IMUZE, INC

TERMS OF SERVICE


 

Important; Read Carefully: iMuze, Inc. (“iMuze”), doing business as Muzeek, licenses its software and platform and provides related services pursuant to these terms of service (“Agreement”). This Agreement is a legal contract between you (if signing in your capacity as an individual) or the legal entity you represent (e.g., your employer) (“You”) and Muzeek. Read the terms of this Agreement carefully. By clicking “I agree” or using any of the Muzeek Platform, You agree to be bound by this Agreement. If You do not agree to the terms of this Agreement, do not click “I agree” or use any of Muzeek’ Products.

  1. DEFINITIONS
    • “Content” means audio, music, sounds, graphics, images or sounds.
  • “Product” or “Music” refers to the music, scores, performances, content, Starters, materials and other elements that Muzeek makes available within the Muzeek Platform.
  • “Services” means the services that Muzeek provides to You, which may include, without limitation, limited or full use of the Muzeek Platform, which creates, hosts and plays back Original Works.
  • “Membership” means the then-current Muzeek subscription plans.
  • “Your Input” means the criteria you provide to the platform and that may include, without limitation, Describing Words or Tags, duration, BPM, Pitch and selection of a musical genre and variation.
  • “Original Works” means one or more original musical compositions and/or performances composed by the Muzeek Platform.
  • “Your Music” means the Original Works produced by the Muzeek Platform in response to Your input.
  • “Muzeek Platform” means the Muzeek cloud-based hosted platform, which creates a wide range of original musical works and performances where the Muzeek Platform uses Your Input to composes Original Works. In some instances Muzeek Platform will synchronize the Original Work to Your Content. In some instances, Muzeek Platform allows You to upload Your Content for use by the Muzeek Platform to compose the Original Works.
  • “Your Content” means the Content that You upload, post, or otherwise make available or provide to the Muzeek Platform, including but without limitation your videos, ads.
  • “Starters” means pre-made original musical sequences, accessed by the Muzeek Platform to compose Original Works.
  1. Terms

Introduction

We will refer to iMuze inc. as Muzeek (DBA Muzeek) going forward.

  1. Welcome to Muzeek and thank You for using our services!
  2. These terms and conditions (together with the other documents referred to in them) (Terms) refer to the terms on which you may make use of, and by which you must abide throughout your use of, our Website MUZEEK (muzeek.co) (Muzeek), Web Application (app.muzeek.co), Mobile and Desktop applications (Muzeek), plug-in (Muzeek) and any other Products and services offered by Muzeek, as a registered user, or otherwise, in order to access and download music tracks generated by our platform (Music).
  3. Please read these Terms carefully before you start to use, or purchase a Product from, Muzeek.

Using Muzeek

  1. Muzeek is intended for personal or business use. To the extent that you use Muzeek in a business context on behalf of a company or other incorporated entity, you confirm that you are duly authorised by that business, company or other entity to do so.
  2. If you are under the age of majority in the place from which you access Muzeek, you must have permission from your parent or legal guardian in order to use or register on Muzeek. In this case any contract formed with us is between us and your parent or legal guardian who is responsible to us for ensuring that you comply with these Terms.
  3. If you become a registered user of Muzeek you will receive access to content and functionalities (the Member Services) subject to these Terms.
  4. The Terms applying to the Member Services are set out below

Other Applicable Terms

These Terms refer to the following additional terms, which also apply to your use of Muzeek:

  1. Our Music Licencing Terms, which sets out the terms on which you can use the Music.
  2. Our Privacy Policy, which sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using Muzeek whether as a registered user, you warrant that all data provided by you is accurate.

Changes To These Terms

  1. If you are using Muzeek as a registered user then you will be asked to read and accept these Terms at the time you register with us to become a registered user. We may revise these Terms at any time and in the event of such a revision, you may be asked to read and accept the revised Terms at the time you log in to Muzeek as a registered user.
  2. No variation to these Terms may be made save by a variation notified by us on Muzeek as described above, or else in writing signed by you and us.

Becoming a Registered User

  1. You must become a registered user of Muzeek if you wish to download Music. To register you must complete all of the required fields on the signup page.
  2. Your registration with Muzeek will be on-going unless terminated in accordance with these Terms.
  3. We will confirm our acceptance of your registration by sending you an email to that effect. Your registration will only be completed when we send this confirmation to you.

Your Account And Password

  1. If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
  2. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time if, in our reasonable opinion, you have failed to comply with any of the provisions of these Terms.
  3. Your account is for your own use only. You may not authorise others to use your account, and you may not assign or otherwise transfer your account to any other person or entity. If you know or suspect that anyone other than you knows or has obtained your user identification code or password and/or has accessed your account, you must immediately notify us at support@muzeek.co or via our contact page and change your password.
  4. You are responsible for the acts and omissions of any third parties who use your user identification code or password to access your account, whether fraudulent or not, and you agree to reimburse us on demand for any loss we may suffer as a result of such use.

The Member Services

  1. The Member Services will be as made available to registered users on our site from time to time and will include (with various limitations based on which membership you are registered in) the ability to access and download Music for use subject to these Terms.
  2. We will update Muzeek from time to time, and may change the content and/or services we provide on it at any time. However, please note that, although we make reasonable efforts to update the content we provide on Muzeek, we make no representations, warranties or guarantees, whether express or implied, that such content is accurate, complete or up-to-date and we are under no obligation to update it.
  3. We do not guarantee that Muzeek, or any content on it (including Music), will always be available or be uninterrupted. Access to Muzeek is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of Muzeek without notice. We will not be liable to you if, for any reason, Muzeek is unavailable at any time or for any period.
  4. You are responsible for making all arrangements necessary for you to have access to Muzeek . You are also responsible for ensuring that all persons who access Muzeek through your internet connection are aware of these Terms and other applicable terms, and that they comply with them.
  5. Muzeek is intended for use worldwide. Wherever you access and use Muzeek from, you agree that you will only use Muzeek in a manner consistent with these Terms and any and all applicable local, national and international laws and regulations. To the extent that your use of Muzeek is not legal in your jurisdiction, you may not use Muzeek.

Downloading and using music from Muzeek

  1. Muzeek allows registered users to download Music generated by Muzeek (Downloaded Music) for use in accordance with these Terms. Any downloading of Music from Muzeek creates a contract between you as the Licensee and us as the Licensor of the Downloaded Music, subject to these Terms.
  2. Our website will guide you through the steps you take to generate and download Music.
  3. You must pay any applicable fee for downloading the Music in question before you are able to download the Music.
  4. You agree that, by requesting the download of Music from Muzeek, you thereby consent to immediate performance of the contract between us and acknowledge that you will lose any right of withdrawal from the contract once the download of the Music has begun.
  5. The terms on which you can use Downloaded Music are set out on our Muzeek Music Licencing Terms.

Intellectual Property Rights

  1. You acknowledge that any and all intellectual property rights (including without limitation copyright and related rights) of any kind existing anywhere in the world (Intellectual Property Rights) subsisting in, or in relation to, Downloaded Music, shall be owned by Muzeek unless you purchase the Copyright.
  2. To the extent that any Intellectual Property Rights subsisting in or in relation to Downloaded Music vest in you, you hereby assign (and in the case of copyright, by way of a present assignment of future copyright) to us any such rights absolutely with full title guarantee and free from encumbrances and agree (at our request and cost) promptly to execute such further documents and to perform any further acts as are required to give full effect to clauses 10.1 and 10.2. In addition you hereby waive, in respect of any Downloaded Music, any and all moral rights to which you may now or at any future time be entitled under the Copyright, Designs and Patents Act 1988 as amended from time to time and under all similar legislation from time to time in force anywhere in the world.
  3. If any claim is made against you for copyright infringement of a third party musical composition, or in our reasonable opinion such claim is likely to be made against you, we reserve the right (without charge to you) to (a) procure the right for you to continue using the Downloaded Music in accordance with these Terms; (b) modify the Downloaded Music so that it ceases to be infringing; or (c) replace the Downloaded Music with non-infringing Music provided always that the Downloaded Music has not been materially edited. In the cases of (b) or (c) above, you agree either to replace the Downloaded Music with the modified or replacement version, or (if the modified or replacement version no longer suits your needs) to cease using the Downloaded Music, to use all efforts to remove it from circulation and to receive a refund of the fees paid for the Downloaded Music.
  4. We are the owner of all Intellectual Property Rights in relation to Muzeek, the website, the platform generating the Music and in the content published on it. All such rights are reserved.
  5. Except as expressly provided under the Muzeek Music Licencing Terms, you must not modify the paper or digital copies of any materials you have printed off or downloaded from Muzeek in any way, and you must not use any audio sequences (music, SFX, Jingles) separately from an accompanying Video unless stated otherwise in the license you have purchased as right-of-use for the Downloaded Music.
  6. Our status (and that of any identified contributors) as the authors of the content provided by us on Muzeek must always be acknowledged.
  7. Save as expressly permitted under these Terms, you must not use any part of the content on Muzeek for commercial purposes without obtaining a licence to do so from us or our platforms.
  8. If you print off, copy or download any part of Muzeek in breach of these Terms, your right to use Muzeek will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

DISCLAIMER OF WARRANTIES

  1. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. MUZEEK EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
  2. MUZEEK MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE, OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, MUZEEK SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS WILL BE CORRECTED.
  3. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR EQUIPMENT OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MUZEEK OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

Limitation Of Our Liability

  1. Nothing in these Terms excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by California, USA law.
  2. Subject to the provisions of clause 10.3, you acknowledge that:
    1. Your choice and use of Downloaded Music is solely your responsibility. In particular you are responsible for ensuring (and we make no representation or guarantee) that the Downloaded Music in the electronic format downloaded from Muzeek is compatible with other content in conjunction with which you use it or otherwise fit for the purposes for which it is intended to be used by you; and
    2. we are not liable in any way for any loss or damage of any kind incurred as a result of your use of the Downloaded Music.
  3. In relation to these Terms including the Member Services:
    1. to the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to Muzeek or to any Music or other content on it, whether express or implied
    2. save as expressly set out in these Terms (including clause 10.3), we will not be liable to any user for any loss or damage whatsoever, whether in contract, tort (including negligence), breach of statutory duty or otherwise, whether direct or indirect and even if foreseeable, arising out or in connection with use of, or inability to use, Muzeek including your use of, or reliance on, any Downloaded Music or other content displayed on Muzeek and any use of the Member Services. In particular (but without limiting the previous exclusion), we will not be liable for the following:
      1. loss of profits, sales, business or revenue;
      2. loss of agreements or contracts;
      3. business interruption;
      4. loss of anticipated savings
      5. loss of business opportunity, goodwill or reputation;
      6. loss of use or corruption of software, data or information; or
      7. any indirect or consequential loss or damage.
    3. We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of Muzeek or your downloading of any Downloaded Music or other content on it, or on any website linked to it.
    4. Subject to clauses 11.1 to 11.4, our total liability to any user, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms shall be limited to the fee paid by you in respect of the Downloaded Music to which the liability relates.

Scope Of Use Of Muzeek

  1. You may use Muzeek only for lawful purposes. You may not use Muzeek:
    1. in any way that breaches any applicable local, national or international law or regulation;
    2. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
  • to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); or
  1. to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
  1. You also agree:
    1. not to reproduce, duplicate, copy, re-sell, decompile, reverse engineer or have reverse engineered any part of Muzeek in contravention of these Terms (including via screen scraping or other automated means);
    2. to ensure by appropriate and reasonable steps that third parties, including (if applicable) your own employees, cannot make unauthorized use of the Product. You shall be liable to Muzeek for any loss or damage in this context.
  • not to impersonate any other registered users; and
  • not to access without authority, penetrate, interfere with, damage or disrupt (or attempt to do any of the same): (i) the accounts of other registered users; (ii) any part ofMuzeek, its platform or its security measures; (iii) any equipment or network on which Muzeek is stored; (iv) any software used in the provision of Muzeek; or (v) any equipment or network or software owned or used by any third party.

Content Standards

  1. These content standards apply to any content you submit (User Content), upload or link to Muzeek from time to time, and to any Projects in which you incorporate Downloaded Music under the Muzeek Licencing Terms.
  2. You must comply with the spirit of the following standards, as well as the letter. The standards apply to each part of any Materials and other content as well as to its whole.
  3. User Content and Projects must not:
    1. contain any material which is defamatory or inaccurate of any person;
    2. contain any material which is obscene, offensive, hateful or inflammatory;
    3. promote indecent or sexually explicit material;
  • promote violence;
  • promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
  • infringe any copyright, database right, trade mark or other intellectual property rights of any other person;
  1. contain video, audio photographs or images of another person without his or her permission (or in the case of a minor, the minor’s legal guardian);
  • be likely to deceive any person;
  • be made in breach of any legal duty owed to a third party, such as a contractual duty (including your terms of enrolment with an educational establishment and its policies and procedures) or a duty of confidence;
  • advocate, promote, assist or enable any illegal or unlawful activities (including, without limitation, copyright infringement or computer misuse) or intend to defraud, swindle or deceive other users of Muzeek;
  • be threatening, abuse or invade another's privacy or cause annoyance, inconvenience or needless anxiety;
  1. be likely to harass, upset, embarrass, alarm or annoy any other person;
  • be used to impersonate any person or to misrepresent your identity or affiliation with any person;
  • give the impression that they emanate from us, if this is not the case;
  • disseminate or otherwise disclose another person's personal information without his or her prior permission, or collect or solicit another person's personal information for commercial or unlawful purposes; or
  • otherwise damage or be likely to cause damage to our business or our reputation (including by competing directly with our business).

Ending Your Registration And Terminating Your Licence To Use Downloaded Music

  1. You may at any time, and without the need to provide any reason, end your registration with us by sending us an email to support@muzeek.co. Your registration will end on the first working day after receipt by us of your request for closure.
  2. We will determine, in our discretion, whether there has been a breach of these Terms through your use of Muzeek (including your use of Downloaded Music) and/or receipt of the Member Services. When such a breach has occurred, we may take such action as we deem appropriate, including all or any of the following actions:
    • immediate, temporary or permanent withdrawal of your right to use Muzeek including the suspension or cancellation of your registration;
    • termination of your licence to use Downloaded Music;
    • issue of a warning to you;
    • legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
    • further legal action against you; and
    • disclosure of such information to your academic institution or law enforcement authorities as we reasonably feel is necessary.
    • The responses described above are not limited and we may take any other action we reasonably deem appropriate.
    • In the event that we terminate any licence granted to you to use Downloaded Music, you must use all reasonable efforts to remove such Downloaded Music from circulation, including by removing all Projects incorporating such Downloaded Music from any websites on which they are published.

Bugs And Viruses

  1. We do our best, but we cannot guarantee that Muzeek will be secure or free from bugs or viruses.
  2. You are responsible for configuring your information technology, computer programmes and platform in order to access Muzeek. You should use your own virus protection software.
  3. You must not misuse Muzeek by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to Muzeek, the server on which Muzeek is stored or any server, computer or database connected to Muzeek. You must not attack Muzeek via a denial-of-service attack or a distributed denial-of-service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use Muzeek will cease immediately.

Linking To Muzeek

  1. You may link to our home page, provided that you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
  2. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
  3. Muzeek must not be framed on any other site.
  4. We reserve the right to withdraw linking permission without notice.

Third Party Links And Resources In Muzeek

  1. Where Muzeek contains links to other sites and resources provided by third parties who are not under our control, including, without limitation, advertisers, these links are provided for your information only.
  2. We have no control over, and assume no responsibility for, the content of those sites or resources or their availability. Any such links should not be interpreted as endorsement by us of those sites and we will not be liable for any loss or damage that may arise from your use of them.

Applicable Law

  1. These Terms, their subject matter and their formation, are governed by California, USA law. We both agree to the exclusive jurisdiction of the courts of the United States of America and the State of California (CA).

Trade Marks

  1. “Muzeek” is a trade mark of iMuze Inc.
  2. This agreement does not grant permission to use the trade names, trade marks, service marks, or Product names of Muzeek, except as required for reasonable and customary use in describing the origin of the Tracks.

Contact Us And Dispute Resolution

  1. To contact us, please email support@muzeek.co or use our contact page. If you have any comments or complaints regarding our website or the services you have received from us, please email support@muzeek.co or use our contact page.
  2. If you are unhappy with any Music downloaded from Muzeek or are concerned that any Music deriving from Muzeek that you have come into contact with breaches these Terms, please email support@muzeek.co.

General provisions

  1. The Terms constitute the entire agreement between you and Muzeek and govern your use of the Services, superseding any prior agreements between you and Muzeek with respect to the Services. You also may be subject to additional terms and conditions that may apply when you use affiliate Services, third-party content or third-party software. The Terms will be governed by the laws of the State of California without regard to its conflict of law provisions. You and Muzeek agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco County, California .
  2. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.
  3. 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. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The failure of Muzeek to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
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