MusiTrust Terms of Use

1. Introduction

Welcome to MusiTrust. These Terms of Use ("Terms") govern your access to and use of MusiTrust's websites, mobile applications, and services (collectively, the "Service"). MusiTrust provides a platform for musicians, songwriters, and music industry professionals to protect, manage, and monetize their musical works.

Please read these Terms carefully, as they constitute a legally binding agreement between you and MusiTrust, Inc. ("MusiTrust," "we," "us," or "our"). By accessing or using the Service, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use the Service.

2. Definitions

2.1. "Content" refers to text, graphics, images, music, software, audio, video, information or other materials.

2.2. "User Content" means any Content that users submit, post, or transmit to, through or in connection with the Service.

2.3. "MusiTrust Content" means any Content that we make available through the Service, including any Content licensed from a third party, but excluding User Content.

2.4. "Collective Content" means, collectively, User Content and MusiTrust Content.

3. Eligibility

3.1. Age Requirement: You must be at least 13 years old to use the Service. If you are under 18 years old, you must have your parent or legal guardian's permission to use the Service and agree to these Terms. By using the Service, you represent and warrant that you meet all eligibility requirements.

3.2. Authority to Enter Agreement: If you are using the Service on behalf of a company, organization, or other entity, you represent and warrant that you have the authority to bind that organization to these Terms and you agree to be bound by these Terms on behalf of that organization.

4. Account Registration and Security

4.1. Registration: To access certain features of the Service, you may be required to register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

4.2. Account Security: You are responsible for safeguarding your account credentials and for any activities or actions under your account. You agree to notify us immediately of any unauthorized use of your account.

4.3. One Person, One Account: You may not create or use more than one account without our express permission. We reserve the right to terminate all multiple accounts that we determine are held by the same individual.

5. User Content

5.1. Ownership: You retain all ownership rights in your User Content. By submitting User Content to the Service, you hereby grant MusiTrust a worldwide, non-exclusive, royalty-free, sub-licensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, publish, adapt, make available online or electronically transmit, and perform the User Content in connection with the operation of the Service and MusiTrust's business.

5.2. Representations and Warranties: You represent and warrant that: (i) you own the User Content or have the right to grant the rights and licenses set forth in these Terms; (ii) the posting and use of your User Content on or through the Service does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iii) you agree to pay for all royalties, fees, and any other monies owed by reason of User Content you post on or through the Service; and (iv) you have the legal right and capacity to enter into these Terms in your jurisdiction.

5.3. Prohibited Content: You agree not to post User Content that:

Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or fraudulent;
Would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party, or otherwise create liability or violate any local, state, national, or international law;
May infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party;
Impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
Contains any unsolicited promotions, political campaigning, advertising, or solicitations;
Contains any private or personal information of a third party without such third party's consent;
Contains any viruses, corrupted data, or other harmful, disruptive, or destructive files or content; or
Is, in our sole judgment, objectionable or that restricts or inhibits any other person from using or enjoying the Service, or that may expose MusiTrust or others to any harm or liability of any type.

5.4. Content Removal: We reserve the right, but are not obligated, to reject and/or remove any User Content that we believe, in our sole discretion, violates these Terms or is otherwise objectionable.

6. Intellectual Property Rights

6.1. MusiTrust Content: Unless otherwise indicated, the Service and all content and other materials therein, including, without limitation, the MusiTrust logo and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, "MusiTrust Content") are the proprietary property of MusiTrust or our licensors and are protected by U.S. and international intellectual property laws.

6.2. Limited License: Subject to your compliance with these Terms, MusiTrust grants you a limited, non-exclusive, non-transferable license to access and view the MusiTrust Content solely in connection with your permitted use of the Service.

6.3. Restrictions: You may not: (i) reproduce, modify, adapt, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Service or MusiTrust Content, except as expressly permitted in these Terms; (ii) decompile, reverse engineer or disassemble the Service or MusiTrust Content; (iii) frame or utilize framing techniques to enclose any trademark, logo, or other MusiTrust Content; (iv) use any meta tags or other hidden text or metadata utilizing a MusiTrust name, trademark, URL or product name; (v) use any MusiTrust Content or materials in a manner that suggests an association with any of our products, services or brands; or (vi) access the Service or MusiTrust Content through automated or non-human means, whether through a bot, script or otherwise.

6.4. Feedback: Any feedback, comments, or suggestions you may provide regarding MusiTrust or the Service is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.

7. Copyright Protection and DMCA Policy

7.1. DMCA Compliance: MusiTrust complies with the provisions of the Digital Millennium Copyright Act (DMCA) applicable to Internet service providers. If you have a copyright-related complaint about material posted on the Service, you may contact our Designated DMCA Agent at the following address:

Madan & Saigal, LLC
633 3rd Avenue, Suite 19F
New York, NY - USA 10017
info@ilawus.com

7.2. DMCA Notifications: Any notification of claimed copyright infringement must include the following information:

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
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, with enough detail that we may find it;
Your address, telephone number, and email address;
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
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

7.3. Counter-Notifications: If you believe that your User Content that was removed is not infringing, or that you have the authorization to post and use that content from the copyright owner, the copyright owner's agent, or pursuant to law, you may send a counter-notice containing the following information to our Designated DMCA Agent:

Your physical or electronic signature;
Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court in [Insert Jurisdiction], and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

7.4. Repeat Infringers: MusiTrust will terminate the accounts of repeat infringers.

8. Acceptable Use Policy

8.1. Prohibited Activities: You agree not to engage in any of the following prohibited activities:

Copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated "scraping";
Using any automated system, including without limitation "robots," "spiders," "offline readers," etc., to access the Service;
Transmitting spam, chain letters, or other unsolicited email;
Attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service;
Taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;
Uploading invalid data, viruses, worms, or other software agents through the Service;
Collecting or harvesting any personally identifiable information, including account names, from the Service;
Using the Service for any commercial solicitation purposes;
Impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
Interfering with the proper working of the Service;
Accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or
Bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein.

8.2. Enforcement: We reserve the right (but have no obligation) to investigate and/or take appropriate action against you in our sole discretion if you violate this Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person.

9. Third-Party Services and Content

9.1. Third-Party Services: The Service may contain links to third-party websites or resources. You acknowledge and agree that MusiTrust is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by MusiTrust of such websites or resources or the content, products, or services available from such websites or resources.

9.2. Third-Party Content: Through the Service, you will have the ability to access and/or use content provided by third parties. MusiTrust cannot guarantee that such third-party content will be free of material you may find objectionable or otherwise. MusiTrust disclaims any responsibility or liability related to your access or use of any third-party content.

10. Privacy and Security

Your use of the Service is subject to MusiTrust's Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy, which explains how we collect, use, and share information about you when you access or use the Service.

11. Termination

11.1. Termination by MusiTrust: We may terminate or suspend your access to and use of the Service, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at support@unmute.us.

11.2. Effect of Termination: Upon any termination, discontinuation or cancellation of the Service or your Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.

12. Disclaimer of Warranties

THE SERVICE, INCLUDING, WITHOUT LIMITATION, MUSITRUST CONTENT, IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER MUSITRUST NOR ANY OF THEIR EMPLOYEES, MANAGERS, OFFICERS OR AGENTS (COLLECTIVELY, THE "MUSITRUST PARTIES") MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SERVICE; (B) THE MUSITRUST CONTENT; (C) USER CONTENT; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO MUSITRUST OR VIA THE SERVICE. IN ADDITION, THE MUSITRUST PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.

13. Limitation of Liability

IN NO EVENT SHALL THE MUSITRUST PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE; (III) ANY CONTENT OBTAINED FROM THE SERVICE; AND (IV) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE MUSITRUST PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

14. Indemnification

You agree to defend, indemnify and hold harmless the MusiTrust Parties from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service; (ii) your violation of any term of these Terms; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your User Content caused damage to a third party. This defense and indemnification obligation will survive these Terms and your use of the Service.

15. Governing Law and Jurisdiction

These Terms shall be governed and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.

16. Dispute Resolution

16.1. Informal Resolution: In the event of any controversy or claim arising out of or relating to these Terms, the parties shall first attempt to resolve the matter informally. Either party must first send to the other party a written notice of dispute, which shall include a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the dispute, and the relief requested. You must send any such notice of dispute to MusiTrust at: legal@musitrust.com. MusiTrust will send any notice of dispute to you at the contact information we have for you.

16.2. Binding Arbitration: If the parties do not reach an agreed upon solution within a period of 30 days from the time informal dispute resolution is pursued pursuant to section 16.1 above, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including their formation, performance and breach), the parties' relationship with each other and/or your use of the Service shall be finally settled by binding arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules and the supplementary procedures for consumer related disputes of the American Arbitration Association (the "AAA"), excluding any rules or procedures governing or permitting class actions.

16.3. Arbitration Procedures: The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to any claim that all or any part of these Terms are void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be written, and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

16.4. Class Action Waiver: The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND MUSITRUST AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

16.5. Exceptions: Notwithstanding the parties' agreement to resolve all disputes through arbitration, either party may pursue a claim in state or federal court for injunctive relief as necessary to stop unauthorized use or abuse of the Service, or intellectual property infringement or misappropriation without first engaging in arbitration or the informal dispute-resolution process described above.

17. Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.

18. Entire Agreement

These Terms constitute the entire agreement between you and MusiTrust regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.

19. Contact Information

If you have any questions about these Terms, please contact us at:

MusiTrust, Inc.
2815 Forbs Ave, Hoffman Estates, IL, USA
Email: legal@musitrust.com

20. Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

21. Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

22. Assignment

You may not assign, sublicense or otherwise transfer any of your rights under these Terms without MusiTrust's prior written consent. MusiTrust may assign its rights and obligations under these Terms without your consent to a subsidiary or in connection with an acquisition, sale or merger.

23. Force Majeure

MusiTrust shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

24. No Agency

No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind MusiTrust in any respect whatsoever.

25. Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by MusiTrust: (i) via email (in each case to the address that you provide); or (ii) by posting to the Service. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

26. Export Control

You may not use, export, import, or transfer the Service except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Service, and any other applicable laws. In particular, but without limitation, the Service may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List.

27. Consumer Rights Notice

In some countries, you may have legal rights as a consumer. In such cases, where these Terms conflict with your statutory consumer rights under your local law, your statutory consumer rights will prevail.

By using the Service, you acknowledge that you have read these Terms of Use, understood them, and agree to be bound by them. If you do not agree to these Terms of Use, you are not authorized to use the Service. We reserve the right to change these Terms of Use at any time, so please review them frequently.

Thank you for using MusiTrust!