Collaboarator Terms of Use

Acceptance of Terms of Use

Please read these Terms of Use, Privacy Policy, Cookies Policy, and Community Guidelines, very carefully. If you do not agree to any of the provisions set out in those documents, you should not use the Website, Apps or any of the Services. By accessing or using the Platform, registering an account, or by viewing, accessing, streaming, uploading or downloading any information or content from or to the Platform, you represent and warrant that you have read and understood the Terms of Use, Privacy Policy, and Community Guidelines, will abide by them, and that you are either 18 years of age or more, or the applicable age of majority in your jurisdiction, or if you are under 18 years of age or the age of majority in your jurisdiction, you are 16 years of age or more if you reside in the European Union or 13 years of age or more if you reside in the United States or anywhere else.

Changes to Terms of Use

We reserve the right to change, alter, replace or otherwise modify these Terms of Use at any time, for example to address legal or regulatory changes or changes to features or functionality made available through the Platform, in our discretion. The date of last modification is stated at the end of these Terms of Use. It is your responsibility to check this page from time to time for updates. When we make any material changes to these Terms of Use, we will provide you with prominent notice under the circumstances, including for example displaying a notice within the Platform and/or by sending you an email to the email address that you have provided us or a message to your Collaboarator account, and the revised Terms of Use will become effective two (2) weeks after such notification. You will have no obligation to continue using the Platform following any such notification, but if you do not terminate your account as described in the Termination section below during such two (2) week period, your continued use of the Platform after the end of that two (2) week period will constitute your acceptance of the revised Terms of Use.

Description of the Platform

The Platform is a hosting service. Registered users of the Platform may submit, upload and post audio, text, photos, pictures, graphics, comments, links, and other content, data or information of any type (“Content”), which will be stored by Collaboarator at the direction of such registered users, and may be shared and distributed by such registered users, and other users of the Platform, using the tools and features provided as part of the Platform and accessible via the Website, Apps and elsewhere. The Platform also enables registered users to interact with one another and to contribute to discussions, and enables any user of the Website, Apps or certain Services (who may or may not be registered users of the Platform) to view, listen to and share Content uploaded and made available by registered users. The Platform also includes social and interactive features that enable users to engage with and learn from the Collaboarator community in order to build a following and ensure you get the content that interests you most. Some features of our Platform are only available to registered users who subscribe to a certain Service (see Subscriptions and Gift Codes below). Many of the features of Collaboarator however remain free for users that choose not to subscribe to such Services. In order to make the Platform available for free and provide you with personally relevant features, we may serve tailored ads on the Platform on behalf of third party advertisers. To that end, we use information that you make available to us when you interact with the Platform to inform the nature of the ads we show you and provide you with a customized experience. More information on how we use data to show you personalized ads is described in our Privacy Policy. We may, from time to time, release new tools and resources on the Website, release new versions of our Apps, or introduce other services and/or features for the Platform. Any new services and features will be subject to these Terms of Use as well as any additional terms and conditions that we may release for those specific services or features

Your Collaboarator Account

Access to the Apps and certain Services is only available to registered users. As an example, our App, Collaboarator, enables registered users, who upload and make available their Content to other users, to receive instant feedback on the performance of their tracks, communicate with their listeners, and manage their Content anytime. In order for you to engage with other Collaboarator listeners and creators, we enable you to create and personalize a public profile on Collaboarator. To enable you to do that, you must provide us with the information you want to display on such profile. When you register to use the Platform, you will provide us with your email address, and will authenticate using your credentials from Facebook, Spotify, or Google. We use the credentials, email address, and username for your account provided by those services. We don’t store a password for your account. You must ensure that the email address that you provide is, and remains, valid. Your email address and any other information you chose to provide about yourself will be treated in accordance with our Privacy Policy. You are solely responsible for maintaining the confidentiality and security of your account and preventing unauthorized access to it, and you will remain responsible for all use of your username, and all activity emanating from your account, whether or not such activity was authorized by you. If you believe that your account has been compromised or accessed by unauthorized third parties, you are advised to notify Collaboarator in writing, and should change your password or similar credentials at the appropriate service provider at the earliest possible opportunity. We reserve the right to disallow, cancel, remove or reassign certain usernames and permalinks in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your account if activities occur on that account which, in our sole discretion, would or might constitute a violation of these Terms of Use or our Community Guidelines, or an infringement or violation of the rights of any third party, or of any applicable laws or regulations. You may terminate your account at any time as described in the Termination section below.

Your use of the Platform

Subject to your strict compliance with these Terms of Use and our Community Guidelines at any and all times during your use of the Platform, Collaboarator grants you a limited, personal, non-exclusive, revocable, non-assignable and non-transferable right and license to use the Platform in order to view Content uploaded and posted to the Website, to listen to audio Content streamed from the Platform or offline and to share and download audio Content using the features of the Platform where the appropriate functionality has been enabled by the user who uploaded the relevant Content (the “Uploader”), and subject to the territorial availability of that feature and audio Content. In addition, if you register to use the Platform, and subject to your strict compliance with these Terms of Use and our Community Guidelines at any and all times during your use of the Platform, Collaboarator grants you a limited, personal, non-exclusive, revocable, non-assignable and nontransferable right and license to:

1. submit, upload or post Content to and keep such Content available on the Platform strictly as permitted in accordance with these Terms of Use and any other applicable terms posted on the Platform from time to time;
2. participate in the community areas and communicate with other members of the Collaboarator community strictly in accordance with these Terms of Use and our Community Guidelines; and
3. use Apps and other Services provided as part of the Platform strictly as permitted in accordance with these Terms of Use and any other terms applicable to those Apps or Services from time to time.

1. You must not copy, rip, or capture, or attempt to copy, rip, or capture any audio Content from the Platform or any part of the Platform except as expressly permitted by the Terms of Use and using functionality provided by the Platform as it is intended to be used.
2. You must not adapt, copy, republish, make available, or otherwise communicate to the public, display, perform, modify, transfer, share, distribute, or otherwise use or exploit any Content on or from the Platform, except (i) where such Content is Your Content at any and all times during your use of the applicable Content, (ii) as permitted under these Terms of Use and within the parameters set by the Uploader (for example, under the terms of Creative Commons licenses selected by the Uploader), or (iii) as permitted by a license purchased by you from the Uploader via the Platform.
3. You must not use any Content in any way that is designed to create a separate content service or that replicates any part of the Platform offering.
4. You must not employ scraping or similar techniques to access, aggregate, repurpose, republish or otherwise make use of any Content.
5. You must not employ any techniques or make use of any services, automated or otherwise, designed to misrepresent the popularity of Your Content on the Platform, or to misrepresent your activity on the Platform, including without limitation by the use of bots, botnets, scripts, apps, plugins, extensions or other automated means to register accounts, log in, add followers to your account, play Content, follow or unfollow other users, send messages, post comments, or otherwise to act on your behalf, particularly where such activity occurs in a multiple or repetitive fashion. You must not offer or promote the availability of any such techniques or services to any other users of the Platform.
6. You must not alter or remove, or attempt to alter or remove, any trademark, copyright or other proprietary or legal notices contained in, or appearing on, the Platform or any Content appearing on the Platform.
7. You must not, and must not permit any third party to, copy or adapt the object code of the Website or any of the Apps or Services, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Platform, or circumvent or attempt to circumvent or copy any copy protection mechanism or territorial restrictions or access any rights management information pertaining to Content other than Your Content.
8. You must not use the Platform to upload, post, store, transmit, display, copy, distribute, promote, modify, make available, continue to make available, or otherwise communicate to the public:
   • any Content that is abusive, libelous, defamatory, pornographic or obscene, that promotes or incites violence, terrorism, illegal acts, or hatred on the grounds of race, ethnicity, cultural identity, religious belief, disability, gender, identity or sexual orientation, or is otherwise objectionable in Collaboarator’s reasonable discretion;
   • any information, Content, or other material that violates, plagiarizes, misappropriates, or infringes the rights of third parties including, without limitation, copyright, trademark rights, rights of privacy or publicity, confidential information, or any other right; or
   • any Content that violates, breaches, or is contrary to any law, rule, regulation, court order or is otherwise is illegal or unlawful in Collaboarator’s reasonable opinion;
   • any material of any kind that contains any virus, Trojan horse, spyware, adware, malware, bot, time bomb, worm, or other harmful or malicious component, which or might overburden, impair or disrupt the Platform or servers or networks forming part of, or connected to, the Platform, or which does or might restrict or inhibit any other user's use and enjoyment of the Platform; or
   • any unsolicited or unauthorized advertising, promotional messages, spam, or any other form of solicitation.
9. You must not commit or engage in, or encourage, induce, solicit, or promote, any conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law or regulation.
10. You must not rent, sell, or lease access to the Platform, or any Content on the Platform.
11. You must not deliberately impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity, for example, by registering an account in the name of another person or company, or sending messages or making comments using the name of another person.
12. You must not stalk, exploit, threaten, abuse, or otherwise harass another user, or any Collaboarator employee.
13. You must not use or attempt to use another person's account, password, or other information, unless you have express permission from that other person.
14. You must not sell or transfer, or offer to sell or transfer, any Collaboarator account to any third party without the prior written approval of Collaboarator.
15. You must not collect or attempt to collect personal data, or any other kind of information about other users, including without limitation, through spidering or any form of scraping.
16. You must not violate, circumvent, or attempt to violate or circumvent any data security measures employed by Collaboarator or any Uploader; access or attempt to access data or materials which are not intended for your use; log into, or attempt to log into, a server or account which you are not authorized to access; attempt to scan or test the vulnerability of Collaboarator’s servers, system, or network, or attempt to breach Collaboarator’s data security or authentication procedures; attempt to interfere with the Website or the Services by any means including, without limitation, hacking Collaboarator’s servers or systems, submitting a virus, overloading, mail-bombing, or crashing. Without limitation to any other rights or remedies of Collaboarator under these Terms of Use, Collaboarator reserves the right to investigate any situation that appears to involve any of the above, and may report such matters to, and co-operate with, appropriate law enforcement authorities in prosecuting any users who have participated in any such violations.

You agree to comply with the above conditions at any and all times during your use of the Platform, and acknowledge and agree that Collaboarator has the right, in its sole discretion, to terminate your account, revoke your license to use the Platform, or take such other action as we see fit if you breach any of the above conditions or any of the other terms of these Terms of Use. This may include taking legal action and/or reporting offending users to the relevant authorities.

Your Content

You represent and warrant that all audio, text, photos, pictures, graphics, comments, and other content, data or information that you upload, create, store, transmit, submit, exchange, or make available to or via the Platform (hereinafter "Your Content") is generated, owned and controlled by you, and that no third party has any rights therein except the rights granted herein to Collaboarator and other users of the Platform. Collaboarator is not responsible for Your Content and you hereby expressly acknowledge and agree that Your Content remains your sole responsibility. You agree not to upload, store, distribute, send, transmit, display, perform, make available, continue to make available or otherwise communicate to the public any Content to which you do not hold the necessary rights for its use on the Platform. In particular, any unauthorized use of copyright protected material within Your Content (including by way of reproduction, distribution, modification, adaptation, public display, public performance, preparation of derivative works, making available, or otherwise communicating to the public via the Platform), independent of whether it is or becomes unauthorized at a later point, may constitute an infringement of third party rights and is strictly prohibited. Any such infringements may result in termination of your license and your access to the Platform as described in the Repeat Infringers section below, and may also result in civil litigation or criminal prosecution by or on behalf of the relevant rightsholder. We reserve the right at any time and without notice to you to remove any of Your Content for any reason, including any allegation, claim, or suspicion, that it is infringing on the rights of a third party. We have no obligation to maintain a backup of Your Content or provide to you any part of Your Content that we remove from the Platform. We may, from time to time, invite or provide you with means to provide feedback regarding the Platform, and in such circumstances, any feedback you provide will be deemed non-confidential and Collaboarator shall have the right, but not the obligation, to use such feedback on an unrestricted basis.

Grant of License

By uploading or posting Your Content to the Platform, you initiate an automated process to transcode any audio Content and direct Collaboarator to store Your Content on our and our providers’ servers, from where you may use the Platform to control and authorize the use, reproduction, transmission, distribution, public display, public performance, making available (including whether users will be permitted to listen to your Content offline), and other communication to the public of Your Content on the Platform and elsewhere using the Services. You hereby grant a worldwide, royalty-free license to Collaboarator to do all of the foregoing as necessary to incorporate Your Content onto the Platform and to make Your Content available to other users of the Platform.

By uploading or posting Your Content to the Platform, you grant a worldwide, non-exclusive, royalty free license to other users of the Platform, to use, copy, download, and listen to Your Content during their use of the Platform. The Platform may provide you with options to limit and restrict the availability of certain of Your Content to other users of the Platform, at any time using the publish tab in the track edit section for each of Your Content you upload, subject to the provisions of the Disclaimer section below.

By uploading or posting Your Content to the Platform, you grant a worldwide, non-exclusive license to Collaboarator and all other users of the Platform, the right to create derivative works using Your Content, in consideration of the Collaboarator Royalty Model described below. Any such derivative works created from Your Content shall be considered Your Content and subject as such to the licenses and other provisions of these Terms of Use.

To the extent permitted by Collaborator (which it may prohibit for some or all works in the future in its sole discretion) you may decide to permit other users to purchase a Full Edit License to any work in Your Content. The Full Edit License comprises a worldwide, perpetual, exclusive, royalty-free license to another user of all of your rights in a work that you have created in consideration of a one-time fee paid to you by another user. Once you grant a Full Edit License to another user the licensed work is deemed to be part of their content and no longer part of Your Content.

By uploading or posting Your Content to the Platform, you grant a worldwide, non-exclusive license to Collaboarator to use, copy, transmit, stream, distribute, publicly display or perform, upload, download, share, embed, create derivative works from and including, compile with the works of others, make available, and otherwise communicate Your Content to any third party and the public via its own or third party websites, apps and/or platforms, streaming content services, or via sound recordings or phonorecords, in consideration of the Collaboarator Royalty Model described below. Collaboarator has the right to sublicense the rights set forth in this paragraph to any third party anywhere in the world without your consent or notice to you.

By uploading or posting Your Content to the Platform, you grant a worldwide, non-exclusive, royalty free, irrevocable, perpetual license to use any proprietary name, logo, trademark or service mark uploaded by you as part of Your Content (for example, your personal name, band name, or profile picture) (“Marks”) on or with any of Your Content used by Collaboarator on the Platform and elsewhere as permitted by the licenses granted to it by these Terms of Use. Nothing in these Terms of Use grants any rights to any other user of the Platform with respect to the Marks, other than the right to reproduce, publicly display, make available and otherwise communicate to the public those Marks, automatically and without alteration, as part of the act of reposting sounds with which you have associated those Marks.

You may be able to limit and restrict the availability of certain of Your Content to other users of the Platform, and to users of Linked Services by using the publish tab in the track edit section for each of Your Content you upload, subject to the provisions of the Disclaimer section below. Collaboarator may decide in its sole discretion to remove or alter the options provided to restrict access in its sole discretion.

The licenses granted in this section are granted with respect to each item of Your Content that (i) you upload to the Platform, (ii) you create as a derivative work from the Content created by other users of the Platform, and (iii) other users create as a derivative work from Your Content. Due to the collaborative nature of the Platform, you agree that if you delete any of Your Content or discontinue use of the Platform that derivative works created based on the deleted content may still be available on the Platform as part of a derivative work, and may be used by other users or Collaborator after such deletion by you for the creation of additional works and the generation of revenue. Upon any of the foregoing events, Licenses with respect to Your Content will automatically become perpetual, royalty-free, fully paid, worldwide, non-exclusive licenses to all rights you have in the affected portions of Your Content (all of Your Content if you disable or remove your account, but only one song if that is all you remove from Your Content). Collaborator shall have the right to delete, temporarily or permanently, without notice, any part of Your Content if you terminate or otherwise discontinue your account, and shall have no obligation to preserve Your Content or provide any copy of it to you.

Termination of your account will not result in the deletion of the relevant files from Collaboarator’s systems and servers except in its sole discretion. Furthermore, you hereby acknowledge and agree that once Your Content is distributed to a Linked Service, Collaboarator is not obligated to ensure the deletion of Your Content from any servers or systems operated by the operators of any Linked Service, or to require that any user of the Platform or any Linked Service deletes any item of Your Content. Furthermore, after deletion of an item of Your Content or removal from the ability for other users to access the applicable Content by Collaboarator, if it determines in its discretion to delete the Content, the applicable Content may still be temporarily available to other users of the Platform who saved the applicable Content.

Any Content other than Your Content is the property of the relevant Uploader, and is or may be subject to copyright, trademark rights, or other intellectual property or proprietary rights. Such Content may not be downloaded, reproduced, distributed, transmitted, re-uploaded, republished, displayed, sold, licensed, made available or otherwise communicated to the public or exploited for any purposes except via the features of the Platform from time to time and within the parameters set by the Uploader on the Platform or with the express written consent of the Uploader. Where you repost another user’s Content, or include another user’s Content in a playlist or station or where you listen to another user’s Content offline, you acquire no ownership rights whatsoever in that Content. Subject to the rights expressly granted in these Terms of Use, all rights in Content are reserved to the relevant Uploader.

Collaboarator Royalty Model

As permitted by the licenses set forth above, Collaboarator may utilize Your Content to generate revenue from various sources such as online content services that offer streaming or downloadable content, or via sales of phonorecords, or via radio or satellite transmission. Collaboarator shall be entitled to retain fifteen percent (15%) of all such revenues in consideration of your use of the Platform and its other contributions to the generation of that revenue.

The remaining eighty five (85%) of all such revenues actually received by Collaboarator (the “Royalty”) shall be shared among the users who created the Content that generated the revenue. If you are the sole creator of the Content, then the entire amount of the Royalty shall be paid to you. If more than one user contributed to the Content used to generate the revenues, then the Royalty shall be shared equally among all such users unless an individual’s listed minimum threshold is reached. For example, if two users with 0% minimum threshold contributed to the Content that generated the Royalty, then each user would receive half of the Royalty comprising 42.5% of the revenue attributed to that content, three users would receive one third of the Royalty comprising 28.33% of the revenue attributed to that content, and so on. However, if one user had a minimum percentage of 35%, that user would receive 35% and the others would receive 25%. When all minimum percentages are reached the Content is no longer collaborative, but users can look to past revisions to continue collaboration. Notwitstanding the foregoing, you shall not be entitled to any portion of the revenue generated from content in which you granted a Full Edit License to another user. Collaborator shall have no obligation to pay any amount to you as a Royalty until it actually receives the funds from a third party.

Representations and warranties

You hereby represent and warrant to Collaboarator as follows:

1. Your Content, and each and every part thereof, is an original work by you, or you have obtained all rights, licenses, consents and permissions necessary in order to use at any and all times during any applicable use, and (if and where relevant) to authorize Collaboarator and other users to use, Your Content pursuant to these Terms of Use, including, without limitation, the right to upload, reproduce, store, transmit, distribute, share, publicly display, publicly perform, make available (including for listening offline) and otherwise communicate to the public Your Content, and each and every part thereof, on, through or via the Platform, any and all Services and any Linked Services.
2. Your Content and the availability thereof on the Platform does not and will not infringe or violate the rights of any third party, including, without limitation, any intellectual property rights, performers’ rights, rights of privacy or publicity, or rights in confidential information.
3. You have obtained any and all necessary consents, permissions and/or releases from any and all persons appearing in Your Content in order to include their name, voice, performance or likeness in Your Content and to publish the same on the Platform and via any Linked Services.
4. Your Content, including any comments that you may post on the Website, is not and will not be unlawful, abusive, libellous, defamatory, pornographic or obscene, and will not promote or incite violence, terrorism, illegal acts, or hatred on the grounds of race, ethnicity, cultural identity, religious belief, disability, gender, identity or sexual orientation.
5. Your Content does not and will not create any liability on the part of Collaboarator, its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and/or shareholders. Collaboarator reserves the right to remove Your Content, suspend or terminate your access to the Platform and/or pursue all legal remedies if we believe that any of Your Content breaches any of the foregoing representations or warranties, or otherwise infringes another person's rights or violates any law, rule or regulation.

Liability for Content

You hereby acknowledge and agree that Collaboarator (i) stores content and other information at the direction, request and with the authorization of its users, (ii) acts merely as a passive conduit and/or host for the uploading, storage and distribution of such content, and (iii) plays no active role and gives no assistance in the presentation or use of the content. You are solely responsible for all of Your Content that you upload, post or distribute to, on or through the Platform, and to the extent permissible by law, Collaboarator disclaims all liability with respect to all content (including Your Content) and the activities of its users with respect thereto. You hereby acknowledge and agree that Collaboarator cannot and does not review the content created or uploaded by its users to determine compliance with these Terms of Use, and neither Collaboarator nor its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders has any obligation, and may, but does not undertake or assume any duty to, monitor the Platform for content that is inappropriate, that does or might infringe any third party rights, or has otherwise been uploaded in breach of these Terms of Use or applicable law. Collaboarator and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders hereby disclaim, to the fullest extent permitted by law, any and all liability which may arise from any content uploaded to the Platform by users, including, but not limited to, any claims for infringement of intellectual property rights, rights of privacy or publicity rights, any claims relating to publication of abusive, defamatory, pornographic, or obscene material, or any claims relating to the completeness, accuracy, currency or reliability of any information provided by users of the Platform. By using the Platform, you irrevocably waive the right to assert any claim with respect to any of the foregoing against Collaboarator or any of its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders.

Reporting Infringements

If you discover any content on the Platform that you believe infringes your copyright, please report this to us. Please make sure that you include the following information:

• a statement that you have identified Content on Collaboarator that infringes your copyright or the copyright of a third party on whose behalf you are entitled to act;
• a description of the copyright work(s) that you claim have been infringed;
• a description of the Content that you claim is infringing and the Collaboarator URL(s) where such Content can be located;
• your full name, address and telephone number, a valid email address on which you can be contacted, and your Collaboarator user name if you have one;
• a statement by you that you have a good faith belief that the disputed use of the material is not authorized by the copyright owner, its agent, or the law; and
• a statement by you that the information in your notice is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;

• with respect to your statement that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed, confirmation that such statement is made under penalty of perjury; and
• your electronic or physical signature (which may be a scanned copy).

Your notice should be sent to us by email to seth [at] collaboarator.com and/or by mail to the following address:

Collaboarator LLC 405 N. Jefferson Ave. Springfield, MO 65806 Attn: Copyright Team

If you wish for your notice to be considered as a notice pursuant to the United States Digital Millennium Copyright Act 17 U.S.C. §512(c), your notice should be sent to Collaboarator’s designated copyright agent by email to seth [at] collaboarator.com and/or by mail to the following address:

Collaboarator LLC 405 N. Jefferson Ave. Springfield, MO 65806 Attn: Copyright Agent

Telephone: (636) 579 - 6535

The foregoing process applies to copyright only. If you discover any Content that you believe to be in violation of your trademark rights, please report this to us by email at seth [at] collaboarator.com. In all other cases, if you discover Content that infringes or violates any of your other rights, which you believe is defamatory, pornographic, obscene, racist or otherwise liable to cause widespread offense, or which constitutes impersonation, abuse, spam or otherwise violates these Terms of Use, our Community Guidelines or applicable law, please report this to us at seth [at] collaboarator.com.

Third Party Websites and Services

The Platform may provide you with access to third party websites, databases, networks, servers, information, software, programs, systems, directories, applications, products or services, including without limitation, linked services (hereinafter “External Services”). Collaboarator does not have or maintain any control over External Services, and is not and cannot be responsible for their content, operation or use. By linking or otherwise providing access to any External Services, Collaboarator does not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality or authenticity of content, information or services provided by such External Services. External Services may have their own terms of use and/or privacy policy, and may have different practices and requirements to those operated by Collaboarator with respect to the Platform. You are solely responsible for reviewing any terms of use, privacy policy or other terms governing your use of these External Services, which you use at your own risk. You are advised to make reasonable enquiries and investigations before entering into any transaction, financial or otherwise, and whether online or offline, with any third party related to any External Services.

External Services

You are solely responsible for taking the precautions necessary to protect yourself from fraud when using External Services, and to protect your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material that may be included on or may emanate from any External Services.

Collaboarator disclaims any and all responsibility or liability for any harm resulting from your use of External Services, and you hereby irrevocably waive any claim against Collaboarator with respect to the content or operation of any External Services.

Blocking and Removal of Content

Notwithstanding the fact that Collaboarator has no legal obligation to monitor the content on the Platform, Collaboarator reserves the right to block, remove or delete any content at any time, and to limit or restrict access to any content, for any reason and without liability, including without limitation, if we have reason to believe that such content does or might infringe the rights of any third party, has been uploaded or posted in breach of these Terms of Use, our Community Guidelines or applicable law, or is otherwise unacceptable to Collaboarator.

Please also note that individual Uploaders have control over the audio content that they store in their account from time to time, and may remove any or all audio content or other content without notice. You have no right of continued access to any particular item of content and Collaboarator shall have no liability in the event that you are unable to access an item of content due to its removal from the Platform, whether by Collaboarator or the relevant uploader.

Repeat Infringers

Collaboarator may suspend or terminate your access to the Platform if Collaboarator determines, in its sole discretion, that you have repeatedly breached these Terms of Use or our Community Guidelines.

If we receive a valid notification from a third party in accordance with our reporting processes or applicable law that any of Your Content infringes the copyright or other rights of such third party, or if we believe that your behavior violates our Community Guidelines, we will send you a written warning to this effect. Any user that receives more than two of these warnings is liable to have their access to the Platform terminated forthwith.

We will also suspend or terminate your account without warning if ordered to do so by a court, and/or in other appropriate circumstances, as determined by Collaboarator at its discretion. Please note we do not offer refunds to Subscription account holders whose accounts are terminated as a result of repeated infringement or any violation of these Terms of Use or our Community Guidelines.

Disclaimer

THE PLATFORM, INCLUDING, WITHOUT LIMITATION, THE WEBSITE, THE APPS AND ALL CONTENT AND SERVICES ACCESSED THROUGH OR VIA THE WEBSITE, THE APPS, THE SERVICES OR OTHERWISE, ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS”.

WHILST COLLABOARATOR USES REASONABLE ENDEAVORS TO CORRECT ANY ERRORS OR OMISSIONS IN THE PLATFORM AS SOON AS PRACTICABLE ONCE THEY HAVE BEEN BROUGHT TO COLLABOARATOR’S ATTENTION, COLLABOARATOR MAKES NO PROMISES, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED) REGARDING THE WEBSITE, THE APPS, THE SERVICES OR ANY PART OR PARTS THEREOF, ANY CONTENT, OR ANY LINKED SERVICES OR OTHER EXTERNAL SERVICES. COLLABOARATOR DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR ANY PART OR PARTS THEREOF, THE CONTENT, OR THE SERVERS ON WHICH THE PLATFORM OPERATES ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. COLLABOARATOR DOES NOT WARRANT THAT ANY TRANSMISSION OF CONTENT UPLOADED TO THE PLATFORM WILL BE SECURE OR THAT ANY ELEMENTS OF THE PLATFORM DESIGNED TO PREVENT UNAUTHORIZED ACCESS, SHARING OR DOWNLOAD OF CONTENT WILL BE EFFECTIVE IN ANY AND ALL CASES, AND DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION.

COLLABOARATOR AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS, SPECIFICALLY DISCLAIM ALL OF THE FOREGOING WARRANTIES AND ANY OTHER WARRANTIES NOT EXPRESSLY SET OUT HEREIN TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES REGARDING NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

WHERE THE LAW OF ANY JURISDICTION LIMITS OR PROHIBITS THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES AS SET OUT ABOVE, THE ABOVE DISCLAIMERS SHALL NOT APPLY TO THE EXTENT THAT THE LAW OF SUCH JURISDICTION APPLIES TO THIS AGREEMENT.

Limitation of Liability

IN NO EVENT SHALL COLLABOARATOR’S AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT EXCEED THE GREATER OF $100 OR THE AMOUNTS (IF ANY) PAID BY YOU TO COLLABOARATOR DURING THE PREVIOUS TWELVE (12) MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM.

COLLABOARATOR AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS, SHALL HAVE NO LIABILITY FOR:

1. ANY LOSS OR DAMAGE ARISING FROM:
   • YOUR INABILITY TO ACCESS OR USE THE PLATFORM OR ANY PART OR PARTS THEREOF, OR TO ACCESS ANY CONTENT OR ANY EXTERNAL SERVICES VIA THE PLATFORM;
   • ANY CHANGES THAT COLLABOARATOR MAY MAKE TO THE PLATFORM OR ANY PART THEREOF, OR ANY TEMPORARY OR PERMANENT SUSPENSION OR CESSATION OF ACCESS TO THE PLATFORM OR ANY CONTENT IN OR FROM ANY OR ALL TERRITORIES;
   • ANY ACTION TAKEN AGAINST YOU BY THIRD PARTY RIGHTSHOLDERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF SUCH THIRD PARTY’S RIGHTS RELATING TO YOUR CONTENT OR YOUR USE OF THE PLATFORM, OR ANY ACTION TAKEN AS PART OF AN INVESTIGATION BY COLLABOARATOR OR ANY RELEVANT LAW ENFORCEMENT AUTHORITY REGARDING YOUR USE OF THE PLATFORM;
   • ANY ERRORS OR OMISSIONS IN THE PLATFORM’S TECHNICAL OPERATION, OR FROM ANY INACCURACY OR DEFECT IN ANY CONTENT OR ANY INFORMATION RELATING TO CONTENT;
   • YOUR FAILURE TO PROVIDE COLLABOARATOR WITH ACCURATE OR COMPLETE INFORMATION, OR YOUR FAILURE TO KEEP YOUR USERNAME OR PASSWORD SUITABLY CONFIDENTIAL;
   • ANY MISCONDUCT BY OTHER USERS OR THIRD PARTIES USING THE PLATFORM, ESPECIALLY IN BREACH OF THE AGREEMENT;
2. ANY LOSS OR DAMAGE TO ANY COMPUTER HARDWARE OR SOFTWARE, ANY LOSS OF DATA (INCLUDING YOUR CONTENT), OR ANY LOSS OR DAMAGE FROM ANY SECURITY BREACH; AND/OR
3. ANY LOSS OF PROFITS, OR ANY LOSS YOU SUFFER WHICH IS NOT A FORESEEABLE CONSEQUENCE OF COLLABOARATOR BREACHING THESE TERMS OF USE. LOSSES ARE FORESEEABLE WHERE THEY COULD BE CONTEMPLATED BY YOU AND COLLABOARATOR AT THE TIME YOU AGREE TO THESE TERMS OF USE, AND THEREFORE DO NOT INCLUDE ANY INDIRECT LOSSES, SUCH AS LOSS OF OPPORTUNITY

ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM MUST BE NOTIFIED TO COLLABOARATOR AS SOON AS POSSIBLE.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH CASES, YOU ACKNOWLEDGE AND AGREE THAT SUCH LIMITATIONS AND EXCLUSIONS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND COLLABOARATOR AND ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN YOU AND COLLABOARATOR, AND THAT COLLABOARATOR’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

NOTHING IN THESE TERMS OF USE LIMITS OR EXCLUDES THE LIABILITY OF COLLABOARATOR, ITS SUBSIDIARIES, SUCCESSORS, ASSIGNS, OR THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND/OR SHAREHOLDERS: (I) FOR ANY DEATH OR PERSONAL INJURY CAUSED BY ITS OR THEIR NEGLIGENCE, (II) FOR ANY FORM OF FRAUD OR DECEIT, (III) FOR ANY DAMAGES CAUSED WILFULLY OR BY GROSS NEGLIGENCE, OR (IV) FOR ANY FORM OF LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY LAW.

Indemnification

You hereby agree to indemnify, defend and hold harmless Collaboarator, its successors, assigns, affiliates, agents, directors, officers, employees and shareholders from and against any and all claims, obligations, damages, losses, expenses, and costs, including reasonable attorneys' fees, resulting from:

1. any violation by you of these Terms of Use or our Community Guidelines;
2. any third party claim of infringement of copyright or other intellectual property rights or invasion of privacy arising from the hosting of Your Content on the Platform, and/or your making available thereof to other users of the Platform, and/or the actual use of Your Content by other users of the Platform or Linked Services in accordance with these Terms of Use and the parameters set by you with respect to the distribution and sharing of Your Content;
3. any activity related to your account, be it by you or by any other person accessing your account with or without your consent unless such activity was caused by the act or default of Collaboarator.

If we receive a valid notification from a third party in accordance with our reporting processes or applicable law that any of Your Content infringes the copyright or other rights of such third party, or if we believe that your behavior violates our Community Guidelines, we will send you a written warning to this effect. Any user that receives more than two of these warnings is liable to have their access to the Platform terminated forthwith.

We will also suspend or terminate your account without warning if ordered to do so by a court, and/or in other appropriate circumstances, as determined by Collaboarator at its discretion. Please note we do not offer refunds to Subscription account holders whose accounts are terminated as a result of repeated infringement or any violation of these Terms of Use or our Community Guidelines.

Data Protection, Privacy, and Cookies

All personal data that you provide to us in connection with your use of the Platform is collected, stored, used, disclosed and otherwise processed by Collaboarator in accordance with our Privacy Policy. In addition, in common with most online services, we use cookies to help us understand how people are using the Platform, so that we can continue to improve the service we offer. Our use of cookies, and how to disable cookies, is explained in our Cookies Policy.

Meetups

Collaboarator has an active community of users, many of whom organize and attend face-to-face meetings at venues all over the world (“Meetups”). While Collaboarator is generally supportive of Meetups and may provide branded promotional materials to help organizers promote their Meetups, Collaboarator does not sponsor, oversee or in any way control such Meetups. You hereby acknowledge and agree that your attendance and participation in any Meetups is entirely at your own risk and Collaboarator does not bear any responsibility or liability for the actions of any Collaboarator users or any third parties who organize, attend or are otherwise involved in any Meetups.

Use of Collaboarator Players and Widgets

The Platform includes access to customizable players (“Players”), and an embeddable version of the Collaboarator waveform player (“Widget”) for incorporation into users’ own sites, third party sites or social media profiles, whether or not a Linked Service. This functionality is provided to enable Uploaders to put their Content wherever they wish, and to enable other users of the Platform to share and distribute Content within the parameters set by the Uploader.

You may not, without the prior written consent of Collaboarator, use the Players or the Widget in such a way that you aggregate Content from the Platform into a separate destination that replicates substantially the offering of the Website, or comprises a content service of which Content from the Platform forms a material part. Similarly, you may not, without the prior written consent of Collaboarator, use the Players or the Widget to embed Content into any website or other destination dedicated to a particular artist (except where the relevant Content is Your Content and you are the person or are authorized to represent the person to whom the site or destination is dedicated), or to a particular genre. You may not use the Players or Widget in any way that suggests that Collaboarator or any artist, audio creator or other third party endorses or supports your website, or your use of the Players or Widget. The foregoing shall apply whether such use is commercial or noncommercial.

Collaboarator reserves the right to block your use of the Players and the Widget at any time and for any reason in its sole discretion.

Subscriptions and gift codes

Certain features of the Platform are only available to registered users who subscribe to a “Premium” plan (Premium plans are each referred to as a "Subscription").

The Premium plan allows direct messages to users that do not follow one another, changing of one’s location to load more tracks into the GPS feed, ability to post albums in addition to single tracks, private posts, and more search filters. Features may be added or deleted at anytime.

Collaboarator reserves the right to limit the availability of Premium subscriptions to specific jurisdictions as may be determined by Collaboarator in its sole discretion from time to time.

Changes to the Platform, Accounts, and Pricing

Collaboarator reserves the right at any time and for any reason to suspend, discontinue, terminate or cease providing access to the Platform or any part thereof, temporarily or permanently, and whether in its entirety or with respect to individual territories only. In the case of any temporary or permanent suspension, discontinuation, termination or cessation of access, Collaboarator shall use its reasonable endeavors to notify registered users of such decision in advance.

You hereby agree that Collaboarator and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders shall not be liable to you or to any third party for any changes or modifications to the Website, Apps and/or any Services that Collaboarator may wish to make from time to time, or for any decision to suspend, discontinue or terminate the Platform, the Website, the Services or any part or parts thereof, or your possibility to use or access the same from or within any territory or territories.

Collaboarator may change the features of any type of account, may withdraw or, or introduce new features, products or types of account at any time and for any reason, and may change the prices charged for any of its Subscriptions from time to time. In the event of any increase in the price or material reduction in the features of any Subscription which you have purchased, such change(s) will be communicated to you and will only take effect with respect to any subsequent renewal of your subscription. In all other cases, where Collaboarator proposes to make changes to any type of Subscription you have purchased, and these changes are material and to your disadvantage, Collaboarator will notify you of the proposed changes by sending a message to your Collaboarator account and/or an email to the then current email address that we have for your account, at least six (6) weeks in advance. You will have no obligation to continue using the Platform following any such notification, but if you do not terminate your account as described in the Termination section below during such six (6) week period, your continued use of your account after the end of that six (6) week period will constitute your acceptance of the changes to your Subscription.

Termination

You may terminate this Agreement at any time by sending notice in writing to Collaboarator at Collaboarator LLC 405 N. Jefferson Ave. Springfield, MO 65806 Attn: Termination Team confirming such termination or by deleting your account as permitted by the Platform. If you have a Subscription, and terminate this Agreement before the end of such Subscription, we are unable to offer any refund for any unexpired period of your Subscription.

Collaboarator may suspend your access to the Platform and/or terminate this Agreement at any time if (i) you are deemed to be a Repeat Infringer as described above; (ii) you are in breach of any of the material provision of these Terms of Use or our Community Guidelines, including without limitation, the provisions of the following sections: Your Use of the Platform, Your Content, Grant of License , and Your Representations and Warranties; (iii) Collaboarator elects at its discretion to cease providing access to the Platform in the jurisdiction where you reside or from where you are attempting to access the Platform, or (iv) in other circumstances as determined by Collaboarator at its sole discretion. If you have a Subscription and your account is suspended or terminated by Collaboarator pursuant to (i) or (ii) above, you will not be entitled to any refund for any unexpired period of your subscription. If your account is terminated pursuant to (iii) or (iv), refunds may be payable at the reasonable discretion of Collaboarator.

Once your account has been terminated, any and all Content residing in your account, or pertaining to activity from your account (for example, data relating to the distribution or consumption of your sounds), may be irretrievably deleted by Collaboarator, except to the extent that we are permitted to retain such content, data or information. You are advised to save or back up any material that you have uploaded to your account before terminating your account, as Collaboarator assumes no liability for any material that is irretrievably deleted following any termination of your account. Collaboarator is not able to provide you with any .csv or other similar file of data relating to activity associated with your account, whether before or after termination or cancellation. This data is provided and is accessible only for viewing via your account page on the Website for as long as your account is active.

If you access the Platform via any of our Apps or via any third party app connected to your account, deleting that app will not delete your account. The provisions of these Terms of Use that are intended by their nature to survive the termination or cancellation of this Agreement will survive the termination of this Agreement.

Assignment to Third Parties

Collaboarator may assign its rights and (where permissible by law) its obligations under this Agreement, in whole or in part, to any third party at any time without notice, including without limitation, to any person or entity acquiring all or substantially all of the assets or business of Collaboarator. You may not assign this Agreement or the rights and duties hereunder, in whole or in part, to any third party without the prior written consent of Collaboarator.

Severability

Should one or more provisions of these Terms of Use be found to be unlawful, void or unenforceable, such provision(s) shall be deemed severable and will not affect the validity and/or enforceability of the remaining provisions of the Terms of Use, which will remain in full force and effect.

Entire Agreement

These Terms of Use, together with the Community Guidelines, constitute the entire agreement between you and Collaboarator with respect to your use of the Platform (other than any use of Collaboarator’s APIs which may also be subject to separate [API Terms of Use]), and supersede any prior agreement between you and Collaboarator. Any modifications to this Agreement must be made in writing.

Third Party Rights

These Terms of Use are not intended to give rights to anyone except you and Collaboarator. This does not affect our right to transfer our rights or obligations to a third party as described in the Assignment to Third Parties section.

Applicable Law and Jurisdiction

Except where otherwise required by the mandatory law of the United States or any member state of the European Union

1. this Agreement is subject to the laws of the United States of America, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and excluding the principles of conflict of laws (international private law); and
2. you hereby agree, and Collaboarator agrees, to submit to the exclusive jurisdiction of the courts in Springfield, Missouri, United States for resolution of any dispute, action or proceeding arising in connection with this Agreement.
3. The foregoing provisions of this Applicable Law and Jurisdiction section do not apply to any claim in which Collaboarator seeks equitable relief of any kind. You acknowledge that, in the event of a breach of this Agreement by Collaboarator or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against Collaboarator, including with respect to Your Content, and your only remedy shall be for monetary damages, subject to the limitations of liability set forth in these Terms of Use.

Disclosures

The services hereunder are offered by Collaboarator LLC, a company organized under the laws of the state of Missouri and with its main place of business at 405 N. Jefferson Ave. Springfield, MO 65806. You may contact us by sending correspondence to the foregoing address or by emailing us at seth [at] Collaboarator.com. If you are a resident of the State of California, you may have these Terms of Use mailed to you electronically by sending a letter to the foregoing address with your electronic mail address and a request for these Terms of Use.