Terms of Service

Effective Date: January 1, 2019

Last Updated Date: February 16, 2020

PLEASE READ THIS DOCUMENT CAREFULLY. Compozly, LLC (“Compozly,” “we,” or “us”) offers an online video collaboration platform and community through its website located at Compozly.com (the “Compozly Site”) and related domains, mobile applications, desktop applications, and PC television applications (collectively, the “Compozly Service”). By registering as a member or by using the Compozly Service in any way, you accept these Terms of Service (“Agreement”), which forms a binding agreement between you and Compozly. If you do not wish to be bound by this Agreement, do not use the Compozly Service. 

BY ACCESSING OR USING THE SERVICE (DEFINED BELOW), YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS (THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND COMPANY’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY COMPANY AND YOU TO BE BOUND BY THESE TERMS.

Content

  1. Who May Use the Compozly Service
  2. License to Use the Compozly Service
  3. Privacy
  4. Membership & Users
  5. Subscriptions and Purchases
  6. Term and Termination; Account Deletion
  7. Content Restrictions
  8. Code of Conduct
  9. Licenses Granted by You
  10. Your Representations and Warranties
  11. Indemnification
  12. Third Party Copyrights and Other Rights
  13. Disclaimers
  14. Limitation of Liability
  15. Compliance Notice Pursuant to 18 U.S.C. § 2257
  16. General Provisions
  17.  Intellectual Property Policy
  18.  Communications
  19.  Feedback
  20.  User Content Disclaimers, Limitations and Prohibitions
  21.  User Disputes

1. Who May Use the Compozly Service

AGE REQUIREMENT: You must be at least 13 years old to use the Compozly Service. If you are at least 13, but are still a minor (this depends on where you live), you must have your parent or legal guardian’s permission to use the Compozly Service. Please have him or her read this Agreement with you.

NOTICE TO PARENTS AND GUARDIANS: By granting your child permission to use the Compozly Service, you agree to the terms of this Agreement on behalf of your child. You are responsible for monitoring and supervising your child’s use of the Compozly Service. If your child is using the Compozly Service and is either under 13 or does not have your permission, please contact us immediately so that we can disable his or her access. If you have questions about whether the Compozly Service is appropriate for your child, please review our Frequently Asked Questions or contact us.

WARNING: Even if you are old enough to use the Compozly Service and/or have your parent’s or guardian’s permission, some of the content available within the Compozly Service may not be appropriate for you. Some content may contain “R-rated” material, nudity, profanity, and mature subject matter. If you are under 18, do not view such content.

2. License to Use the Compozly Service

LICENSE: Compozly grants you a limited, non-exclusive license to access and use the Compozly Service for your own personal, non-commercial purposes. This includes the right to view content available on the Compozly Service. This license is personal to you and may not be assigned or sublicensed to anyone else.

COMMERCIAL USE: You may not use the Compozly Service for commercial purposes unless:

  • You are a registered Compozly user that has created an account on Compozly.com, in which case you may use and access the Compozly Service for commercial and non-commercial purposes, subject to compliance with the Compozly Guidelines; or
  • You are a small-scale non-profit, musician or composer, in which case you may use the Compozly Service to showcase or promote your own creative works.

PROFILE: You may create a Compozly profile page (your “Profile”) on the Compozly Service on which you showcase your film scores and videos, in accordance with your Compozly Settings. The music tracks you Post to your Profile will be subject to the license grants and other covenants, representations, and warranties set forth in these Terms. Profiles are public by default. You are responsible for choosing a Profile Settings for each music track on your profile. 

RESTRICTIONS: Except as expressly permitted by Compozly in writing, you will not reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble the Compozly Service. Nor will you take any measures to interfere with or damage the Compozly Service. The Compozly Service is owned and operated by Compozly. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by Company are protected by intellectual property and other laws. All Materials included in the Compozly Service are the property of Compozly. Except as expressly authorized by Compozly, you may not use of the Materials. Compozly reserves all rights to the Materials not granted expressly in these Terms of Service.

TRADEMARKS. Compozly, the Compozly logo, and other Compozly logos and product and service names are or may be our trademarks (the “Company Marks”). Without our prior written permission, and except as solely enabled by any link we provide, you may not display or use in any manner the Company Marks.

3. Privacy

Your privacy rights are set forth in our Privacy Policy, which forms a part of this Agreement. Please review the Privacy Policy to learn about:

  • What information we may collect about you;
  • What we use that information for; and
  • With whom we share that information.

4. Membership & Users

REGISTRATION: Each user of the Compozly Service is a “User.” To fully use the Compozly Service, you must register as a user by providing a user name, password, and valid email address. You must provide complete and accurate registration information to Compozly and notify us if your information changes. If you are a business, government, or non-profit entity, the person whose email address is associated with the account must have the authority to bind the entity to this Agreement. When registering, you are prohibited from selecting or using as a username: (i) a name of another person with the intent to impersonate that person; (ii) a name that is subject to any rights of a person other than you without appropriate authorization; or (iii) a name that is otherwise offensive, vulgar or obscene. For example, you may not register using the name of a musical artist (e.g., JunkieXL) unless you have the rights to such name. You represent and warrant that the information you provide to us upon registration and at all other times will be accurate and complete.

LOG-IN CREDENTIALS. You are responsible for maintaining the confidentiality of your log-in credentials and are fully responsible for all activities that occur through the use of your credentials. You must notify us immediately on our contact us page if you believe the confidentiality of your log-in credentials has been compromised or if you suspect unauthorized use of your account. We will not be liable for any loss or damage arising from unauthorized use of your credentials.

You represent and warrant that if you create an account and use the Compozly Service on behalf of a business entity (e.g., a corporation), then you have the authority to bind the business entity in legal agreements and contracts and, by using the Compozly Service, bind such business entity to these Terms of Service.

USER NAME: We encourage you to use your real name. If you are a business, government, or non-profit entity, you must use the actual name of your organization. You may not use someone else’s name, a name that violates any third party right, or a name that is obscene or otherwise objectionable.

ACCOUNT SECURITY: You are responsible for all activity that occurs under your account, including any activity by unauthorized users. You must not allow others to use your account. You must safeguard the confidentiality of your password. If you are using a computer that others have access to, you must log out of your account after using the Compozly Service. If you become aware of an unauthorized access to your account, you must change your password and notify us immediately.

5. Subscriptions and Purchases

PAYMENT: By using the Compozly Service, you agree to that Compozly reserves the right to accept, hold and distribute money to registered Compozly users in any manner that the company sees fit.

CANCELATION AND REFUNDS: Users who purchase annual subscriptions have thirty (30) days after their purchase to cancel and receive a full refund. Users who purchase monthly subscriptions have five (5) days after purchase to cancel and receive a full refund. After the cancelation period ends, all purchases are final and all fees paid are non-refundable, even if your account is later terminated by Compozly. If you have questions, please contact us.

RENEWALS: Subject to the terms hereof, you may choose to renew your subscription at the end of the subscription period. By default, all subscriptions are set to automatically renew for the same period of time as the original subscription. You may decline to renew at any time prior to the commencement of a renewal subscription. Compozly reserves the right to deny subscriptions, renewals, and other purchases for any reason. Unused storage, plays, and other limits do not roll over to subsequent subscription periods.

END OF SUBSCRIPTION: When a Compozly subscription ends, the account automatically becomes a Basic (free) account and Compozly may disable access to or delete any content to comply with Basic account limits.

OTHER PURCHASES: Purchases of other products and services through the Compozly Service may be subject to other terms and conditions that are presented to you at the time of purchase.

6. Terms, Termination and Account Deletion

TERM: These Terms of Service are effective beginning when you accept the Terms or first access or use the Service, and ending when terminated as described below.

These Terms of Service, including the Compozly Privacy Policy, each, an “Ancillary Terms”) constitute the entire agreement between you and us concerning your use of the Service. If there is a conflict between any Ancillary Terms and these Terms, the Ancillary Terms will govern solely to the extent of the conflict. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, then you and us nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. Washington law governs these Terms and your use of the Service. You and Compozly, LLC submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Seattle, Washington for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in Washington, and we make no representation that Materials included in the Compozly Service are appropriate or available for use in other locations. The provisions of these Terms of Service that are intended to survive the termination of these Terms by their nature will survive the termination of these Terms.

ACCOUNT DELETION: You may delete your account at any time. Basic accounts may be deleted from the Compozly Service if they remain inactive (i.e., the user fails to log in) for a continuous period of at least six (6) months. Subscription accounts will remain active until the end of the subscription term and any renewal term.

TERMINATION: Compozly may suspend, disable, or delete your account (or any part thereof) or block or remove any content you submitted if Compozly determines that you have violated any provision of this Agreement or that your conduct or content would tend to damage Compozly’s reputation and goodwill. Compozly reserves the right to reject any username or to terminate your username and give such username to another user of the Compozly Service in our sole discretion, and without any liability to you. We also reserve the right to create verified User accounts and to require additional information from you in order to provide you with a verified User account. If Compozly deletes your account for the foregoing reasons, you may not re-register for the Compozly Service. Compozly may block your email address and Internet protocol address to prevent further registration.

EFFECT OF TERMINATION/ACCOUNT DELETION: Upon termination, all licenses granted by Compozly will terminate. Sections 6 and 11 though 16 shall survive termination. In the event of account deletion for any reason, content that you submitted may no longer be available. Compozly shall not be responsible for the loss of such content.

7. Content Restrictions

You may not upload, post, or transmit (collectively, “submit”) any video, image, text, audio recording, or other work (collectively, “content”) that:

  • Infringes any third party’s copyrights or other rights (e.g., trademark, privacy rights, etc.);
  • Contains sexually explicit content or pornography (provided, however, that non-sexual nudity is permitted);
  • Contains hateful, defamatory, or discriminatory content or incites hatred against any individual or group;
  • Exploits minors;
  • Depicts unlawful acts or extreme violence;
  • Depicts animal cruelty or extreme violence towards animals;
  • Promotes fraudulent schemes, multi level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures; or
  • Violates any law.

All videos you submit must also comply with the Compozly Guidelines, which are incorporated into this Agreement.

8. Code of Conduct

In using the Compozly Service, you must behave in a civil and respectful manner at all times. Further, you will not:

  • Act in a deceptive manner by, among other things, impersonating any person;
  • Harass or stalk any other person;
  • Harm or exploit minors;
  • Distribute “spam”;
  • Collect information about others; or
  • Advertise or solicit others to purchase any product or service within the Compozly Site (unless you are an official Compozly partner or advertiser and have a written agreement with Compozly).

Compozly has the right, but not the obligation, to monitor all conduct on and content submitted to the Compozly Service.

9. Licenses Granted by You

9.1 Videos

LICENSE TO COMPOZLY: As between you and Compozly, you own the video content (“videos”) that you submit to the Compozly Service. By submitting a video, you grant Compozly and its affiliates a limited, worldwide, non-exclusive, royalty-free license and right to copy, transmit, distribute, publicly perform and display (through all media now known or hereafter created), and make derivative works from your video for the purpose of (i) displaying the video within the Compozly Service; (ii) displaying the video on third party websites and applications through a video embed or Compozly’s API subject to your video privacy choices; (iii) allowing other users to play, download, and embed on third party websites the video, subject to your video privacy choices; (iii) promoting the Compozly Service, provided that you have made the video publicly available; and (iv) archiving or preserving the video for disputes, legal proceedings, or investigations.

LICENSE TO OTHER USERS: You further grant all users of the Compozly Service permission to view your videos for their personal, non-commercial purposes. This includes the right to copy and make derivative works from the videos solely to the extent necessary to view the videos. The foregoing licenses are in addition to any license you may decide to grant (e.g., a Creative Commons license).

DURATION OF LICENSES: The above licenses will continue unless and until you remove your videos from the Compozly Service, in which case the licenses will terminate within a commercially reasonable period of time. Notwithstanding the foregoing, the license for legal archival/preservation purposes will continue indefinitely. Please note that removed videos may be cached in search engine indices after removal and that Compozly has no control over such caching.

9.2 Non-video Content

As between you and Compozly, you own all non-video content that you submit to the Compozly Service. You grant Compozly and its affiliates a worldwide, perpetual, irrevocable, non-exclusive, royalty-free license and right to copy, transmit, distribute, publicly perform and display (through all media now known or hereafter created), and make derivative works from your non-video content. In addition, you waive any so-called “moral rights” in your non-video content. You further grant all users of the Compozly Service permission to view your non-video content for their personal, non-commercial purposes. If you make suggestions to Compozly on improving or adding new features to the Compozly Service, Compozly shall have the right to use your suggestions without any compensation to you.

10. Your Representations and Warranties

For each piece of content that you submit, you represent and warrant that: (i) you have the right to submit the content to Compozly and grant the licenses set forth above; (ii) Compozly will not need to obtain licenses from any third party or pay royalties to any third party; (iii) the content does not infringe any third party’s rights, including intellectual property rights and privacy rights; and (iv) the content complies with this Agreement and all applicable laws.

WE CLAIM NO OWNERSHIP. You or a third-party licensor, as appropriate, retain all intellectual property rights to the User content you post to the Compozly Service. This also means that you are responsible for protecting any of your rights in your User Content (including any User who violates the license you grant to such other User pursuant to Section 5.h (e.g., a User who Uses music from a Compozly collaboration for commercial purposes)), and we need not enforce a violation of these Terms by another User as it pertains to your User content, although we reserve the right to terminate the rights of such Users to use the Service.

SPECIFIC RIGHTS FOR MUSICAL WORKS. If you are a composer or author of a musical work and have affiliated with a PRO, then you must notify your PRO of the royalty-free license you grant through these Terms of Service to us. You are solely responsible for ensuring your compliance with the relevant PRO’s reporting obligations. If you have assigned your rights to a music publisher, then you must obtain the consent of such music publisher to grant the royalty-free license(s) set forth in these Terms of Service or have such music publisher enter into these Terms with us. Just because you authored a musical work (e.g., wrote a song) does not mean you have the right to grant us the licenses in these Terms of Service. All of the rights you grant in these Terms are provided on a through-to-the-audience basis, meaning the owners or operators of Third Party Sites will not have any separate liability to you or any other third party for User Content Posted or Used on such Third Party Sites via the Service.

11. Indemnification

You will indemnify, defend, and hold harmless Compozly and its affiliates, directors, officers, employees, and agents, from and against all third party actions that: (i) arise from your activities on the Compozly Service; (ii) assert a violation by you of any term of this Agreement; or (iii) assert that any content you submitted to Compozly violates any law or infringes any third party right, including any intellectual property or privacy right.

12. Third Party Copyrights and Other Rights

Compozly respects the intellectual property rights of others. If you believe that your copyright has been infringed, please send us a notice as set forth in our Copyright and DMCA Policy, which is incorporated into this Agreement. For other intellectual property claims, please send us a notice at our Contact page.

13. Disclaimers

Compozly reserves the right to modify the Compozly Service. Compozly reserves the right to change these Terms of Service on a going-forward basis at any time, effective as of posting. Please check these Terms periodically for changes. However, if a change to these Terms materially modifies your rights or obligations, you may be required to accept the modified Terms in order to continue to use the Compozly Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

You are responsible for providing your own access (e.g., computer, mobile device, Internet connection, etc.) to the Compozly Service. Compozly has no obligation to screen or monitor any content and does not guarantee that any content available on the Compozly Service complies with this Agreement or is suitable for all users.

Compozly provides the Compozly Service on an “as is” and “as available” basis. You therefore use the Compozly Service at your own risk. Compozly expressly disclaims any and all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any other warranty that might arise under any law. Without limiting the foregoing, Compozly makes no representations or warranties:

  • That the Compozly Service will be permitted in your jurisdiction;
  • That the Compozly Service will be uninterrupted or error-free;
  • Concerning any content submitted by any member;
  • Concerning any third party’s use of content that you submit;
  • That any content you submit will be made available on the Compozly Service or will be stored by Compozly;
  • That the Compozly Service will meet your business or professional needs;
  • That Compozly will continue to support any particular feature of the Compozly Service; or
  • Concerning sites and resources outside of the Compozly Service, even if linked to from the Compozly Service.

To the extent any disclaimer or limitation of liability does not apply, all applicable express, implied, and statutory warranties will be limited in duration to a period of thirty (30) days after the date on which you first used the Compozly Service, and no warranties shall apply after such period.

DISCLAIMER OF WARRANTIES: TO THE FULLEST EXTENT PERMITTED BY LAW, (A) THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS AND (B) COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, OTHER THAN THOSE IMPLIED BY LAW, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, 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. COMPANY DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND COMPANY DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

14. Limitation of Liability and Indemnification

To the fullest extent permitted by law: (i) Compozly shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses; and (ii) Compozly’s total liability to you shall not exceed the amounts paid by you to Compozly over the twelve (12) months preceding your claim(s).

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, PARTNERS ,AND LICENSORS (COLLECTIVELY, “COMPOZLY 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 MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY COMPOZLY ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

EXCEPT AS PROVIDED IN SECTION 18 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE COMPOZLY 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 $100 AND THE AMOUNTS YOU HAVE PAID TO COMPANY, IF ANY, DURING THE SIX-MONTH PERIOD PRIOR TO THE DATE OF YOUR CLAIM AGAINST US.

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 15 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE

To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify the Compozly Entities from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right (including, without limitation, in connection with any use of User Content or a Sound); or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you will cooperate with our defense of those claims.

Third-Party Services. The Compozly Service may link to websites owned by third parties (“Third Party Sites”). If you use these links, then you will leave the Service. Some Third Party Sites may use Materials (defined below) under a license from us. We are not responsible for these Third Party Sites, whether or not we are affiliated with such Third Party Sites. Through our use, we do not endorse the organizations sponsoring such Third Party Sites or their products or services. We are not responsible or liable for any loss or damage of any sort incurred as a result of any such dealings you may have on or through a Third Party Site or as a result of the presence of any third-party advertising on the Service.

15. Compliance Notice Pursuant to 18 U.S.C. § 2257

All pictures, graphics, videos, and other visual media displayed on the Compozly Service are exempt from 18 U.S.C. § 2257 and 28 C.F.R. 75 because they do not consist of depictions of conduct as specifically listed in 18 U.S.C. § 2256 (2) (A) – (D), but are merely, at most, depictions of non-sexually explicit nudity, or are depictions of simulated sexual conduct, or are otherwise exempt because the visual depictions were created prior to July 3, 1995. Compozly is not the primary producer of the visual content contained in the Compozly Service.

16. General Provisions

GOVERNING LAW: This Agreement shall be governed by the laws of the State of Washington, United States of America, without regard to principles of conflicts of law. The Uniform Commercial Code, the Uniform Computer Information Transaction Act, and the United Nations Convention of Controls for International Sale of Goods shall not apply.

DISPUTES: Any action arising out of or relating to this Agreement or your use of the Compozly Service must be commenced in the state or federal courts located in Seattle, Washington, United States of America (and you consent to the jurisdiction of those courts). In any such action, Compozly and you irrevocably waive any right to a trial by jury.

INTERPRETATION; SEVERABILITY; WAIVER; REMEDIES: Headings are for convenience only and shall not be used to construe the terms of this Agreement. If any term of this Agreement is found invalid or unenforceable by any court of competent jurisdiction, that term will be severed from this Agreement. No failure or delay by Compozly in exercising any right hereunder will waive any further exercise of that right. Compozly’s rights and remedies hereunder are cumulative and not exclusive.

SUCCESSORS; ASSIGNMENT; NO THIRD PARTY BENEFICIARIES: This Agreement is binding upon and shall inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. You may not assign this Agreement without Compozly’s prior written consent. No third party shall have any rights hereunder.

NOTICES: You consent to receive all communications including notices, agreements, disclosures, or other information from Compozly electronically. Compozly may provide all such communications by email or by posting them on the Compozly Service. For support-related inquiries, you may contact us. You may send notices of a legal nature to Compozly at legal[at]Compozly[dot]com or the following address:

Compozly, LLC
3907 Whitman Ave N

Seattle, WA 98103

Nothing herein shall limit Compozly’s right to object to subpoenas, claims, or other demands.

MODIFICATION: This Agreement may not be modified except by a revised Terms of Service posted by Compozly on the Compozly Site or a written amendment signed by an authorized representative of Compozly. A revised Terms of Service will be effective as of the date it is posted on the Compozly Site.

ENTIRE AGREEMENT: This Agreement incorporates the following documents by reference:

This Agreement constitutes the entire understanding between Compozly and you concerning the subject matter hereof and supersedes all prior agreements and understandings regarding the same. Notwithstanding the foregoing, this Agreement does not govern any use of Compozly’s application protocol interface (API), which is governed by our API agreement.

17. Intellectual Property Policy

a. We respect the intellectual property of others and takes the protection of intellectual property seriously, and we ask our Users to do the same. Infringing activity will not be tolerated on or through the Compozly Service. Our intellectual property policy is to (i) remove material that we believe in good faith, upon notice from an intellectual property owner or their agent, is infringing the intellectual property of a third party by being made available through the Compozly Service, and (ii) remove any User Content posted to the Service by “repeat infringers.” We consider a “repeat infringer” to be any User that has uploaded User Content to the Service and for whom we have received more than two takedown notices compliant with the provisions of 17 U.S.C. § 512(c) with respect to such User Content. We have discretion, however, to terminate the account of any User after receipt of a single notification of claimed infringement or upon our own determination.

b. The DMCA provides recourse for intellectual property owners who believe that material appearing on the Internet infringes their rights under U.S. law. If you believe in good faith that materials posted on the Service infringe your intellectual property rights, then you (or your agent) may send us a “Notification of Claimed Infringement” requesting that the material be removed, or access to it blocked. The notice must include the following information:

(i) A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed;

(ii) Identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the Service are covered by a single notification, a representative list of such works);

(iii) Identification of the specific material alleged to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material on the Service;

(iv) Your name, address, telephone number, and email address (if available);

(v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, then the DMCA permits you to send us a counter-notice.

c. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the Service should be sent to:

Compozly, LLC
3907 Whitman Ave N

Seattle, WA 98103

d. Counter Notification. If you receive a notification from us that User Content you made available on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide us with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to our Designated Agent through one of the methods identified in Section 10.c, and include substantially the following information

(i) A physical or electronic signature of the subscriber;

(ii) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

(iii) A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and

(iv) The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which we may be found, and that the subscriber will accept service of process from the person who provided notification under Section 10.b above or an agent of such person. A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.

e. False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides that:

f. Any 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).

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.

18. Communications

By using the Compozly Service or providing personal information to us, you agree that we may communicate with you electronically regarding security, privacy, customer service, and other administrative issues relating to your use of the Compozly Service. If we learn of a security system’s breach, then we may attempt to notify you electronically by posting a notice on the Service or sending an email to you. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to us on our contact us page.

19. Feedback

If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you grant Compozly, LLC an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.

20. User Content Disclaimers, Limitations, and Prohibitions

a. We do not represent or guarantee the truthfulness, accuracy, or reliability of User Content. You accept that any reliance on material posted by other Users or third-party service providers will be at your own risk. By using the Service you accept the risk that you might be exposed to content that is objectionable or otherwise inappropriate.

b. You are solely responsible for your User Content on the Service. You assume all risks associated with your User Content, including anyone’s reliance on its quality, accuracy, or reliability. You may expose yourself to liability if, for example, your User Content contains material that is false, intentionally misleading, or defamatory; violates third-party rights; or contains material that is unlawful or advocates the violation of any law or regulation. Additionally, you are solely responsible for maintaining backup copies of any User Content you upload to the Service. We are not responsible for the deletion or unavailability of any User Content.

c. You may use the Service only for its intended purpose. You must use the Service in compliance with all privacy, data protection, intellectual property, and other applicable laws. In using the Service, you may not:

(i) interfere with security-related features of the Service, including by: (A) disabling or circumventing features that prevent or limit use or copying of any content; or (B) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;

(ii) interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (A) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (B) making any unsolicited offer or advertisement to another user of the Service; (C) collecting personal information about another user or third party without consent; or (D) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;

(iii) perform any fraudulent activity including impersonating any person or entity, or claiming a false affiliation

(iv) disclose personal information about another person or harass, abuse, or Post objectionable, pornographic, harmful, offensive, or obscene material;

(v) sell, transfer, or assign any of your rights to use the Service to a third party without our express written consent;

(vi) use the Service in an illegal way or in violation of any applicable law or that otherwise results in fines, penalties, and other liability to us or others;

(vii) violate, or encourage others to violate, any right of a third party (including by infringing or misappropriating any third party intellectual property right); or

(viii) assist or permit any persons in engaging in any of the activities described above.

21. User Disputes

We are not responsible for any disputes or disagreements between you and any third party you interact with using the Service, including Users. You assume all risk associated with dealing with third parties. You agree to resolve disputes directly with the other party. You release us of all claims, demands, and damages in disputes among Users of the Service and will not involve us in such disputes. Use caution and common sense when using the Service and dealing with other Users.

END OF DOCUMENT.

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