Chordal Terms of Service

Curator Ventures, LLC, a Delaware limited liability company d/b/a Chordal (“Chordal”, “we” or “us”) provides access to the Chordal website currently located at www.chordal.com and any related features, functionality, services made available by us (collectively, “Service”). These terms and conditions (“Terms”) govern your access and use (as a registered user or otherwise) of the Service. By accessing or using the Service, you accept and agree to be bound by these Terms. If you do not agree, you may not access or use the Service. If you are entering into these Terms on behalf of one or more other people, a group, or a company or other entity, then by accepting these Terms you represent and warrant to us that you are duly authorized to do so on behalf of all such person(s)/entity(ies) and to bind them to these Terms and that Chordal is fully entitled to rely on such fact (in which case, the term "you" includes all such people and entities) in our performance under these Terms.

1. Terms of Access and Use.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, nontransferable license to access and use the Service, and by doing so, you represent and warrant that you are over eighteen (18) years of age. The rights granted to you by these Terms may be revoked by Chordal at any time, in its sole discretion.

2. Registration; Fees; Quote Procedure; Licensing.

(a) In order to use the Service, you will need to register and create an account with us, through which you will be able to access certain public and private features (“Account”). Access to your Account will require verifying a valid email address that is your own, choosing a password and providing us with complete and accurate registration information, which may include, without limitation, your name, email address, postal address, phone number and other details as required by us to provide the Service. You represent and warrant that all required registration information you submit is truthful and accurate, and that you will maintain the accuracy of such information. You will be solely responsible for any activity conducted through your Account, so please keep that information confidential and safe. If at any time your details change or if you learn or suspect that your password has been used or obtained by a person not authorized to use it, please notify us immediately. Through your Account you will also be able to create and customize your own public-facing profile (“Your Profile”) within the Service. You will be responsible for maintaining Your Profile with whatever text, graphics and other User Content (as defined below) you are authorized to use and wish to use from time to time.

(b) In consideration for access to the Service, you shall pay Chordal the fees described when you register for your Account (“Service Fees”). Your initial subscription term starts on the date that the Service Fees due have been paid in full, and you will be responsible for all monthly charges required to maintain your Account. All Service Fees will be determined by us in our sole discretion, and are not refundable. We shall also have the right to charge to your account any applicable taxes, and other charges and fees incurred in order to access your Account. We may decide to change the Service Fees due in connection with Account access, but we will give you advance notice of such changes giving you the option to cancel your Account prior to such increased fees going into effect. We reserve the right to suspend or cancel your Account if you fail to pay the associated Service Fees.

(c) Subject at all times to these Terms, you will have the ability to (i) browse through the selection of sound recordings and musical compositions embodied therein (collectively, “Tracks”) which may be available for licensing through the Service by the individuals or entities who own and/or control the rights in and to such Tracks (“Rights Holders”) and (ii) where authorized by Rights Holders, listen to preview streams and access watermarked downloads of Tracks. When you have selected a Track you are interested in licensing for an audiovisual or other production (each, a “Production”), you will be prompted to submit a Quote Request Form (as defined below). Each “Quote Request Form” will ask you to provide information regarding your requested licensing terms, including, without limitation: (A) your Production type (e.g., motion pictures, television programs, commercial advertisements, promotions, documentaries, soundtracks, interactive media and software and video games), (B) distributed media (with the default being “all media”), (C) production budget, (D) required territory, (E) term of years, and (F) any other information we require to generate a license quote (each, a “Quote”). Each Quote will include the relevant terms of a proposed license, including, without limitation, the requisite license fee. All Quotes shall be valid for a period of up to ninety (90) days. If you do not confirm use and request a license with respect to a particular Quote within such ninety (90) day period, then you must submit an additional Quote Request Form.

(d) At such time you confirm your use of a Track pursuant to a Quote, you and the applicable Rights Holder shall be solely responsible for negotiating and entering into a long form license agreement (each, “License Agreement”), and such Rights Holder shall invoice you directly in connection with all applicable license fees in accordance with the terms of the License Agreement. Furthermore, you acknowledge that Chordal shall have no responsibility or liability in connection with any License Agreements to which you are a party.

3. Access to Content; Ownership; Feedback.

(a) By using the Service you may have access to and/or the ability to search for and stream or download certain content owned or controlled by third parties (including, without limitation, Rights Holders), including, without limitation, sound recordings, musical compositions embodied within such sound recordings, videos, album artwork, artist images, photographs, metadata and other materials (collectively, “Digital Content”). Except with respect to rights you may acquire subject to a fully-executed License Agreement, the Service (including, without limitation, any Digital Content) is provided only for your own personal, non-commercial use. You agree that the Digital Content is specifically provided by Chordal or its third party partners (including, without limitation, Rights Holders) solely for your use in accordance with these Terms and that such Digital Content is protected by any and all Intellectual Property Rights (as defined below) of Chordal or its third party partners. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Tracks and/or Digital Content accessed through the Service. You shall not sell, license, rent, or otherwise use or exploit any Tracks and/or Digital Content for commercial use except as specifically described in these Terms or as otherwise provided in a fully-executed License Agreement. For purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter exist.

(b) As between you and us, we retain all right, title and interest in and to the Service, and all related Intellectual Property Rights. All rights in and to the Service not expressly granted herein are reserved. All trademarks, logos and service marks (“Marks”) displayed on the Service are either our property, or the property of third parties. You are not permitted to use these Marks without our prior written consent, or the consent of such third party owner of the Mark(s). All rights in and to the Tracks and Digital Content not expressly granted herein are reserved by either us or our third party partners, as applicable, and our third party partners retain all right, title and interest in and to their Tracks and Digital Content, and all related Intellectual Property Rights. You may have the opportunity to submit data, text, files, information, images, graphics, photos, profiles, audio and video clips, sounds, applications, links and other content or materials (collectively, "User Content") on the Service. By uploading, submitting or displaying User Content on any part of the Service, you automatically grant, and you represent and warrant that you have the right to grant, to us an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), transmit, and distribute such User Content for any purpose on or in connection with the Service.

(c) To the extent you provide us with any feedback, suggestions or other content regarding the Service, including, but not limited to, reviews and comments made, submitted, or posted by you through the Service (“Feedback”), you hereby assign to us all rights in the Feedback and agree that we shall have the right to use such Feedback and related information in any manner we deem appropriate. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You shall not submit to us any information or ideas that you consider to be confidential or proprietary.

4. Acceptable Use.

By accepting the Terms and using the Service, you agree not to:

(a) provide any false information;

(b) provide any false or misleading information to Chordal, any Rights Holder or any other user;

(c) engage in fraudulent activity of any kind;

(d) stalk, harass or harm another individual, or collect or store personal data about other users or impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;

(e) advocate, communicate, publish or share information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, unlawfully pornographic or indecent, contain extreme acts of violence or terrorist activity, or otherwise objectionable content that may be deemed to constitute “hate speech”;

(f) share information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships;

(g) make any use of the Tracks, Digital Content, Marks or User Content that would infringe the Intellectual Property Rights therein;

(h) create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or other third party, or any other loss or damage to any person or property;

(i) violate any local, state, national or international law, or share any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);

(j) rent, transfer, assign, resell or sublicense access to the Services to any third-party;

(k) combine or integrate the Service with hardware, software or other technology or materials not provided by us;

(l) modify or create any derivative product based on the Service;

(m) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any component of the Service is compiled or interpreted, and nothing in these Terms should be interpreted as granting you any right to obtain or use source code;

(n) copy, reproduce, distribute, republish, download, display, post, or transmit the Service or any content made available to you in connection with which you are not authorized to copy, reproduce, distribute, republish, download, display, post, or transmit, in any form or by any means; or

(o) interfere with or disrupt the Service or servers or networks connected to the Services, disobey any requirements, procedures, policies or regulations of networks connected to the Service, or use any high volume, automated, or electronic means to access the Service (including, without limitation, robots, spiders or scripts).

5. Privacy.

For information regarding our collection and use of information you provide to us, please refer to the Service’ privacy policy (“Privacy Policy”), located here: Privacy Policy, which shall supplement and be incorporated into these Terms by reference. By entering into these Terms, you agree to our collection, use and disclosure of your personal information in accordance with our Privacy Policy.

6. Modifications.

We may change these Terms from time to time, and expect to do so as we evolve and expand the Service. Any such changes will become effective immediately upon your consent thereto. Continuing use of the Service after changes to the Terms have been posted shall be deemed consent to the changes. If you object to any such changes, your sole recourse will be to cease using the Service. Continued use of the Service following posting of any such changes will indicate your acknowledgement of such changes and your agreement to be bound by the revised Terms, inclusive of such changes. From time to time, we may make new features or services available on the Service. Any new services or features will be deemed part of the Service hereunder, and shall be subject to these Terms and any additional terms and conditions for such services.

7. Hold Harmless and Limited Liability.

(a) You agree to use the Service at your own sole risk, and agree to indemnify and hold harmless Chordal, its third party partners and its licensors (including, without limitation, Rights Holders) and/or any of our or their respective successors and assigns from any and all liability, harm, damages, costs (including attorneys’ fees and legal and court costs), expenses, allegations, claims and legal action of any kind at any time or of any sort that may arise from your use of the Service and/or any violation of these Terms or of applicable law. Your agreement to these Terms shall permanently and wholly bar you from any legal action of any sort towards Chordal for the use of the Service or any resultant effects of any sort, shape, kind or type, including any statutory and/or tort actions, specifically inclusive of any legal, action of any type, kind, or sort.

(b) THE SERVICE AND ALL INFORMATION, TRACKS, DIGITAL CONTENT AND MATERIALS PROVIDED VIA THE SERVICE ARE PROVIDED "AS IS". WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE FITNESS FOR A PARTICULAR USE OR PURPOSE, OR ANY OTHER WARRANTY, CONDITION, GUARANTY, OR REPRESENTATION, INCLUDING BUT NOT LIMITED TO THE ACCURACY, TIMELINESS OR USEFULNESS OF ANY INFORMATION OR MATERIALS PROVIDED VIA THE SERVICE. WE CANNOT GUARANTEE THAT ACCESS TO OR USE OF THE SERVICE WILL BE CONTINUOUS, UNINTERRUPTED, ERROR-FREE OR SECURE. WE EXPRESSLY DISCLAIM ALL WARRANTIES TO THE FULLEST EXTENT OF THE LAW.

(c) NEITHER CHORDAL NOR ANY OF OUR MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, REPRESENTATIVES, AGENTS, PREDECESSORS, SUCCESSORS, LICENSORS OR ASSIGNS SHALL BE RESPONSIBLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES INCURRED IN CONNECTION WITH USE OF, OR INABILITY TO USE, THE SERVICE OR ANY OF THE INFORMATION OR MATERIALS PROVIDED ON THE SERVICE, OR ANY DAMAGE OR LOSS, INTERRUPTIONS, ERRORS, DEFECTS, OR DELAYS IN PERFORMANCE, REGARDLESS OF THE CLAIM AS TO THE NATURE OF THE CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. OUR AGGREGATE LIABILITY, AND THE AGGREGATE LIABILITY OF THE RIGHTS HOLDERS AND OUR OTHER LICENSORS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO $100. THE FOREGOING IS APPLICABLE TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.

8. Copyright Claims.

We respect the intellectual property rights of others. If you believe that any content on our Service infringes upon your copyright or the copyright of someone you represent, please send an e-mail or other written notice to our Designated Copyright Agent using the contact information provided below (each, a “Notice”). All Notices should meet the requirements of the Digital Millennium Copyright Act (DMCA) 17 U.S.C. § 512(c)(3) (“DMCA”) and include the following information:

(a) an electronic or physical signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;

(b) identification of the copyrighted work claimed to have been infringed;

(c) a description of where the material that you claim is infringing is located on the Service, and information reasonably sufficient to permit us to locate the material;

(d) your address, telephone number, and e-mail address;

(e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

(f) a statement by you, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Our designated Copyright Agent for notice of claims of copyright infringement is:

Copyright Compliance Department
Curator Ventures LLC DBA Chordal
5624 Vineland Ave
North Hollywood, CA 91601
Email: copyrights@chordal.com