TERMS OF USE 
(EFFECTIVE AS OF NOVEMBER 1, 2015)

PLEASE READ CAREFULLY

This Terms of Use Agreement (this “Agreement”) is a legal agreement between you and Crucial Music Corporation d/b/a CrucialCustom (“Crucial,” “we,” “us,” or “our”) providing, among other things, the terms and conditions for your use of Crucial’s commercial music creation, evaluation, distribution, and licensing service (collectively, the “Crucial Service”), including but not limited to delivery via our web site www.crucialcustom.com (the “Site”) or otherwise.

THIS AGREEMENT CONTAINS WARRANTY AND LIABILITY DISCLAIMERS. BY USING, ORDERING AND/OR SUBSCRIBING TO THE CRUCIAL SERVICE, YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT ANY MODIFICATIONS, ADDITIONS, OR DELETIONS. IF YOU DO NOT AGREE TO THE TERMS OF USE CONTAINED IN THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO ACCESS THE SITE OR USE THE CRUCIAL SERVICE.

  1. Modification. Sometimes changes in the law or changes in the relationships between Crucial and our content providers (including but not limited to artists, song writers, record labels, music publishers, and other third-party rights holders) will require us to modify this Agreement, which we may do from time to time. The most up-to-date version of the amended Agreement can always be found at https://www.crucialcustom.com/page/tos. It is your responsibility to regularly check this Site to determine if there have been changes to this Agreement and to review such changes. Your continued use of the Site more than 30 days following any modification to this Agreement shall be conclusively deemed an acceptance of all such modification(s). If you do not agree to the amended Agreement or otherwise cannot comply with it, you must stop using the Crucial Service or, if applicable, cancel your Crucial Service subscription.

  2. Eligibility to Use the Service.
    1. In order to use the Crucial Service, you must be at least 18 years of age and a resident of a country in which Crucial is legally authorized to operate the Crucial Service. You represent that you are at least 18 years old, and that you have read, understood, and agree to be bound by this Agreement. If you are not at least 18 years old, or you do not agree to all the terms and conditions of this Agreement, please leave the Site and do not attempt to access or use the Crucial Service. Use of this Site and the Crucial Service is void where prohibited.

    2. Notwithstanding any descriptions or representations on the Crucial Service, not all the features of the Crucial Service may be available in your country. You are also responsible for providing the Internet service, cable modem, mobile cellular service and any other hardware and software necessary to use the Crucial Service.

  3. Registration. It is not necessary to register in order to access some elements of the Crucial Service. However, in order to access low-resolution mp3 files of musical content available for licensing through the Site (individually and collectively, “Tracks”), you must register and provide your name, valid email address, and password. In addition, in order to gain access to any downloadable Tracks from the Custom portion of the Crucial Service and/or high-resolution files from the pre-cleared Tracks, you must also provide your physical address and billing information, including valid credit card information. All information supplied in connection with the registration process is referred to herein as the “Registration Data.” Crucial will use your Registration Data in accordance with its privacy policy https://www.crucialcustom.com/page/custom_privacy. You acknowledge that your submission of any information to Crucial is at your own risk. Crucial does not assume any liability to you with regard to the misuse or loss of such information in any way.

  4. Control of Account. You have responsibility for maintaining the confidentiality and security of your account. You agree that you will not allow others to use or access your account. You agree to notify us immediately of any unauthorized use of your password and/or account. Crucial will not be responsible for any losses arising out of the unauthorized use of your Registration Data or account.

  5. Your Content. You are solely responsible for the photos, profiles, messages, notes, text, information, music, video, advertisements, listings, links, and other content that you upload, publish or display (hereinafter, “post”) on or through the Site, or transmit to or share with other users of the Crucial Service (collectively the “User Content”). You may not post, transmit, or share User Content on the Site that you did not create or that you do not have permission to post and by posting, transmitting, or sharing such User Content, you represent and warrant that you have all rights thereto. You understand and agree that we may, but are not obligated to, review the Site and may delete or remove (without notice) any Site Content or User Content in our sole discretion, for any reason or no reason, including without limitation User Content that in our sole judgment violates this Agreement, or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Site or provide to us. In addition, you understand and agree that your content may be available for download either by links provided by yourself, or by third party plugins solely for the purpose of facilitating the work of artist, composer, producer, or any other person ("Creative Contributors") and is subject to the Non-Disclosure Agreement signed between Crucial and Creative Contributors. You may specifically uncheck the default setting of download capability of any content you have uploaded to our servers and/or private Vimeo channel, so that your content will not be available for download directly from Crucial. However, you acknowledge that third party plugins exist providing downloading capability of any content of which Crucial has no control over, and for which Crucial will not be responsible for, and Creative Contributors may utilize such plugins to facilitate the work subject to the Non-Disclosure Agreement.

  6. Copyright Infringement. If we receive proper written notification of alleged copyright infringement, we will promptly remove or disable access to the allegedly infringing material and terminate the accounts of repeat infringers as described herein in accordance with the Digital Millennium Copyright Act (“DMCA”). If you believe that any material on the Site infringes upon any copyright which you own or control, you may send a written notification of such infringement to info@crucialcustom.com.

  7. Repeat Infringer. In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, members who are deemed to be repeat infringers. We may also in our sole discretion limit access to the Site and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

  8. Rights Granted.
    1. Subject to the terms and conditions of this Agreement, Crucial grants to you a limited, non-exclusive, non-transferable license to access and stream Tracks (and, subject to the registration requirements set forth in Section 3, download low resolution mp3 files containing Tracks) via the Crucial Service in legally authorized jurisdictions solely for evaluation purposes, and to otherwise use the Crucial Service made available for free through the Site. No other right or interest is granted in or to the Crucial Service or any Tracks. Crucial reserves all right, title and interest not expressly granted under this license to the fullest extent possible under applicable laws. ANY USE OF THE CRUCIAL SERVICE NOT SPECIFICALLY PERMITTED UNDER THIS AGREEMENT IS STRICTLY PROHIBITED.

    2. Except as expressly permitted above, unless and until you execute a separate license and/or assignment specifically related to the Track(s) concerned and until you pay the fees associated therewith, you expressly agree that you shall not be permitted to download, reproduce, or use in any way the Tracks or other copyrighted material accessible via the Crucial Service and/or Site. Additionally, you agree that you will not:
      1. copy, store, edit, change, prepare any derivative work of, or alter in any way any of the Tracks available through the Crucial Service;

      2. make the Crucial Service available over a network (other than Crucial’s network) where it could be used by others;

      3. translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Crucial Service, a Crucial application, or any portion thereof except as expressly allowed under applicable law;

      4. circumvent any technology used by Crucial or its licensors to protect content accessible via the Crucial Service;

      5. rent, lease or sublicense any of the Crucial Service;

      6. provide your password to any other person; or

      7. use the Crucial Service in any way that violates the terms of this Agreement.

    3. You shall not attempt to contact, hire, or engage directly any Creative Contributors contributing to the creation of Tracks and/or providing creative services through the Crucial Service, nor shall you solicit such Creative Contributors to contact you by any means other than the closed chat system available through the Crucial Service or otherwise engage such Creative Contributors for any services similar to or competitive with those offered through the Crucial Service. You acknowledge and agree that doing so will cause irreparable harm to Crucial. Without limiting Crucial’s other rights or remedies and notwithstanding anything herein to the contrary, in the event of a violation of this paragraph, Crucial shall be entitled to (and you agree to pay) a fee equal to that which Crucial would have received if you and the Creative Contributor had used the Crucial Service.

  9. Changes to Crucial Service. From time to time, Crucial may make changes or updates to the Crucial Service, either at no cost or subject to additional fees, in Crucial’s sole discretion. Such changes or updates may include additional functionality or conversely, new limitations on your use of the Crucial Service. In certain circumstances, such as in the case of a security problem, Crucial may require you to install an update to certain software in order to continue using the Crucial Service. Notwithstanding anything else contained in this Agreement, Crucial will have no obligation to continue making the Crucial Service available or producing or releasing new versions of the Crucial Service or any updates thereto, or to continue making any portion of the Crucial Service free of charge. Crucial may also terminate your use of and access to the Crucial Service at any time, with or without notice to you.

  10. Proprietary Rights.
    1. As between you and Crucial, you acknowledge that Crucial retains all rights, title and interest in and to all copyrights, trademarks, trade secrets, patents and any other proprietary rights in the Crucial Service, the software and APIs comprising the Crucial Service, and all content therein, specifically including but not limited to all Tracks. Crucial, its design logo, as well as certain other Crucial trademarks, service marks, graphics, and logos, are the registered trademarks or trademarks of Crucial. The Crucial Service may also contain third-party trademarks, service marks, graphics, and logos. You are not granted any right or license with respect to Crucial trademarks or the trademarks of any third party.

    2. The Crucial Service is owned or licensed by Crucial and is protected by the copyright laws of the United States and other countries in which the Crucial Service is made available. You cannot sublicense, assign, or transfer the license granted to you under this Agreement. Any attempt to sublicense, assign, or transfer any of the rights, duties, or obligations in violation of the provisions of this Agreement is void.

  11. Payment for Service. If you elect to access any paid component of the Crucial Service, including licensing a Track and/or becoming a subscriber of the Crucial Service, you agree to pay all fees and charges associated therewith on a timely basis. All such fees and charges (including any taxes and late fees, as applicable) will be charged to your credit card. You agree to maintain valid credit card information in your account information. All sales are final and non-refundable.

  12. Credit Card Information. Crucial uses Secure Sockets Layer (SSL) encryption when collecting or transferring sensitive data such as credit card information. SSL encryption is designed to make the information unreadable by anyone but us. Credit card numbers are used only for processing payments and are not used for other purposes. Crucial uses a third-party credit card processing firm and does not store credit card information directly. Crucial may also use technology to protect the Crucial Service from unauthorized or excessive use. Your use of the Crucial Service may be limited by such technology. Additionally, Crucial reserves the right to institute additional charges for use of the Crucial Service in excess of a certain amount, in Crucial’s sole discretion. In such cases, Crucial will notify you of the fees involved and you will not be charged without your consent. IF YOU ATTEMPT TO VIOLATE OR CIRCUMVENT ANY SYSTEM OR NETWORK SECURITY COMPONENTS OR TECHNOLOGY OF THE CRUCIAL SERVICE, YOU MAY BE SUBJECT TO CIVIL OR CRIMINAL LIABILITY.

  13. Crucial’s Use of Your Email Address and Mobile Phone Number. You agree that Crucial may use your email address to send you service-related notices, including notices required by law, in lieu of postal mail. You may not opt out of service-related e-mails. We may also use your email address and mobile telephone number to send you informational emails and mobile text messages about Crucial and special offers. You may opt out of informational email by changing your account settings or by sending an email to Customer Support at info@crucialcustom.com. You may also opt out of informational email and mobile text messages by sending a request by mail to the following postal address:

    Customer Support
    Crucial Music Corporation
    12031 Ventura Blvd. Ste. 2
    Studio City, CA 91604
  14. Disclaimers. EXCEPT FOR ANY APPLICABLE GUARANTEES THAT CANNOT BE EXCLUDED UNDER LOCAL APPLICABLE LAWS:
    1. THE CRUCIAL SERVICE (INCLUDING ANY SOFTWARE CONTAINED THEREIN) AND ANY UPGRADES OR PLUG-INS AND ANY LICENSED CONTENT ARE LICENSED TO YOU “AS IS.” ANY USE OF THE CRUCIAL SERVICE WILL BE AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CRUCIAL DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. CRUCIAL MAKES NO REPRESENTATIONS OR GUARANTEES THAT THE CRUCIAL SERVICE WILL BE FREE FROM LOSS, DESTRUCTION, DAMAGE, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND CRUCIAL DISCLAIMS ANY LIABILITY RELATING THERETO.

    2. CRUCIAL MAKES NO GUARANTEES, REPRESENTATIONS, OR WARRANTIES THAT USE OR RESULTS OF THE USE OF THE CRUCIAL SERVICE WILL BE ACCURATE, RELIABLE, CURRENT, UNINTERRUPTED OR WITHOUT ERRORS. WITHOUT PRIOR NOTICE, CRUCIAL MAY MODIFY, SUSPEND, OR DISCONTINUE THE CRUCIAL SERVICE (INCLUDING ANY CONTENT) OR YOUR USE OF THEM. WHENEVER CRUCIAL ELECTS TO MODIFY, SUSPEND, OR DISCONTINUE THE CRUCIAL SERVICE, IT WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY.

    3. SOME OF THE CONTENT, PRODUCTS, AND SERVICES AVAILABLE THROUGH THE CRUCIAL SERVICE MAY INCLUDE MATERIALS THAT BELONG TO THIRD PARTIES. YOU ACKNOWLEDGE THAT CRUCIAL ASSUMES NO RESPONSIBILITY FOR SUCH CONTENT, PRODUCTS OR SERVICES.

  15. Limitations of Liability. EXCEPT FOR ANY APPLICABLE LIABILITIES OR REMEDIES THAT CANNOT BE EXCLUDED UNDER LOCAL APPLICABLE LAWS:
    1. IN NO EVENT WILL CRUCIAL BE LIABLE TO YOU FOR INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, CORRUPTION OF FILES, LOSS OF BUSINESS INFORMATION OR ANY OTHER PECUNIARY LOSS) EVEN IF CRUCIAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CRUCIAL OR OTHERS WILL CREATE A WARRANTY AND NEITHER YOU NOR ANY THIRD PARTY MAY RELY ON ANY SUCH INFORMATION OR ADVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY OR MAY NOT APPLY TO YOU.

    2. CRUCIAL’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THIS AGREEMENT WILL BE LIMITED TO THE GREATER OF TEN U.S. DOLLARS (US $10.00) OR THE TOTAL AMOUNT PAID BY YOU FOR THE APPLICABLE CRUCIAL SERVICE AT ISSUE WITHIN THE PREVIOUS CALENDAR YEAR.

  16. Indemnification. You will indemnify and hold Crucial, its directors, officers, employees, agents and licensors harmless with respect to any suits or claims arising out of your breach of this Agreement, including but not limited to, any infringement by you of the intellectual property of any third party, or any third party claims arising out of your use or misuse of the Crucial Service.

  17. Governing Law. By visiting or using the Site, you agree that the laws of the State of Tennessee, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and us or any of our affiliates. With respect to any disputes or claims not subject to arbitration (as set forth below), you agree to not commence or prosecute any action in connection therewith other than in the state and federal courts located in Nashville, Davidson County, Tennessee, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts located in Nashville, Davidson County, Tennessee.

  18. Dispute Resolution.
    1. For any dispute (excluding claims for injunctive or other equitable relief or any claim or dispute related to the enforcement or validity or either party’s intellectual property rights) where the total amount of the award sought is less than $10,000, the parties shall resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. The parties shall initiate such arbitration through an established alternative dispute resolution provider mutually agreed upon by the parties. The provider and the parties must comply with the following rules: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; (iii) any judgment on the award rendered by the arbitrator may be entered and enforced in any court of competent jurisdiction; and (iv) the decision of the arbitrator will be final except for a limited right of appeal under the Federal Arbitration Act. Any dispute resolution proceedings, whether in arbitration or court, will be conducted only on an individual basis and not in a class or representative action or as a named or unnamed member in a class, consolidated, representative or private attorney general legal action

    2. In the event of a dispute, you or Crucial must give the other a notice of dispute, which is a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the dispute, and the relief requested. You must send any notice of dispute by certified or registered mail (return receipt requested) or overnight courier providing delivery confirmation to Crucial Music, 12031 Ventura Blvd. Ste. 2, Studio City, CA 91604, with a courtesy copy to Keller Turner Ruth Andrews Ghanem & Heller, PLLC, 700 12th Avenue South, Suite 302, Nashville, Tennessee 37203, Attn: Jason L. Turner.

    3. Crucial will send any notice of dispute to you by certified or registered mail (return receipt requested) or overnight courier providing delivery confirmation to your address if we have it, or otherwise to your email address. The parties will attempt to resolve any dispute through informal negotiation within sixty (60) days from the date the notice of dispute is sent. After sixty (60) days, either you or Crucial may commence arbitration.

    4. Neither you nor Crucial will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.

    5. If the class action waiver set forth herein, or any other provision of this Section 15, is found to be illegal or unenforceable as to all or some aspects of a dispute, then that section will not apply to those aspects. Instead, those aspects will be severed and proceed in a court of law, with the remaining aspects proceeding in arbitration, and the remainder of this Section 17 will remain in full force and effect.

  19. Third-Party Links. The Crucial Service may present links to third-party Web sites or third-party services not owned or operated by us. We are not responsible for the availability of these third-party sites or services or their contents. You agree that we are not responsible or liable, directly or indirectly, for any damage or loss caused by or in connection with your use of or reliance on any content of any such third-party site or services or goods or services available through any such third-party site or service.

  20. Notifications. Crucial may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email, mobile text message, written or hard copy notice, or through conspicuous posting of such notice on the Site, as determined by Crucial in its sole discretion. Crucial reserves the right to determine the form and means of providing notifications to you, provided that you may opt out of certain means of notification as described in this Agreement.

  21. Acknowledgement. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND WILL BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THIS AGREEMENT REPRESENTS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

If you have any questions concerning this Agreement or need technical support, you can contact Crucial support by emailing info@crucialcustom.com.