terms of use

These Terms and You

These Terms are between you, as someone who accesses the Service (“You” or “User”) and Hook Media, Inc, 200 Riverside Blvd. Apt 21B New York, NY 10069. Your use of the Service, and access to the Content is conditioned upon your acceptance without modification of these Terms and subject to your acceptance of the Hook Privacy Policy (the “Privacy Policy.”) and the Hook Community Guidelines. The Privacy Policy and the Community Guidelines are deemed part of these the Terms and are incorporated by reference.

IF YOU DO NOT AGREE TO THE TERMS, THEN DO NOT ACCESS THE SERVICE.

Modification of The Terms

Hook may, at its sole discretion, modify these Terms at any time without incurring any liability to you. If we do, we will bring it to your attention by placing a notice on the Service. If you don’t agree with the revised Terms, please do not access the Service. If you access the Service in any way after a change to the Terms is effective, that means you agree to all the revisions made by Hook to the Terms.

The Service – A Description

The Service is a Remix creation, rights management, Remix distribution platform that is designed to showcase and enhance User creativity while also facilitating ways for third-party owners of Content available on the Service to have control over the use and distribution of their Content.

As part of the Service, the registered User can access a creator interface provided by Hook (“Creator Interface”) that provides features and settings by which the User can:

1. Browse a library of sound recordings and the underlying compositions embodied in the sound recordings (the “Songs”); and

2. Isolate up to sixty (60) seconds of the Song (a “Clip”); and

3. Apply pre-set audio parameters intended to create specific predetermined audio effects and editing effects (collectively, the “Creation Filters”) that when applied to a Clip will create a new version of the Song (the resulting creation, a “Remix(es)”); and

4. Create and upload User generated images, video, and/or descriptive words to accompany the Remix (the “Your Materials”); and

5. Associate and synchronize Your Materials in timed relation to the Remix; and

6. Share, browse, search, and view their own and other Remixes (with or without Your Materials) within the Creator Interface; and

7. Share the Remixes on approved third party social media platforms.

Account Registration

The Service is only available to registered Users. To register with the Service, you will need to create a registered Hook account by providing your name, date of birth, selecting a username, providing an email, selecting a password, and agreeing to these Terms. Your username and password are for your personal use only and should be kept confidential.

You may not select as your username a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.

You understand that you are responsible for all use (including any unauthorized use) of your username and password, including all activities that occur under your account. Please contact Customer Service via email: support@hookmusic.com immediately if your username or password is lost or stolen, or if you believe there has been unauthorized access to your account.

By accessing the Service, you warrant that the registration information that you submit to Hook is and will at all times be true, accurate and complete.

You further acknowledge that: (i) Hook may require you to change your registration information for any reason and (ii) if Hook disables access to your account, you may be prevented from accessing the Services, your account details, or any files or other content that is contained in your account.

The email address and any other information you chose to provide about yourself will be treated in accordance with our Privacy Policy.

Communications

By using the Service or providing personal information to us, you agree to receive communications from us, including via e-mail. Communications from us may include but are not limited to operational communications concerning your account or the use of the Service, updates concerning new and existing features on the Service, communications concerning promotions run by us or our third-party partners, and news concerning the Hook and industry developments.

IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF.

Age and Eligibility Requirements

Access to the Service is restricted to individuals who are at least 18 years old - which in most jurisdictions is the age which an individual may legally enter into a binding agreement

If you are under the age of 18, but at least 13 years of age, you hereby represent and warrant that your parent or legal guardian has read these Terms and accepts them on your behalf. Parents and legal guardians are responsible for the acts of their minor children when using the Services, whether or not the parent or guardian has authorized such acts.

The Service is not intended for children under the age of 13.

By accessing the Service, you represent that:

1. You meet the eligibility requirements stated above, and

2. You are acting in your in your right and capacity; or

3. You have the full authority on behalf of the User to legally bind the User to the Terms and to agree to these Terms on behalf of the User.

The Service and You

The Service is exclusively owned by Hook Media, Inc. Subject to these Terms Hook grants the User the following:

1. General License to Service Hook grants you a personal, limited, nontransferable, non-sublicensable, revocable license to access and use the Service for your personal, informational and non-commercial purposes. For additional terms and conditions regarding the license to the App, please see the Section titled “Rights and Terms for App” below.

2. Content Specific License and Parameters Through the features made available on the Service via the Creator Interface, you may access Songs to create Remixes. Hook grants you the following personal, limited, non-transferable, non-sublicensable, revocable license and right:

   • To select a Clip from the Songs solely through the Creator Interface; and

   • To modify, remix or alter the Clip to create Remix for personal and non-commercial purposes, solely via the features made available on the Creator Interface; and

   • To synchronize the Remix in timed relation with available artwork or Your Materials; and

   • To reproduce, transmit, publicly perform, or display, communicate, and make available to the public the Remix, within the Service platform and/or on approved Third Party Services via the Creator Interface in each case, subject to the terms and conditions of the (i) the applicable Third-Party Service and (ii) any additional terms and conditions communicated to you via the Services.

   • For additional information about the allocation of rights of the Songs and Remixes between Hook and its licensors, on one hand and you, on the other hand, please see the Section titled “Your Rights to the Songs and Remixes” below.

3. Hook Branding All Hook trademarks, service marks, trade names, logos, domain names, and any other features of the Hook brand are protected by applicable intellectual property laws and are the sole property of Hook or our licensors (collectively the “Hook Branding”). Nothing in these Terms shall be construed to give the User any right, title, or interest in the Hook Branding whether for commercial or non-commercial use.

4. Hook Property In addition to the Hook Branding, you acknowledge that Hook or its licensors, retain all right, title, and interest throughout the World and in perpetuity, to all intellectual property rights in the Service and Content. Nothing in these Terms shall be construed to give the User any right, title, or interest in the Service or Content whether for commercial or non-commercial use.

Prohibited Uses of The Service

You acknowledge that you are expressly prohibited from directly or indirectly (including by permitting or encouraging a third party):

1. Using scraping or other techniques to repurpose, download, distribute, republish, or remove any Content from the Service, other than software provided by Hook expressly for re-distribution purposes.

2. Use any techniques or services to misrepresent the popularity of your Remixes on the Service, or to misrepresent your activity on the Service, including by the use of bots, botnets, scripts, viruses, worms, computer code, files, programs, or other automated processes.

3. Altering, obscuring, or removing, or attempting to do the same, any trademark, copyright (including copyright management information), metadata or other proprietary or legal notices contained in, or appearing on the Service or any Content appearing on the Service (other than in Your Materials).

4. Forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information

5. Using, displaying, mirroring or framing the Services or any individual element within the Services, Hook’s name, any Hook Branding or other proprietary information, or the layout and design of any page or form contained on a page, without Hook’s express written consent.

6. Copying or adapting the object code of the Service, or attempting to reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Service.

7. Circumventing or attempting to circumvent or copy any digital rights management or copy protection mechanism or accessing any rights management information pertaining to Content other than Your Materials, except to the extent permitted by applicable law.

8. Sending any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation.

9. Using the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms.

10. Using or attempting to use another person's account, password, or other information, unless you have express permission from that other person.

11. Collecting or attempting to collect personal data, or any other kind of information about other Users, including through spidering or any form of scraping.

12. Attempting to gain unauthorized access to or tampering with the Service or any part of it, other accounts, computer systems or networks connected to the Service or any part of such accounts, systems, or networks, through hacking, password mining or any other means or interfere or attempt to interfere or disrupt the Service (including sending a virus, overloading, flooding, spamming, or mail-bombing the Services).

13. Downloading or copying the Service or Content (other than as specifically permitted in these Terms).

14. Violating any applicable law or regulation.

15. Uploading user generated content that is in violation of Hook’s Community Guidelines

Hook is not obligated to monitor access to or use of the Services. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. If you use the Service in a manner that exceeds the scope of this license or in Hook’s sole determination, breaches these Terms or otherwise jeopardizes Hook or its licensors rights in any way in Hook’s sole determination, Hook may suspend or otherwise revoke the license granted to you and prevent you from accessing the Service. Hook has the right to investigate violations of these Terms or conduct that affects the Services. Hook may also consult and cooperate with law enforcement authorities or other applicable licensors to prosecute users who violate the law.

Your Rights to the Songs and Remixes

Your access to the Songs and creation of Remixes on the Service is subject to the following binding terms and conditions:

1. You agree that all Remixes, from the inception of creation shall remain the sole property of Hook or as applicable, its licensors, assignees or designees throughout the World, free of any claim whatsoever by you or any other third party other than the true owners of the sound recording and underlying composition embodied in the sound recording. Hook, its assignees and designees shall have the exclusive right to copyright each Remix in the name of its owner and author thereof and to secure any and all renewals and extension throughout the World.

2. You hereby irrevocably assign (and agree to assign) all right title and interest in the Remix, including all copyrights therein immediately upon creation of the Remix.

3. To the extent that any third party you engaged or otherwise collaborated with in connection with the creation of the Remix has any right, title or interest in or to any such Remix (or any component thereof), you agree to: (a) cause each of such third parties to execute any documents or take any other actions as Hook may request to irrevocably waive such rights and perfect Hook’s ownership interest in and to any Remix and at Hook’s request, consent to and join in any action to enforce such rights.

4. In the event you fail to execute any documents or instruments necessary to conclude the foregoing transfer, then you hereby irrevocably grant to Hook the power to do so on your behalf. Hook shall use reasonable efforts to provide you with copies of any such documents mentioned in the preceding sentence.

5. You hereby irrevocably and unconditionally waive any and all moral and like rights that you might have in any such Remix and in the performances embodied therein and hereby agree not to make any claim against Hook or any party authorized by Hook to exploit such Remix based on such moral or like rights.

6. Without limiting any of Hook or its licensors, assignees or designees rights in the Remix, if the assignment in this Section is prohibited by applicable law, you hereby grant to Hook or its licensors, assignees, or designees, as applicable the universe-wide exclusive right, in perpetuity, in its sole discretion, to use, reproduce, distribute, adapt, create derivative works based on, transmit, display and perform (publicly or otherwise), make, sell, offer to sell, import and otherwise exploit any Remix (including, without limitation, in albums, singles, records, music videos, and any advertisements, trailers, clips, featurettes, or other promotions in connection therewith), in any and all media now known or hereafter devised, and by any means or methods now known or hereafter devised.

For the avoidance of doubt and notwithstanding anything to the contrary contained in the Terms, you hereby acknowledge and accept that the above license DOES NOT:

1. entitle you to any compensation, revenue share, royalties, or income whatsoever from Hook or any third party in connection with the use of the Service, Creator Interface, the creation of Remixes or the distribution and exploitation of any Songs or Remixes.

2. permit you to download the Song or Remix in any manner.

3. permit you to modify, adjust, remix, alter or change the Song or Remix via any platform, digital audio interface or audio remixing tool kit other than the Creator Interface and the pre-set audio parameters and effects included in the Creator Interface.

4. modify or edit any Creation Interface or Creator Tools.

5. permit you to broadcast, share, assign, license, sell, distribute, transfer, or make available the Song or Remix in any manner not expressly provided for in these Terms.

6. permit you to register or claim any copyright in the Song or Remix.

7. allow you to use the Songs or Remixes to create content that is illegal, defamatory, offensive, or obscene.

8. permit you to use the Songs or Remixes in any unlawful manner or for any unlawful purpose or in any manner that is consistent with these Terms.

Hook reserves the right to revoke its licenses to you if it discovers that you are using a Song or Remix in any of the foregoing ways or as not expressly permitted hereunder.

User Generated Content | Your Materials.

You will be permitted to submit or otherwise make available to Hook certain content that you have created including text, images (including your likeness), your account username, videos, your name and biographical information, or written descriptions in connection with your use of Services. (collectively the “Your Materials”). You agree and accept that in addition to the conditions below, you will, at all times comply with the Community Guidelines when creating and submitting Your Materials onto the Service.

We do not claim any ownership rights in Your Materials, and you hereby expressly acknowledge and agree that Your Materials remain your sole responsibility.

You hereby agree that Your Materials are not confidential, and you hereby grant to Hook, its licensees, assignees, and designees an irrevocable, worldwide royalty free, fully paid, non-exclusive, perpetual, transferable and fully sublicensable license without any additional consideration to you or any third party, to use Your Materials, in any and all media now known or hereafter devised, in connection with operating, providing, maintaining, marketing, promoting and improving the Services.

You warrant and represent to Hook, its designees, and assignees that:

1. You have permissions, approvals, clearances, licenses, and are otherwise authorized to grant Hook the above rights to Your Materials.

2. Your Materials do not violate, plagiarize, misappropriate, or infringe the rights of any other party including, without limitation, copyright, trademark rights, rights of privacy or publicity, proprietary rights, or any other rights of a third party.

3. Your Materials are not offensive, abusive, libelous, defamatory, obscene, racist, sexually explicit, ethnically, culturally offensive, or indecent.

4. Your Materials do not promote violence, terrorism, or illegal acts, incite hatred on grounds of race, gender, religion, or sexual orientation, and are not otherwise objectionable in our reasonable discretion.

5. Your Materials do not encourage, induce, solicit, or promote, any conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any law or regulation.

6. Your Materials do not contain unsolicited or unauthorized advertising, promotional messages, spam, or any other form of solicitation.

7. Your Materials or your conduct on the Service does not involve stalking, exploiting, threatening, trolling, bullying, abusing or otherwise harassing another User, or any of our employees.

While we have no obligation to and do not monitor, review or edit Your Materials, we reserve the right to block, remove or delete Your Materials at any time, and to limit or restrict your access to any Content or the Service and/or pursue all legal remedies, for any reason and without liability, including if we have reason to believe that Your Materials infringes or may infringe upon the rights of any third party, or violates or may violate these Terms.

If you choose to upload or transmit Your Materials and Remixes created by you from the Service to sites or platforms hosted by third parties, you must comply with their content guidelines as well as with the standards set out in their policies.

We do not represent or guarantee the truthfulness, accuracy, or reliability of any Content or submitted to the Service by other Users ("Other User’s Materials"). You accept that any reliance on Other User’s Materials posted by other Users or third parties will be at your own risk. By using the Service, you accept the risk that you might be exposed to Other User’s Materials and Content that is objectionable to you.

We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.

Rights and Terms for App.

If you comply with these Terms, we grant to you a limited non-exclusive, non-transferable, revocable, license, with no right to sublicense, to download, install and use a copy of the App on a single mobile device that you own or control and to run the App solely for your own personal non-commercial purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means. The App is licensed, not sold, or transferred to you. Hook and its designees will retain ownership of all copies of the App even after installation on your device.

This Section applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (i) you are not located in a country that is subject to a 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. You must also comply with any applicable third-party terms of service when using the App.

Termination

These Terms shall continue in perpetuity until terminated by either you or Hook.

1. Termination by You You may terminate the Terms or cancel your account with Hook at any time by sending a notice via email to support@hookmusic.com confirming such termination or cancellation.

2. Termination by Us We may terminate the Terms, suspend your account, or remove your access to the Service and the Content on a temporary or permanent basis at any time for any suspected breach or noncompliance of the terms and conditions herein, unauthorized use of the Content or Service, as determined by us in our sole discretion. We may also terminate the Terms if we withdraw or wind down the Service, in which we shall provide you with adequate notice in advance of doing so.

3. Consequences of Termination Upon termination of the Terms, your Hook account and any and all of Your Materials and Remixes residing in your account, or pertaining to activity on the Service (for example: data relating to the consumption of your Remixes) may be irretrievably deleted by us, except the extent that we are obliged or permitted to retain such data or information in compliance with applicable laws or regulations and/or to protect our legitimate business interests.

Beta Testing Period, TestFlight and Third-Party Sites and Services.

The Service is currently in its testing and development phase (“Beta Testing Period”). In order to access the Services during the Beta Testing Period, you may be required to register for third party services such as Apple’s TestFlight (“TestFlight”) and will need to accept Apple’s TestFlight Terms of Service and TestFlight Privacy Policy. (collectively the “TestFlight Agreements”) that govern your use and access to TestFlight.

You acknowledge that Hook does not control TestFlight and is not responsible for any loss, injury, claim, liability, or damage related to your use of any TestFlight at any time, whether from errors or omissions in the content on TestFlight, errors in downloading the TestFlight or from the Test Flight being down. You acknowledge and agree that Hookdoes not endorse any advertising, products, or other Content on or available on TestFlight.]

Hook may also include in the Service, links to third party sites and services (“Third Party Services”). You acknowledge that Hook does not control these Third-Party Services. You acknowledge and agree that Hook is not responsible for the availability of Third-Party Services, and does not endorse any advertising, products, or other Content on or available on Third Party Services. You further agree that Hook will not be liable to you in any way for your access of any Third-Party Services. You acknowledge sole responsibility for and assume all risk arising from, your use of any Third-Party Services.

Data Protection, Privacy, and Cookies

Your submission of personal data that you provide in connection with use of the Service is collected, stored, and used by Hook in accordance with our Privacy Policy. In addition, as is in common with most online services, we use cookies to help us understand how people are using the Service, so that we can continue to improve the services we offer. Our use of cookies, and how to disable cookies, is explained in our Privacy Policy.

Your Additional Representations and Warranties to Hook

In addition to the above representations and warranties, you also warrant and represent that:

1. You have the full power and authority to enter and perform the obligations specified in these Terms, which you acknowledge, is a valid, legal, and binding agreement between you and Hook.

2. You will access and use the Service for the purposes expressly permitted by Hook in the Terms.

3. Your Materials and the availability thereof on the Service does not and will not infringe, misappropriate or violate the rights of any third party, including any copyright or other intellectual property or proprietary rights, performers’ rights, rights of privacy or publicity, or rights in confidential information.

4. You have understood and agree to all the terms and conditions in the Terms.

Your Indemnifications

To the fullest extent allowed by applicable law, you agree to indemnify and hold Hook, its successors, assigns, designees, affiliates, directors, shareholders, officers, agents, and employees, (“Hook Entities”) harmless from and against all claims, obligations, damages, losses, expenses, and costs, including reasonable attorneys' fees, resulting from, or related to:

1. Your breach of these Terms including any representation or warranty made hereunder.

2. Your infringement, misappropriation or violation of the rights of any third party, including any copyright or other intellectual property or proprietary rights, performers’ rights, rights of privacy or publicity, or rights in confidential information; or

3. Any activity related to your account on the Service, be it by you or by any other person accessing your account with or without your consent unless such activity was caused by an act or default for which we are responsible.

Further to your indemnifications above, Hook will have the right to control the defense, settlement, and resolution of any claim for which you must indemnify Hook at your sole expense and for which you must cooperate with Hook in every step of the process. You may not settle or otherwise resolve any claim in Hook’s name unless you have Hook’s express written permission.

The Service and Content – Limitations and Updates.

We will make reasonable efforts to keep the Service operational. However, certain technical difficulties, maintenance or testing, or updates required to reflect changes in the Service or in relevant laws and regulatory requirements, may, from time to time, result in temporary interruptions.

Hook reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Service or take down or remove Content, , all without liability to you, including without limitation to repair, maintain or improve the existing functions or features, or to add new functions or features to the Service, or to implement advancements in science and technology or ensure the operability or the security of the Service, or for legal, contractual or regulatory reasons. You understand, agree, and accept that we have no obligation to maintain, support, upgrade, or update the Service, or to provide or maintain all or any specific Content through the Service.

Any new versions, tools, resources and other services and features released for the Service are subject to these Terms, as well as any additional terms and conditions that may apply to those specific releases.

Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, (A), THE SERVICE AND CONTENT ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS AND (B) HOOK DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING: (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (II) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. HOOK DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, THAT ANY OF THOSE ISSUES WILL BE CORRECTED, OR THAT THE RESULTS OBTAINED FROM THE ACCESS OF THE SERVICE WILL BE ACCURATE OR RELIABLE.

ANY CONTENT ACCESSED THROUGH THE SERVICE IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICE OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH SERVICE CONTENT.

Due to the nature of machine learning, Remixes may not be unique, and the Services may generate the same or similar Remix for you or a third party. GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, THE SERVICES MAY IN SOME SITUATIONS PRODUCE A REMIX THAT IS DISCORDANT, SHRILL, DISSONANT, UNMUSICAL, OFFENSIVE OR OTHERWISE UNDESIRABLE. THE QUALITY AND COMPLIANCE WITH APPLICABLE LAW OF THE REMIX IS DEPENDENT UPON AND COMMENSURATE WITH THAT OF THE PROMPTS PROVIDED, CREATION FILTERS SELECTED AND/OR YOUR MATERIALS UPLOADED AND YOUR COMPLIANCE WITH THESE TERMS, AND NOTWITHSTANDING ANYTHING ELSE SET OUT HEREIN, HOOK WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM THE CREATION FILTERS, THE REMIXES OR THEIR USE OR DISTRIBUTION. You shall evaluate the production quality, sound design (including clarity), rhythmic integrity (including chord progression and style), nature, tone, and cohesiveness (including balance and mix) of any Remix as appropriate for the applicable use case, including by using human review of the Remix.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM HOOK OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ACKNOWLEDGE AND AGREE THAT THE HOOK ENTITIES (AS DEFINED ABOVE) ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE HOOK ENTITIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING THIRD PARTY SERVICES, THIRD-PARTY APPLICATIONS AND THEIR OPERATORS, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

Limitation of Liability and Indemnifications

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL HOOK ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY HOOK ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE HOOK ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF AMOUNTS YOU HAVE PAID TO HOOK, IF ANY, DURING THE THREE-MONTH PERIOD PRIOR TO THE DATE OF YOUR CLAIM AGAINST US, OR $100.00 IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO HOOK, AS APPLICABLE.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

You hereby release Hook Entities and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Service, including but not limited to, any interactions with or conduct of other Third-Party Service of any kind arising in connection with your use of the Service. If you are a California resident, you hereby waive California Civil Code Section 1542, which states,

"A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

The foregoing release does not apply to any claims, demands, or any losses, damages, rights, and actions of any kind, including personal injuries, death, or property damage for any unconscionable commercial practice by a Hook or for such party's fraud, deception, false, promise, misrepresentation or concealment, suppression, or omission of any material fact in connection with the Service.

Notices

All notices required or permitted to be given under the Terms will be in writing and delivered to the other party by any of the following methods: (i) U.S. mail, (ii) overnight courier, or (iii) electronic mail. If you give notice to Hook, you must use the following address:

By Email:
legal@hookmusic.com
By Courier:
Hook Media, Inc.
Attn: Legal Affairs
200 Riverside Blvd – Unit 21B
New York, NY 10069

If Hook provides notice to you, Hook will use the contact information provided by you to Hook. All notices will be deemed received as follows: (i) if by delivery by U.S. mail, two (2) business days after dispatch, (ii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iii) if by electronic mail, 24 hours after the message was sent, if no “system error” or other notice of non-delivery is generated. If applicable law requires that a given communication be “in writing,” you agree that email communication will satisfy this requirement, and that the email address(es) provided or associated with your Hook account in the Service are utilized solely by you, and therefore all communications, authorizations and approvals made through and to such email are made directly by and to you, and accordingly it is your responsibility to update such information in your Service account.

Governing Law and Forum Choice.

These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of New York, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in this Section below titled “Dispute Resolution”, the exclusive jurisdiction for all Disputes (defined below) that you and Hook are not required to arbitrate will be the state and federal courts located in the New York County, New York and you and Hook each waive any objection to jurisdiction and venue in such courts.

Dispute Resolution.

Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Hook agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Hook are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

Exceptions. As limited exceptions to the paragraph immediately above titled “Mandatory Arbitration of Disputes”: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights

Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.

Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration, we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration, you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

Injunctive and Declaratory Relief. Except as provided in the paragraph above titled “Exceptions”, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

Class Action Waiver. YOU AND HOOK 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. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

Severability. With the exception of any of the provisions in the paragraph immediately above of these Terms (x“Class Action Waiver”Severability. With the exception of any of the provisions in the paragraph immediately above of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

Copyright Infringement Claims | Take Down Policy.

Hook respects the intellectual property of others and takes the protection of copyrights and all other intellectual property very seriously. Infringing activity will not be tolerated on or through the Service. If you believe in good faith that your copyright or other intellectual property rights have been infringed, please refer to our Copyright and Intellectual Property Policy which will provide our users with information on how to address any alleged violation of your copyrights or intellectual property rights.

False Notifications of Infringement

The Copyright Act provides that "[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, shall be liable for any damages, including costs and attorneys' fees, incurred by the alleged infringer, by any copyright owner or copyright owner's authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [our] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it." 17 U.S.C. § 512(f). Accordingly, we reserve the right to seek damages from any party that submits a notification of claimed infringement or counter notification in violation of the law.

Consult your legal advisor and see 17 U.S.C. § 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA. The foregoing is not intended to provide you with legal advice.

Hook reserves the right to seek damages from any party that submits a false notification of claimed infringement or a false counter notice to restore content in violation of applicable Federal or State laws.

General

1. Assignment This Terms will not be assignable or transferable by you to any third party without the prior written consent of Hook. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. We may freely assign the Terms any of our rights under the Terms, in whole or in part, and we may freely delegate any of our obligations under the Terms, to any third party at any time without notice, including to any person or entity acquiring all or substantially all of the assets or business of Hook. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

2. Entire Agreement. The Terms contain the entire understanding between you and Hook regarding its subject matter and supersedes all prior and contemporaneous agreements and understandings between Hook and you regarding its subject matter.

3. Waiver No failure or delay by a party in exercising any right, power, or privilege under the Terms will operate as a waiver thereof.

4. Relationship of Parties No agency, partnership, joint venture, or employee-employer relationship is intended or created by the Terms.

5. Enforceability Unless otherwise stated in the Terms, should one or more provisions of the Terms be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Terms, and the application of that provision shall be enforced to the fullest extent permitted by law. Any failure by us to enforce the Terms or any provision thereof shall not constitute a waiver of our right to do so.

6. Compliance The Service is hosted and operated in the United States of America and Hook makes no representation that any content is appropriate for access outside of the United States, and those who choose to access the Service from outside the United States do so on their own initiative and are responsible for compliance with applicable local laws.

7. Contact Information If you have any questions about these Terms or the Services, please contact Hook at legal@hookmusic.com.