Terms of Use

Terms of Use

Please read these Terms of Use ("Agreement" or "Terms of Use") carefully before using the services offered by cr8s ("cr8s," "Company," "we," "us," or "our"). This agreement sets forth the legally binding terms and conditions for your use of the Website at cr8s.com (the "Site") and the service owned and operated by Company, including any mobile software applications offered or published by Company (collectively with the Site, the "Service"). By using the Site or Service in any manner, including but not limited to visiting or browsing the Site or uploading content onto the Site, you agree to be bound by these Terms of Use. These Terms of Use apply to all users of the Site or Service, including users who are also contributors of content, information, and other materials or services on the Site.

Acceptance of Terms

The Service is offered subject to acceptance without modification of all of the terms and conditions contained herein (the "Terms of Use"), which Terms of Use also incorporate all other operating rules, policies and procedures that may be published from time to time on the Site by Company, each of which is incorporated by reference into these Terms of Use and each of which may be updated by Company from time to time without prior notice to you. In addition, some services offered through the Service may be subject to additional terms and conditions promulgated by Company from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.

The Service is intended for use only by individuals who are at least 18 years old and for their personal use only. You represent and warrant that if you are an individual, then you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. Company may, in its sole discretion, refuse to offer the Service to any person and change its eligibility criteria at any time.

Modification of Terms of Use

Company reserves the right, at its sole discretion, to modify or replace any of the terms in these Terms of Use, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you an e-mail. Company may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to these Terms of Use constitutes acceptance of those changes. Notwithstanding the preceding sentences of this section, no modifications to these Terms of Use will apply to any dispute between you and Company that arose prior to the date of such modification.

Privacy

Your privacy is important to us. Please review our Privacy Policy here. It describes how we collect, use, and share information when you use the Site and Services that link to this Privacy Policy.

Rules and Conduct

As a condition of use, you promise not to use the Service for any purpose that is prohibited by these Terms of Use. The Service (including, without limitation, any Content) is provided only for your own personal, non-commercial use. You are responsible for all of your activity in connection with the Service. The term "Content" includes, without limitation, sound recordings and the musical works embodied within sound recordings and associated album artwork (collectively, "Music"), written forum comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by Company or its partners on or through the Service.

Registration

You may browse the Site without registering, but as a condition to using certain aspects of the Service (including browsing through albums of music on cr8s), you will be required to register with Company and select a password and user ID ("User ID"). You shall provide Company with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of these Terms of Use, which may result in immediate termination of your account. You shall not (i) select or use as a User ID or domain a name of another person with the intent to impersonate that person; (ii) use as a User ID or domain a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a User ID or domain a name that is otherwise offensive, vulgar or obscene. Company reserves the right to refuse registration of, or cancel a User ID and domain in its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your Company password. You shall never use another user's account without such other user's express permission. You will immediately notify Company in writing of any unauthorized use of your account, or other account related security breach of which you are aware.

Fees and Payments—General

cr8s enables individuals to stream Music and purchase Music made available via permanent digital download ("Digital Content"). cr8s reserves the right at any time to limit streaming on its Service to previews or to make streaming subject to the purchase of a download. Each purchase is a "Transaction." Transactions may be made via Stripe or PayPal. Transactions are subject to Stripe's terms and conditions (https://stripe.com/legal/ssa) and PayPal's terms and conditions (https://www.paypal.com/us/legalhub/paypal/useragreement-full). If you wish to carry out a Transaction, read such terms and conditions carefully.

Tokens/Credits

From time to time, as a promotional activity and/or for research purposes, we may give users access to a fixed number of credits (referred to as "Tokens") to redeem for Digital Content. Unless otherwise indicated through the Service, previewing Music or organizing Music into your personal collection generally does not require a Credit. We reserve the right to disable any Tokens in our sole discretion. Tokens may only be used pursuant to the specific terms that we establish, are not valid for cash, and may expire prior to your use. We may withhold or deduct Tokens or other features or benefits obtained through the use of Tokens by you if we determine or believe that the use or redemption of a Token was in error, fraudulent, illegal, or in violation of the terms herein.

Additional Payment Terms

All sales of Digital Content are final (except where prohibited by law), unless otherwise determined by cr8s. If you do not receive the Digital Content or otherwise have an issue with the Digital Content delivered, please contact cr8s.

Your total price for each Transaction will include the price of the product plus any applicable tax. If a Transaction is subject to any type of sales tax, value added tax, goods and services tax, or similar indirect tax (collectively, "Sales Tax"), then you agree that we may charge you for those Sales Taxes and that you will pay all the fees and Sales Taxes you incur as applicable.

If we are required by law to deny access through the Service to previously purchased Digital Content including by removing access from a user's personal collection, Company will not provide the user who purchased that Digital Content with a refund, except as required by applicable law. Users bear all risk from the denial of access to any Digital Content purchased through the Service.

Because there is a possibility that we may be required to deny you access to previously purchased Digital Content, we encourage you to promptly download any Digital Content you purchase through the Site to your own devices so that you will retain control and possession of such Digital Content even if we are required to remove the Digital Content from the Service.

You warrant that if you enter into a Transaction, then you shall be able to make full and immediate payment for the requested products or services.

Future Fee Changes

In addition to the fees set forth above, Company reserves the right to require payment of fees for certain additional features of the Service. Should you elect to use such features, you shall pay all applicable fees, as described on the Site in connection with such features.

Company reserves the right to change its price list and to institute new charges at any time, upon ten (10) days prior notice to you, which may be sent by e-mail or posted on the Site. Use of the Service by you following such notification constitutes your acceptance of any new or increased charges.

Third Party Sites

The Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under Company's control, and you acknowledge that Company is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Company or any association with its operators. You further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.

Content and License (Personal / Non-Commercial Only)

You agree that the Service contains Content specifically provided by Company or its partners and that such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Service.

Company grants each user of the Site and/or Service a worldwide, non-exclusive, non-sublicensable and non-transferable license to use and reproduce the Content, solely for personal, non-commercial use. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from Company, or from the copyright holder identified in such Content's copyright notice. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right. Company's delivery of the Content to you does not transfer any commercial or promotional use rights to you and does not constitute a grant or waiver of any rights of the copyright owners.

Intellectual Property / DMCA

You may find our Intellectual Property / DMCA Policy here.

Downloads

You may be limited in the amount of Digital Content you may download, and some downloaded Digital Content may expire after a given amount of time after downloaded or first played. Certain Music may not be available for download at all.

You may be able to redownload previously acquired Digital Content ("Redownload") to your devices that are signed in with the same cr8s account ("Associated Devices"). Content may not be available for Redownload if that Content is no longer offered on our Services.

Music also may be removed from our Services at any time (for instance, due to a rights dispute), after which it cannot be downloaded, redownloaded, or otherwise accessed from Company.

Termination

Company may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your account including, without limitation, any access to any Digital Content you may have purchased through the Service. If you wish to terminate your account, then you may do so by following the instructions on the Site. Any fees paid hereunder are non-refundable. All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Warranty Disclaimer

Company has no special relationship with or fiduciary duty to you. You acknowledge that Company has no control over, and no duty to take any action regarding: which users gain access to the Site; what Content you access via the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Company from all liability for you having acquired or not acquired Content through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Company makes no representations concerning any Content contained in or accessed through the Site, and Company will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service.

Company does not endorse and has no control over any user submission. Company cannot guarantee the authenticity of any data which users may provide about themselves. You acknowledge that all Content accessed by you using the Service is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.

The Service is provided "as is" and "as available" and is without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed. Company, and its directors, employees, agents, suppliers, partners and content providers do not warrant that: (a) the service will be secure or available at any particular time or location; (b) any defects or errors will be corrected; (c) any content or software available at or through the service is free of viruses or other harmful components; or (d) the results of using the service will meet your requirements. Your use of the service is solely at your own risk.

Some states do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you.

Electronic Communications Privacy Act Notice (18 U.S.C. §§ 2701-2711): Company makes no guaranty of confidentiality or privacy of any communication or information transmitted on the Site or any website linked to the Site. Company will not be liable for the privacy of e-mail addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Company's equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.

Indemnification

You shall defend, indemnify, and hold harmless Company and its affiliates, authorized sublicensees and distributors, and each of their employees, contractors, directors, suppliers and representatives, from any and all liabilities, claims, and expenses, including reasonable attorneys' fees and court costs, that arise from or relate to your use or misuse of, or access to, the Site, Service, Content or otherwise from your user submissions, violation of these Terms of Use, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity, and for breach of any of your representations and warranties in these Terms of Use. For the avoidance of doubt, you hereby agree to defend, indemnify, and hold harmless Company from any and all claims by a third party owning, controlling or claiming any right in or to your Music, including claims for performance royalties, synchronization royalties, mechanical royalties, and use or re-use fees (save for claims by collecting societies or authorized publishing entities in circumstances where you have accurately provided songwriter affiliation information to Company in advance of sale). Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Company in asserting any available defenses at your sole expense.

Limitation of Liability

In no event shall Company, nor its directors, employees, agents, partners, suppliers or content providers, be liable under contract, tort, strict liability, negligence or any other legal or equitable theory with respect to the Service (i) for any lost profits, data loss, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever (however arising), (ii) for any bugs, viruses, trojan horses, or the like (regardless of the source of origination), or (iii) for any direct damages in excess of (in the aggregate) one-hundred U.S. dollars ($100.00). Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations and exclusions may not apply to you.

Dispute Resolution

A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Company agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

These Terms of Use shall be governed by and construed in accordance with the laws of the State of Michigan, excluding its conflicts of law rules, and the United States of America. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Detroit, Michigan, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in Detroit, Michigan. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including without limitation, this section.

Integration and Severability

These Terms of Use are the entire agreement between you and Company with respect to the Service and use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Company with respect to the Site. If any provision of these Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Miscellaneous

Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company's reasonable control. These Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with Company's prior written consent. Company may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under these Terms of Use, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under these Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. The captions and headings in this Agreement are intended only for convenience, and will in no event be construed to define, limit or describe the scope or intent of this Agreement, or of any provision of this Agreement, nor in any way affect the interpretation of this Agreement.

Contact

You may contact Company by directing inquiries to: inquiries@cr8s.com.