU AGREE THAT YOU MUST EVALUATE, AND BEAR ALL RISKS ASSOCIATED WITH ANY USE OF ANY OF YOUR CONTENT.
  8. Your Content Will Be Made Public. By submitting Your Content to the Service, you agree that Your Content will be made public.
  9. Indemnification. You agree to hold us harmless, indemnify, and to pay or reimburse us (and 'us' in this Section 5(i) means our parent(s), subsidiaries, shareholders, members, managers, affiliates or any related companies, licensors, licensees, suppliers, and our and their respective directors, officers, employees, agents, representatives, successors, assigns, contractors, and end users who access Your Content via the Service) on demand for all claims, suits, losses, damages, judgments, injuries, liabilities, costs, fees and expenses (including, but not limited to, legal and accounting fees, including any incurred in enforcement of this indemnity) of any kind which are in any way related to (a) your use or misuse of the Service; (b) Your Content, including our or any other person's or entity's use (e.g., reproduction, distribution, public performance, public display, modification, editing, adaptation, or other exploitation) of any of Your Content consistent with these Terms of Service; or (c) your violation of these Terms of Service. We reserve the right, at your expense, to assume the exclusive defense and control of any matter described in this Section 5(i) and you agree to fully cooperate with our defense of these claims. You shall not settle any matter without our prior written consent in each instance. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. WE HAVE NO OBLIGATION WHATSOEVER TO PAY OR REIMBURSE YOU OR ANY OTHER PARTY FOR ANY CLAIMS, SUITS, LOSSES, DAMAGES, JUDGMENTS, INJURIES, LIABILITIES, COSTS, FEES AND EXPENSES OF ANY KIND WHICH ARISE IN ANY WAY RELATED TO YOUR USE OF THE SERVICE AND YOU HEREBY WAIVE AND RELEASE US FROM ANY AND ALL CLAIMS AGAINST US ARISING FROM THE FOREGOING TO THE FULLEST EXTENT PERMITTED BY LAW.‍
  10. Third Party Websites and Services. The Service may link to, or direct you to Websites, Applications, services and/or products not maintained by or related to us, such as, without limitation, Facebook, Twitter, and Instagram. Such opportunities are provided as part of the Service and are not sponsored by or affiliated with us. We make no promise or guarantee to you about the safety, content, completeness, or accuracy of those third-party Websites, Applications, services and/or products. Your use of any such third party Website or Applications, even when you access it from the Service, is subject to the terms and conditions, including the privacy policy, of that third party Website or Application.

6. Service Provided to You 'As Is'

  1. NO GUARANTEES MADE BY US ABOUT THE CONTENTS OF THE SERVICE. THE MATERIALS IN THE SERVICE (INCLUDING ANY CONTENT, GRAPHICS, SOFTWARE, RECOMMENDATIONS OR OTHER MATERIALS) AND ANY MATERIALS MADE AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND “AS-AVAILABLE”, AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS IN THE SERVICE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE MATERIALS IN THE SERVICE COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. THESE MATERIALS COULD BE INACCURATE OR BECOME INACCURATE AS A RESULT OF DEVELOPMENTS OCCURRING AFTER THEIR RESPECTIVE DATES. WE DON’T UNDERTAKE ANY OBLIGATION TO VERIFY OR MAINTAIN THE CURRENCY OF SUCH INFORMATION. IN ADDITION, YOU UNDERSTAND AND AGREE THAT WHEN USING THE SERVICE, YOU WILL BE EXPOSED TO USER SUBMISSIONS POSTED AND/OR SUBMITTED BY USERS. WE DO NOT ENDORSE, VERIFY, EVALUATE OR GUARANTEE ANY INFORMATION PROVIDED BY USERS, INCLUDING RANKINGS, REVIEWS, OR THE CONTENT OF OTHERS (“USER SUBMISSIONS”) AND NOTHING SHALL BE CONSIDERED AS AN ENDORSEMENT, VERIFICATION OR GUARANTEE OF ANY USER SUBMISSION. WE ARE NOT IN ANY MANNER RESPONSIBLE FOR THE USER SUBMISSIONS, AND WE DON’T GUARANTEE THE ACCURACY, INTEGRITY, QUALITY, OR INTELLECTUAL PROPERTY RIGHTS OF OR RELATING TO SUCH USER SUBMISSIONS. IN ADDITION, WE CAN’T ASSURE THAT HARMFUL, INACCURATE, DECEPTIVE, OFFENSIVE, THREATENING, DEFAMATORY, UNLAWFUL OR OTHERWISE OBJECTIONABLE USER SUBMISSIONS WILL NOT APPEAR ON THE SERVICE. YOU ACKNOWLEDGE THAT BY PROVIDING YOU WITH THE ABILITY TO ACCESS AND VIEW USER SUBMISSIONS ON THIS SERVICE, WE ARE MERELY ACTING AS A PASSIVE CONDUIT FOR SUCH DISTRIBUTION AND ARE NOT UNDERTAKING ANY OBLIGATION OR LIABILITY RELATING TO ANY USER SUBMISSIONS OR ACTIVITIES OF USERS ON THE SERVICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT THE INFORMATION, MATERIALS AND OPINIONS EXPRESSED OR INCLUDED IN ANY USER SUBMISSIONS ARE NOT NECESSARILY OURS OR THOSE OF OUR AFFILIATED OR RELATED ENTITIES OR SERVICE PROVIDERS.
  2. NO GUARANTEES MADE BY US ABOUT THE OPERATION OF THE SERVICE. WE PROVIDE THE SERVICE TO YOU “AS-IS” AND “AS-AVAILABLE”. WE MAKE NO PROMISE OR GUARANTEE ABOUT THE RELIABILITY OR PERFORMANCE OF THE SERVICE, AND WE WILL NOT BE LIABLE TO YOU IN THE EVENT OF ANY FAILURE OF THE SERVICE. YOU ACKNOWLEDGE THAT ANY RELIANCE ON THE SERVICE AND ANY MATERIAL AND/OR SYSTEMS USED IN THE SERVICE WILL BE AT YOUR OWN RISK. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE OPERATION OF THE SERVICE OR SOFTWARE THEREIN, AND THE APPLICATION THEREOF, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT (I) THE OPERATION OF THE SERVICE WILL MEET YOUR REQUIREMENTS; (II) ACCESS TO THIS SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER HARMFUL COMPONENTS, OR FREE OF DEFECTS OR ERRORS; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THIS SERVICE WILL BE ACCURATE OR RELIABLE; OR (IV) DEFECTS WILL BE CORRECTED. YOU ASSUME THE ENTIRE COST OF ALL SERVICING, REPAIR, OR CORRECTION THAT MAY BE NECESSARY FOR YOUR COMPUTER EQUIPMENT OR MOBILE DEVICE AND SOFTWARE AS A RESULT OF ANY VIRUSES, ERRORS OR ANY OTHER PROBLEMS WHATSOEVER YOU MAY HAVE AS A RESULT OF VISITING THIS SERVICE. IN ADDITION, WE MAKE NO GUARANTEES REGARDING THE AMOUNT OF TIME THAT ANY SERVICE CONTENT OR YOUR CONTENT WILL BE PRESERVED.
  3. LIMITATION OF OUR LIABILITY. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SERVICE, NOR WILL WE BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE WHETHER OR NOT CAUSED BY EVENTS BEYOND OUR REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO OUR RECORDS, PROGRAMS, OR SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; AS A RESULT, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

7. Changes To These Terms of Service

Our business and the environment in which we operate the Service change constantly. These Terms of Service may also change as we see the need for updates and revisions. We reserve the right, at any time and without notice, to add to, change, update or modify these Terms of Service simply by posting such change, update or modification on the Service. Any such change, update or modification will be effective immediately upon posting on the Service. We strongly recommend that you check the Site frequently to review the most recent version of these Terms of Service.

8. Availability of Service; Customer Support

  1. We may make updates or changes to or discontinue any of the features, media, content, communities, products, software, or services available within the Service at any time, and without notice.
  2. We are solely responsible for providing any maintenance and support services with respect to the Services as specified in these Terms of Services or as required under applicable law.
  3. Any customer support questions, complaints or claims about the Service, including the Applications, may be directed to us at:
    support@muzooka.com or if sent by mail to:
    ‍
    Muzooka Inc.
    950 E. State Highway 114 - Suite 160 Southlake, Texas 76092
    Attn: Privacy Policy Department, Muzooka

    However, do not use the above information to contact us about any intellectual property claims (e.g., if you believe content hosted on the Service infringes on your copyright). For such intellectual property-related claims, please refer to Section 9 of these Terms of Service.
  4. Interaction With Other Users. Your use of the Service may bring you into contact with other users of the Service, and their respective content. You are solely responsible for your contact and involvement with other Service users. IF YOU HAVE A DISPUTE WITH ANY SERVICE USER(S), YOU RELEASE US (AND OUR PARENT, SUBSIDIARIES, SHAREHOLDERS, MEMBERS, MANAGERS, AFFILIATES OR ANY RELATED COMPANIES, LICENSORS, LICENSEES, SUPPLIERS, AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS, ASSIGNS AND CONTRACTORS) FROM ANY AND ALL CLAIMS AND DAMAGES (INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, ACTUAL, SPECIAL, CONSEQUENTIAL AND PUNITIVE) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY SUCH DISPUTES.
  5. Your Conduct. You acknowledge and agree that all of our employees, agents, representatives and contractors, and the employees, agents, representatives and contractors of our partners and sub-licensees, and all Service users are entitled to be treated in a fair, safe and respectful manner and are entitled to work in an environment which is free from bullying, harm or threat of harm, discrimination or harassment. You will not harass, bully, threaten, demean, defame or discriminate against any of the individuals listed in this Section 8(e). If you commit, or, if based upon an allegation supported by a reasonable investigation by us, are alleged to have committed an act in breach of this Section 8(e), an offense under any federal, state/provincial or local laws, or an act which, in our sole and reasonable discretion brings you into public disrepute, contempt, scandal or ridicule, or which reflects or would reflect unfavorably upon us or the Service, or otherwise injures or would injure the success of the Service, we will have the right, in addition to and without prejudice to any other remedy of any kind or nature available to us, to (i) treat such act as a material breach of these Terms of Service; (ii) suspend or terminate your use of the Service with immediate effect and remove Your Content from the Service; and (iii) delete all reference to you from any materials regarding the Service, including without limitation in connection with the advertising and promotion of the Service. In addition to the other terms and conditions of this Terms of Service, while using the Service, you will not:
    •  copy, modify, or distribute Service Content including, without limitation, our copyrights, patents and/or trademarks;
    • interfere with other users' content on the Service;
    • transfer your Service account or information listed on the Service to another party without our prior written consent;
    • distribute, post or link to spam, chain letters, or pyramid schemes via the Service;
    • harvest or otherwise collect information about Service users without their consent.

9. Termination

  1. By Us. We may, in our sole discretion and for any reason or no reason, with or without notice, terminate your account, disable access by other Service users to any of Your Content, disable your access to the Service or any related services including support, and/or terminate any license granted to you hereunder (including licensed rights to any content or materials downloaded by you during your use of the Service), at any time. You agree that we are not and shall not be liable to you or any third-party for any such termination. We do not permit unlawful, infringing, fraudulent, or otherwise illegitimate activities on the Service, and reserve the right to terminate access to the Service, in cases of actual or suspected fraud, or violations of these Terms of Service or other laws, rules or regulations. Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies we may have at law or in equity.
  2. By You. If you are dissatisfied with the Service, then please let us know by e-mailing us at support@muzooka.com. You may terminate your use of the Service by closing or deleting your account, discontinuing your use of any and all parts of the Service, or providing us with notice of termination at support@muzooka.com.
  3. Certain Terms Still Apply After Termination. Upon termination of these Terms of Service, any provision of these Terms of Service which, by its nature or express terms should survive, will survive such termination or expiration.

10. Procedures For Copyright Claims

  1. Copyright Notices. If you are a copyright owner or a copyright owner's agent and you believe any content submitted to and hosted on the Service infringes your copyright(s), then you may submit a notification by following the rules of the Digital Millennium Copyright Act (“DMCA”), which require that you notify our designated copyright agent with the following information in writing:

    • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that you claim is infringed;
    • A description of the copyrighted work that you claim has been infringed;
    • A description of where the material that you claim is infringing is located on the Service;
    • The address, telephone number, and/or electronic mail address at which the complaining party may be contacted;
    • A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
    • A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

    It is our policy to respond to notices of alleged infringement that comply with the DMCA. Accordingly, you understand that if you fail to comply with all of the requirements of the DMCA listed above, your notice may not be valid. We will promptly terminate without notice the accounts of users that are determined by us to be 'repeat infringers.' Our designated copyright agent to receive notifications and counter-notifications of claimed infringement can be reached as follows: Attn: Muzooka Copyright Office, 950 E. State Highway 114 - Suite 160 Southlake, Texas 76092, or by electronic mail at copyright@muzooka.com. This contact information is only for reporting alleged copyright and other intellectual property infringement claims. Contact information for other matters is provided elsewhere in these Terms of Service, on the Site or within the Applications.
  2. No False Claims. Please note that under Section 512(f) of the United States Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability for damages.

11. Miscellaneous

  1. No Partnership Formed. Both you and we acknowledge and agree that no partnership or other agency relationship is formed and neither of you nor we have the power or the authority to obligate or bind the other, whatsoever. Neither of you nor we have any fiduciary duties to each other.
  2. Texas Law Governs. These Terms of Service will be governed by and construed in accordance with the internal laws of the State of Texas without regard to its conflict of laws principles.‍
  3. Arbitration. If a dispute arises under these Terms of Service which cannot first be resolved through good faith negotiations, the dispute will be submitted to arbitration and resolved by a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect as modified herein. All arbitration will be confidential and take place at the office of the American Arbitration Association located in or closest to Southlake, Texas. The award or decision rendered by the arbitrator is final, binding and conclusive and judgment may be entered upon the award by any court of competent jurisdiction. We each agree that any dispute resolution proceeding will be conducted only on an individual basis and not in a class, consolidated or representative action.

    ‍    IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN AN ARBITRATION, EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, CLAIM OR PROCEEDING BROUGHT TO ENFORCE, DEFEND OR INTERPRET ANY RIGHTS OR REMEDIES ARISING HEREUNDER, RELATING TO OR IN CONNECTION WITH THESE TERMS OF SERVICE.‍
  4. No Assignment. You may not assign or delegate any of your rights or obligations under these Terms of Service to any other party, and any purported assignment in violation of the foregoing shall be null and void. We may freely assign or delegate these Terms of Service to any other party without limitation.
  5. No Waiver. Our failure to insist, in any one or more instances, on performance of any of the terms and conditions of these Terms of Service shall not be construed as a waiver or relinquishment of any rights granted hereunder or of the future performance of such term or condition, but your obligations, with respect thereto, shall continue in full force and effect.‍
  6. Severability. These Terms of Service operate to the fullest extent permissible by law. If any provision of these Terms of Service is unlawful, void or unenforceable, that provision is deemed severable from these Terms of Service and does not affect the validity and enforceability of any remaining provisions. ‍‍‍
  7. No Export of Software. Software that may be available in connection with the Service (the 'Software') is further subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.‍
  8. Headings. The headings in these Terms of Service are for your convenience and reference and do not limit or affect these Terms of Service.‍
  9. Entire Agreement. These Terms of Service, together with those items made a part of these Terms of Service by reference, including the Privacy Policy and any additional terms, make up the entire agreement between us relating to the Service, and replace any prior understandings or agreements (whether oral or written) between us regarding the Service.‍
  10. Non-Circumvention.  You hereby agree that your use of the Service may provide you with contacts and/or facilitate placement and/or integration with respect to Your Content and you hereby agree not to circumvent, avoid, bypass, or obviate us either directly or indirectly, in any matter relating to the Services.  For clarity, you will not seek to secure product placement and/or integration contracts and/or relationships directly with any third party with whom we have a prior relationship.

12. API Usage

To ensure artist assets are updated in a timely manner:

  1. Unless you have explicit permission from Muzooka to do otherwise, you must integrate Muzooka Data into your platform using webhooks, as outlined in the Muzooka API Documents, and update your local data every time you receive a webhook notification from Muzooka.
  2. If you have permission from Muzooka to do so, and you are not using webhooks, you agree to check Muzooka for updates every 24 hours and update your local data according to any updates that have been made on Muzooka.
  3. If you remove a webhook, or do not check Muzooka every 24 hours for changes to any artist profiles integrated with Muzooka on your platform, or you do not make changes according to the conditions outlined above for any reason, you must remove any Content associated with those Muzooka artist profiles from your platform immediately.

By using our API, you do not acquire ownership of any rights to our API or the content that is accessed through our API.

If you are using the API on behalf of an entity, you represent and warrant that you have authority to bind that entity to the Terms and by accepting the Terms, you are doing so on behalf of that entity (and all references to "you" in the Terms refer to that entity).

Muzooka sets and enforces limits on your use of the APIs (e.g. limiting the number of API requests that you may make), at our sole discretion. You agree to, and will not attempt to circumvent, such limitations documented with each API. If you would like to use any API beyond these limits, you must obtain Muzooka's express consent (and Muzooka may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use).

MUZOOKA MAKES NO WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, REGARDING THE CONTENT, ACCURACY, TIMELINESS, OR FITNESS FOR A PARTICULAR PURPOSE OF THIRD PARTY DATA. LICENSEE ACKNOWLEDGES THAT MUZOOKA IS A CONTENT AGGREGATOR THAT DOES NOT CREATE, REVIEW, OR HAVE DIRECT CONTROL OVER THIRD PARTY DATA. THIRD PARTY DATA IS UPLOADED DIRECTLY TO THE MUZOOKA PLATFORM BY THIRD PARTIES. LICENSEE AGREES THAT MUZOOKA SHALL NOT BE LIABLE TO LICENSEE FOR CLAIMS, DAMAGES, SETTLEMENTS, OR JUDGMENTS RELATED TO THIRD PARTY DATA

For questions about the Muzooka API, please contact us at api@muzooka.com.

13. Developer API Subscription

This section applies only to API subscriptions purchased using the Muzooka webapp. Enterprise clients must adhere to the terms of their specific contracts.

  1. Subscription
    Your Muzooka developer subscription begins as soon as your initial payment is processed. Your subscription will automatically renew on the same day each month without notice until you cancel. You authorize us to process and store your payment method(s) with Stripe and to automatically charge your payment method(s) every month until you cancel. We will automatically charge your then-current rate for your plan, plus applicable taxes, every month upon renewal, until you cancel.

    On the renewal date of your subscription, if your payment fails you will be required to update your credit card within 7 days after your renewal date. If no payment is made, your API key access will expire and you will lose all of your API integrations. To resume service, a new subscription will be required.
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  2. ‍Cancellation
    You can cancel your subscription at any time in the Manage Billing section of Muzooka’s Developer Tools. Your access to Muzooka's API will be available until the end of your current billing cycle date. No refund will be issued for early cancellation, however if you are not satisfied with the product that you have purchased, Muzooka offers a 14 day money-back guarantee (please see 13.3 Refunds).‍
  3. Refunds
    Muzooka offers a full money-back guarantee. If you are not satisfied with the product that you have purchased from us, you can get your money back, no questions asked. You are eligible for a full reimbursement within 14 calendar days of your subscription start date. After the 14-day period you will no longer be eligible and will not receive a refund. We encourage our customers to try the service for the first two weeks after their initial purchase to ensure it fits your needs. If you have any additional questions or would like to request a refund, please email billing@muzooka.com.

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