Calm and Collected Music Inc. Terms of Service
As of December 1 2022
Calm and Collected LLC, a New York limited liability company d/b/a Calm and Collected Music Group (“Company”, “we” or “us”) provides access to the Company website currently located at www.calmandcollectedmusic.com and any related features, functionality, services, applications made available by us (collectively, “Service”). These terms and conditions (“Terms”) govern your access and use (as a registered user or otherwise) of the Service. By accessing or using the Service, you accept and agree to be bound by these Terms. If you do not agree, you may not access or use the Service. If you are entering into these Terms on behalf of one or more other people, a group, or a company or other entity, then by accepting these Terms you represent and warrant to us that you are duly authorized to do so on behalf of all such person(s)/entity(ies) and to bind them to these Terms and that Company is fully entitled to rely on such fact (in which case, the term "you" includes all such people and entities) in our performance under these Terms. Use of the Service may be subject to additional terms and conditions presented by Company, which are hereby incorporated by this reference into these Terms.
- Terms of Access and Use. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, nontransferable license to access and use the Service, and by doing so, you represent and warrant that you are over eighteen (18) years of age. The rights granted to you by these Terms may be revoked by Company at any time, in its sole discretion.
- Registration; Service Options.
- We provide numerous Service options. Subject at all times to these Terms, (i) you will have the ability to browse through and listen to the selection of sound recordings and musical compositions embodied therein (collectively, “Tracks”), (ii) you may, through Paid Subscription, create playlists and download the Tracks for your personal non-commercial use, and (iii) you may engage us to (A) create curated playlists of Tracks designed for your brand for streaming as commercial background music for your brick and mortar and/or digital business, and (B) create customized sound recordings and musical compositions for commercial use in connection with your business (“Enterprise Content”). If you are interested in using any of the Tracks for commercial purposes and engaging us to create Enterprise Content, you and Company shall negotiate in good faith and enter into a long form agreement (each, “Enterprise Agreement”), and we shall invoice you directly in connection with all applicable fees in accordance with the terms of the Enterprise Agreement.
- Certain Service options are provided free-of-charge, while other options require payment before they can be accessed ("Paid Subscription"). To access these premium features, you may purchase a Paid Subscription directly from Company upon registering for your Account by paying a subscription fee plus applicable taxes (“Subscription Fees”) in advance on a monthly basis or some other recurring interval disclosed to you prior to your purchase. Your initial subscription term starts on the date that the Subscription Fees due have been paid in full, and you will be responsible for all monthly charges required to maintain your Account.
- All Subscription Fees will be determined by us in our sole discretion, and are not refundable. We may decide to change the Subscription Fees due in connection with your Account access, but we will give you advance notice of such changes giving you the option to cancel your Account prior to such increased fees going into effect. Price changes will take effect at the start of the next subscription period following the date of the price change and, by continuing to use the Service after the price change takes effect, you will have accepted the new price. If you do not agree to a price change, you can reject the change by unsubscribing from the applicable Paid Subscription prior to the price change going into effect. We reserve the right to suspend or cancel your Account if you fail to pay the associated Subscription Fees.
- We shall also have the right to charge to your Account any applicable taxes, and other charges and fees incurred in order to access your Account. Tax rates are based on the rates applicable at the time of your monthly charge. These amounts can change over time with local tax requirements in your country, state, territory, county, or city. Any change in tax rate will be automatically applied based on the account information you provide.
- Paid Subscription will automatically renew at the end of the applicable subscription period, unless you cancel your Paid Subscription before the end of the then-current subscription period. You may cancel your Paid Subscription at any time, by following the instructions on the Service. The cancellation will take effect the day after the last day of the current subscription period, and you will be downgraded to the free version of the Service. We do not provide refunds or credits for any partial subscription periods, except as expressly stated in these Terms.
- Content; Ownership.
- By using the Service you may have access to and/or the ability to search for and stream or download certain content owned or controlled by third parties, including, without limitation, sound recordings, musical compositions embodied within such sound recordings, videos, album artwork, artist images, photographs, metadata and other materials (collectively, “Digital Content”). Subject to your compliance with these Terms, Company hereby grants you a limited, non-transferable, non-sublicensable, non-assignable, revocable license to access and use the Services and any content contained therein (including, without limitation, any Digital Content) solely for personal and non-commercial use, except with respect to rights you may acquire subject to a fully-executed Enterprise Agreement. Except as specifically described in these Terms or as otherwise provided in a fully-executed Enterprise Agreement, the license granted herein does not include the right to download, copy, reproduce, extract data from (including through data mining, web crawling, or other techniques), or modify; sell, re-sell, or commercially use or re-use (including via any time sharing, service bureau, or similar method); or create any derivative works of our website, the Services, or any content available therein.
- You agree that the Digital Content is specifically provided by Company or its third party partners solely for your use in accordance with these Terms and that such Digital Content is protected by any and all Intellectual Property Rights (as defined below) of Company or its third party partners. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Tracks and/or Digital Content accessed through the Service. You shall not sell, license, rent, or otherwise use or exploit any Tracks and/or Digital Content for commercial use except as specifically described in these Terms or as otherwise provided in a fully-executed Enterprise Agreement. For purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter exist.
- As between you and us, we retain all right, title and interest in and to the Service, and all related Intellectual Property Rights. All rights in and to the Service not expressly granted herein are reserved. All trademarks, logos and service marks (“Marks”) displayed on the Service are either our property, or the property of third parties. You are not permitted to use these Marks without our prior written consent, or the consent of such third party owner of the Mark(s). All rights in and to the Tracks and Digital Content not expressly granted herein are reserved by either us or our third party partners, as applicable, and our third party partners retain all right, title and interest in and to their Tracks and Digital Content, and all related Intellectual Property Rights. You may have the opportunity to submit data, text, files, information, images, graphics, photos, profiles, audio and video clips, sounds, applications, links and other content or materials (collectively, "User Content") on the Service. By uploading, submitting or displaying User Content on any part of the Service, you automatically grant, and you represent and warrant that you have the right to grant, to us an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), transmit, and distribute such User Content for any purpose on or in connection with the Service.
- Feedback. To the extent you provide us with any feedback, suggestions or other content regarding the Service, including, but not limited to, reviews and comments made, submitted, or posted by you through the Service (“Feedback”), you hereby assign to us all rights in the Feedback and agree that we shall have the right to use such Feedback and related information in any manner we deem appropriate. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You shall not submit to us any information or ideas that you consider to be confidential or proprietary.
- Acceptable Use. By accepting the Terms and using the Service, you agree not to:
- create a false identity for the purpose of misleading others, provide any false information, impersonate any person or entity, falsely state or misrepresent your affiliation with a person or entity, or otherwise provide any false or misleading information to Company, any of its third party partners or any other user, or engage in fraudulent activity of any kind;
- modify, transmit, exploit or delete any author attributions, legal notices, or proprietary designations or labels on any Digital Content you obtain access to, including via Paid Subscription;
- modify, transmit, exploit or delete information, personal data or content that you do not have a right to use, alter or make available under any law or under contractual or fiduciary relationships, or use such information, personal data and content in a manner that infringes or otherwise misappropriates the rights of any third party;
- advocate, communicate, publish or share information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, unlawfully pornographic or indecent, contain extreme acts of violence or terrorist activity, or otherwise objectionable content that may be deemed to constitute “hate speech”;
- make any use of the Tracks, Digital Content, Enterprise Content, Marks or User Content that would infringe the Intellectual Property Rights of Company or any third party therein;
- violate any local, state, national or international law or regulation, or share any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);
- rent, transfer, assign, resell or sublicense access to the Services to any third-party;
- register, subscribe, or unsubscribe or attempt to register, subscribe, or unsubscribe, any individual or entity for any Services without express authorization from such individual or entity;
- decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any component of the Service is compiled or interpreted, and nothing in these Terms should be interpreted as granting you any right to obtain or use source code;
- copy, reproduce, distribute, republish, download, display, post, or transmit the Service or any content made available to you in connection with which you are not authorized to copy, reproduce, distribute, republish, download, display, post, or transmit, in any form or by any means; or
- interfere with or disrupt the Service or servers or networks connected to the Services, disobey any requirements, procedures, policies or regulations of networks connected to the Service, or use any high volume, automated, or electronic means to access or disrupt the Service including, without limitation, viruses, Trojan horses, worms, time bombs, cancel-bots, corrupted files, or any other similar software or programs that may damage the operation of the website, the Service, another’s devices, or property of another, or use any robot, spider, scraper, or other automated or manual means to access the Service, or copy any content or information on the Service.
- Modifications. We may change these Terms from time to time, and expect to do so as we evolve and expand the Service. Any such changes will become effective immediately upon your consent thereto. Continuing use of the Service after changes to the Terms have been posted shall be deemed consent to the changes. If you object to any such changes, your sole recourse will be to cease using the Service. Continued use of the Service following posting of any such changes will indicate your acknowledgement of such changes and your agreement to be bound by the revised Terms, inclusive of such changes. From time to time, we may make new features or services available on the Service. Any new services or features will be deemed part of the Service hereunder, and shall be subject to these Terms and any additional terms and conditions for such services.
- Hold Harmless and Limited Liability.
- You agree to use the Service at your own sole risk, and agree to indemnify and hold harmless Company, its third party partners and its licensors and/or any of our or their respective successors and assigns from any and all liability, harm, damages, costs (including attorneys’ fees and legal and court costs), expenses, allegations, claims and legal action of any kind at any time or of any sort that may arise from your use of the Service and/or any violation of these Terms or of applicable law. Your agreement to these Terms shall permanently and wholly bar you from any legal action of any sort towards Company for the use of the Service or any resultant effects of any sort, shape, kind or type, including any statutory and/or tort actions, specifically inclusive of any legal, action of any type, kind, or sort.
- THE SERVICE AND ALL INFORMATION, TRACKS, DIGITAL CONTENT AND MATERIALS PROVIDED VIA THE SERVICE ARE PROVIDED "AS IS". WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE FITNESS FOR A PARTICULAR USE OR PURPOSE, OR ANY OTHER WARRANTY, CONDITION, GUARANTY, OR REPRESENTATION, INCLUDING BUT NOT LIMITED TO THE ACCURACY, TIMELINESS OR USEFULNESS OF ANY INFORMATION OR MATERIALS PROVIDED VIA THE SERVICE. WE CANNOT GUARANTEE THAT ACCESS TO OR USE OF THE SERVICE WILL BE CONTINUOUS, UNINTERRUPTED, ERROR-FREE OR SECURE. WE EXPRESSLY DISCLAIM ALL WARRANTIES TO THE FULLEST EXTENT OF THE LAW.
- NEITHER COMPANY NOR ANY OF OUR MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, REPRESENTATIVES, AGENTS, PREDECESSORS, SUCCESSORS, LICENSORS OR ASSIGNS SHALL BE RESPONSIBLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES INCURRED IN CONNECTION WITH USE OF, OR INABILITY TO USE, THE SERVICE OR ANY OF THE INFORMATION OR MATERIALS PROVIDED ON THE SERVICE, OR ANY DAMAGE OR LOSS, INTERRUPTIONS, ERRORS, DEFECTS, OR DELAYS IN PERFORMANCE, REGARDLESS OF THE CLAIM AS TO THE NATURE OF THE CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. OUR AGGREGATE LIABILITY, AND THE AGGREGATE LIABILITY OF THE RIGHTS HOLDERS AND OUR OTHER LICENSORS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO $100. THE FOREGOING IS APPLICABLE TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.
- Copyright Claims. If you believe that any content on our Service infringes upon your copyright(s), please send an e-mail or other written notice to our Designated Copyright Agent using the contact information provided below (each, a “Notice”). All Notices should meet the requirements of the Digital Millennium Copyright Act (DMCA) 17 U.S.C. § 512(c)(3) (“DMCA”) and include the following information:
- an electronic or physical signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
- identification of the copyrighted work claimed to have been infringed;
- a description of where the material that you claim is infringing is located on the Service, and information reasonably sufficient to permit us to locate the material;
- your address, telephone number, and e-mail address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- a statement by you, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Our designated Copyright Agent for notice of claims of copyright infringement is:
Copyright Compliance Department
Calm and Collected LLC d/b/a Calm and Collected Music Group
Calm and Collected LLC,
59 Herbert Street, #4,
Brooklyn, NY 11222
In accordance with the DMCA and other applicable law, Company has adopted a policy of terminating, in appropriate circumstances and in Company’s sole discretion, users who are deemed to be repeat infringers. For the avoidance of doubt, the foregoing sentence in no way limits Company’s right to limit access to the Service and/or terminate the accounts of any users for any reason, in Company’s sole discretion, including, without limitation, in the case of users who infringe, or allegedly infringe, any Intellectual Property Rights of others, whether or not there is any repeat infringement.
Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notice. Thus, if you are not sure that material located on or linked to by the Service infringes your copyright, you should consider first contacting an attorney.
- Third-Party Services and Devices. The Service may be integrated with, or may otherwise interact with, third-party applications, websites, and services (such as, Company’s third party payment partner, Stripe, Inc. located at www.stripe.com) as well as third-party personal computers, mobile handsets, tablets, wearable devices, speakers, and other devices. Your use of such third-party services and devices may be subject to additional terms, conditions, and policies provided to you by the applicable third party. Company does not guarantee that third party applications and devices will be compatible with the Service.
- Termination. We reserve the right to terminate these Terms (including any additional terms and conditions incorporated herein), your Account, and your access to the Service at any time without notice. Company may or suspend your access to the Service at any time if we believe you have breached any of these Terms or if we believe necessary to comply with applicable law. You may cease using the Service and/or delete your Account at any time, for any reason, by following the instructions on the Service. Your rights under these Terms will automatically and immediately terminate if you fail to comply with your promises and obligations stated in these Terms. Upon termination, you may not continue accessing or using the Service. If you or Company terminate these Terms, or if Company suspends your access to the Service or your Account, you agree that Company shall have no liability or responsibility to you, and (except as expressly provided in these Terms) Company will not refund any amounts that you have already paid.
- Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, as such applies to contracts made and performed entirely within the State of New York. In the event of any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity of this Agreement, it shall be finally resolved by confidential binding arbitration in accordance with the rules of the American Arbitration Association applying the substantive law of the state of New York, without regard to any conflict of law provisions. The arbitration will take place in New York, New York and be governed by the United States Federal Arbitration Act, 9 U.S.C. § 1 et seq., administered in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered by any court with jurisdiction. Each party will bear its own legal expenses and attorney’s fees in the arbitration. The arbitration will be held in a location in New York County, New York selected by us. You further agree as follows: (a) any claim brought to enforce this Agreement must be commenced within two (2) years of the cause of action accruing; (b) no recovery may be sought or received for damages other than out-of-pocket expenses; and (c) any claim must be brought individually and not consolidated as part of a group or class action complaint. If this specific provision is found to be unenforceable, then (i) the entirety of this arbitration provision shall be null and void, but the remaining provisions of these Terms shall remain in full force and effect; and (ii) exclusive jurisdiction and venue for any claims will be in state or federal courts in New York. Notwithstanding any other provision of this section, Company may bring suit in a court of competent jurisdiction for equitable relief from your alleged breach of your obligations without first arbitrating the issue.