Last revised on: October 2014
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY ACCESSING OR USING THIS WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND BY ALL TERMS, POLICIES AND GUIDELINES INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEBSITE.
WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION, TO MAKE CHANGES TO, AND UPDATE, THIS AGREEMENT ANYTIME. ALL SUCH UPDATES AND CHANGES SHALL COME INTO EFFECT AS SOON AS THESE ARE POSTED ON THIS WEB PAGE. YOUR CONTINUED USE OF ANY OF THE SERVICE(S) OFFERED ON THIS SITE EXPRESSES YOUR IMPLIED CONSENT TO THE ACCEPTANCE OF THE MODIFIED AGREEMENT. HOWEVER, WE STRONGLY RECOMMEND YOU TO PERIODICALLY CHECK THIS PAGE FOR LATEST UPDATES TO THIS AGREEMENT.
1.1. Crowd Studio is an online marketplace that promotes the commerce of custom audio and music (“Product”) between Musicians and Clients through a crowdsourcing platform.
2. REGISTRATION AND USER ACCOUNTS
2.1. Full access to the Site is granted upon User Registration, which is the creation of a User Account. All User Accounts are virtual profiles created online, which will require basic personal data such as, but not limited to an email address, password, personal & payment information. User Accounts will have usernames automatically assigned to them upon creation, this will allow Crowd Studio to trace User Activity. There are two different types of User Accounts:
a. Client: allows Users to purchase Products through all available means on the Site (and grants them access to specific sections of the Site related to purchasing Products). Users holding Client Accounts will be hereinafter referred to as “Client(s)”.
b. Musician: allows Users to sell Products through all available means on the Site (and grants them access to specific sections of the Site related to selling Products). Users holding Musician Accounts will be hereinafter referred to as “Musician(s)”.
2.2. In consideration of your use of the Site, you agree to: (a) provide accurate, current and complete information about you where required in any registration forms on the Site (“Registration Data”); (b) maintain and promptly update the Registration Data, and any other information you provide to Crowd Studio, to keep it accurate, current and complete; (c) maintain the security of your password and log in information; (d) notify Crowd Studio immediately of any misplacement, loss or theft of your password, account information or other breach of security; (e) accept all responsibility for any and all activities conducted with and through your account; and (f) accept all risks of unauthorized access to the Registration Data and any other information you provide to Crowd Studio.
2.3. Crowd Studio is not responsible for damage arising from any misplacement, loss or theft of your password. You shall bear all expenses and losses arising out of the use of your password by third parties.
3.1. After you register and activate your Account, you’ll be able to access and modify the information on your Profile, track your activity within the Site and see the status and history of all your Purchases and Sales, by accessing your Dashboard.
3.2. The information under Users’ Dashboards is organized and displayed in tabs, as such:
a. Clients’ Dashboards: Profile, Projects, and Transactions.
b. Musicians’ Dashboards: Profile, Projects, Transactions and My Music Shop.
3.3. Crowd Studio will award points to Musicians according to their activity on the Website. The more active the Musician is, the more points he/she will earn. These points reflect their success and experience using the Crowd Studio platform, and will improve their profile visibility (Crowd Studio displays Musicians’ public profiles by highest to lowest amount of points). As Musicians earn more points, they will climb our charts and will eventually be among our Top Musicians.
3.4. A list of activities through which Musicians can earn points, and the corresponding amounts, can be found here.
4.1. The effective execution of an agreement (a purchase / sale of a Product) between a Client and a Musician through the Site (“Negotiation”) can be conducted in three different ways:
a. Contest: A Contest is composed of a description of the work (“Brief”), optional add-on features (“Features”), the amount of money the winning Musician will get paid (“Award”) and the type of contract that regulates the purchase/licensing for this particular Product (“Contract”). Contests are created and posted on the site by Clients. Then, Musicians who are interested in participating in a particular Contest will compose and record the audio and submit it in a digital .mp3 format (“Entry”) to compete for the prize. The Client will review all Entries, select the one that best fits his/her needs, and announce it as the winner. The Musician who submitted the winning Entry receives the award (“Contest”).
b. One-on-one Project: A One-on-one Project will also be composed of a Brief, the Award amount and the type of Contract. A One-on-one Project is not a Contest and there’s no competition for a prize, instead the Client who creates the One-on-one Project chooses a single musician to work with for the entire process. The single Musician selected to participate in this Project is hired and paid to create a Product according to the Client’s needs (“One-on-one Project”).
c. Music Shop: Musicians can showcase their pre composed music and audio by making them available for sale/licensing as Products in this section of the website. The Musician must upload the Product as a digital audio file, under a specific category, and create a brief description of it. Clients will be able to listen to these Products on the Music Shop section and purchase them through the type of contract preselected by the Musician (“Music Shop”).
4.2. CROWD STUDIO IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN MUSICIANS AND CLIENTS. CROWD STUDIO CAN NOT AND DOES NOT VERIFY, CONFIRM OR CONTROL THE AUTHENTICITY AND OWNERSHIP OF ANY USER CONTENT, ESPECIALLY WITH REGARD TO PRODUCTS AND THEIR COPYRIGHTS. CROWD STUDIO IS NOT RESPONSIBLE AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL USER CONTENT, ESPECIALLY WITH REGARD TO PRODUCTS. MUSICIANS AND CLIENTS NEGOTIATE THROUGH CROWD STUDIO AT THEIR OWN DISCRETION AND ASSUME ALL RISKS RESULTING FROM ILLEGAL OR FALSE INFORMATION PRESENTED BY OTHER USERS AS USER CONTENT, OR INFRINGEMENT OF COPYRIGHTS BY OTHER USERS.
5.1. Products negotiated through Crowd Studio are original musical compositions or other type of audio that are recorded, transmittable, and reproducible as well as services related to the enhancement and manipulation of said audio, which are offered by Musicians and purchased by Clients. These Products, which can be negotiated through Contests, One-on-one Projects or Music Shop, are organized and grouped under the following categories:
a. Audio for mobile apps and games
(i) Soundtrack (score) – synchronized background music that accompanies the moving images of mobile apps or games
(ii) Sound effects – imitative sounds produced artificially, synced to events or actions of mobile apps or games
(iii) Voice over – the voice of an unseen narrator
b. Commercial music
(i) Jingle – short piece of music with a sung vocal accompaniment that is used for marketing purposes
(ii) Spot – short commercial composition that usually has an instrumental musical background and a spoken narration on top
(iii) Sonic logo – distinctive and recognizable auditory identity for a brand
(iv) Tagline – slogan or sentence (sung or spoken) that complements or sums up the identity of a company or product
(v) Voice-over – the spoken voice of an unseen narrator
c. Audio for video
(i) Soundtrack (score) – synchronized background music that accompanies the video
(ii) Sound effects – imitative sounds produced artificially, synced to events or actions portrayed in a video
(iii) Voice over – the spoken voice of an unseen narrator
(i) Sound-alike/Cover – new performance of a previously recorded and commercially released composition
(ii) Mixing – process by which multiple recorded sounds are combined into one or more channels. Although this is essentially a service of enhancement of pre-existing audio, Crowd Studio refers to it as a Product
(iii) Personalized songs – special compositions to present someone on birthdays, weddings, anniversaries and other special occasions
(iv) Other music related product – if what you need does not fit the categories presented above, please select this option
6. PURCHASE MODES
6.1. Products can be purchased by Length of time, number of Units, or with a Single Price.
a. Length: In this Purchase Mode, the Product being purchased/sold is identified by its specific duration, quantified by length of time (minutes and seconds).
b. Units: In this Purchase Mode, the Product being purchased/sold is arranged in batches and quantified by the number of units (1,2,3, etc… separate audio files) within the batch.
c. Single Price: In this Purchase Mode, the Product being purchased/sold is not quantified and does not have a specific duration restriction. This Purchase Mode is available for Products whose length of time (minutes and seconds) does not affect the amount of work required to create it.
6.2. Not all Purchase Modes are available for all Products.
7.1. A Contract will be provided for every Negotiation between Users (Client and Musician) completed through Crowd Studio (which can be through a Contest, a One-on-one Project, or a Music Shop sale). Your participation in any Contest, One-on-one Project, or Music Shop sale is an automatic indication that you have accepted the terms and conditions of the Contract provided.
7.2. The User who initiates the Purchase or Sale will be presented with a choice of Contract Type, through which the User would like to purchase or sell their Product:
a. Transfer of Copyright: The copyright becomes property of the Client, which will be considered the author of the work. This is also called an assignment of Copyright.
b. Exclusive License: Through this worldwide license, the Musician allows the Client to broadcast, recreate or perform a recorded copy of the audio. The Musician still owns the copyright but cannot use the audio in his/her own projects or commercial endeavors and cannot license it to other parties for the duration of the contract.
c. Non-exclusive License: Through this worldwide license, the Musician allows the Client to broadcast, recreate or perform a recorded copy of the audio. The Musician still owns the copyright and can still use the audio in his/her own projects or commercial endeavors and license it to other parties at any time.
7.3. In a Contest, the Client initiates the Purchase, therefore he/she will select the type of Contract while creating the Contest. The Musicians who choose to participate in the Contest, can only do so if they accept the Contract Type and its terms.
7.4. In a One-on-one Project, the Client initiates the Purchase, therefore he/she will select the type of Contract while creating the One-on-one Project. The Musician chosen to participate in the Project can only do so if he/she accepts the Contract Type and its terms.
7.5. In the Music Shop listing, the Musician initiates the Sale, therefore he/she will select the type of Contract while listing the Product on the Music Shop. The Client who chooses to purchase the Product can only do so if he/she accepts the Contract Type and its terms.
7.6. IN ALL CASES, ALL PARTIES INVOLVED IN THE NEGOTIATION (MUSICIAN AND CLIENT) REPRESENT AND WARRANT TOTAL KNOWLEDGE OF THE RIGHTS AND DUTIES DESCRIBED IN AND RELATED TO THE CONTRACT, AND UNDERTAKE TO PROVIDE ALL NECESSARY INFORMATION AND AUTHORIZATION FOR, AND ABOUT THE USE OF THE NEGOTIATIED PRODUCT ACCORDING TO THE PROVISIONS OF THE CONTRACT. CLIENTS AND MUSICIANS CANNOT ALLEGE UNAWARENESS OF THE CONTENT, OBLIGATIONS, DUTIES AND LIABILITIES IMPOSED BY EACH TYPE OF CONTRACTION.
8.1. Features are add-ons that Clients can purchase to make their Contests more appealing to Musicians. If Clients opt to launch a Project as a Contest, Crowd Studio will provide them with a list of these optional add-on Features to choose from, if they so desire. All Features are paid directly to Crowd Studio and charged in addition to Award amounts and the Crowd Studio Fee. These Features are:
a. Refundable: This indicates that the Contest will be covered by our Money Back Guarantee (according to the conditions and exceptions of Crowd Studio’s refund policy). The Refundable Feature is added to all Contests by default and is free.
b. Assured: This indicates that the Client assures to award one of the Participants (and in case of Additional Awards, one Participant for each Award). Clients who launch Assured Projects communicate that they are committed buyers, and will attract more Musicians. The Refundable and Assured features cannot be selected concurrently, thus by choosing this feature, Clients are not allowed to request a refund.
c. Thunder: Contest duration will be reduced to just one week. By choosing this Feature, the Contest automatically becomes an Assured Project; therefore no refund requests are allowed.
d. Starred: Contest will appear among the first ones on the Contests’ list.
e. Private: Clients can keep their Project Details hidden from competitors and search engines. Only signed in Musicians will be granted full access to the Project Details (NDA signature required).
f. Silent: Only the Client who posted the Project will be able to listen to the Entries submitted.
g. Additional Awards: Clients can offer Musicians more chances to win an Award for their work. By offering Additional Awards, Clients can purchase multiple Entries and receive separate legal Contracts and deliverables for each of them. Up to four Additional Awards can be offered (adding up to a total of 5 Awards in the same project).
h. Invite our Top 5 Musicians: When Clients select this Feature, Crowd Studio will send an invitation to the Musicians ranked with the 5 highest amounts of points (“Top 5″ Musicians) on behalf of the Clients to participate in their Contest.
i. Invite a Musician: Clients can invite a Musician of their choice by typing his/her username or selecting one from our Top Musicians.
9. PAYMENTS AND DELIVERABLES
9.1. Payments encompass all Fees, Awards, Features, Taxes and other money payable to Crowd Studio (or to its Users) due to Negotiations conducted through the website.
9.2. For Projects (Contests or One-on-one Projects) all Payments due will be added up automatically by the Site in Step 3 of Post a Project. The total amount must be paid in full by the Client before the Project can be launched. Crowd Studio will act as the authorized agent of all Musicians to receive all Award amounts paid for, which will be held in escrow and remitted to the winning Musicians once the Master(s) of the Product(s) is(are) received by the Client. Payments must be completed through PayPal or other forms made available through the Site’s check out system.
9.3. All Musicians who submit one or more Entries to a Contest, or accept an invitation (confirm that they want to be hired) for a One-on-one Project, will automatically agree to (in the case of Contests, compete for, and if announced as the winner) receive only the Award amount indicated in the terms of the Project as the full and total payment for the Negotiation, and accepts the terms and type of Contract set forth by the Client and undertake to fulfill all of its duties and obligations, and to deliver a final version of the Product in a high-resolution digital audio file, ready for commercial release (“Master”). More details about the accepted formats for the Master can be found here. Conversely, Clients who create Projects will automatically agree to the terms of the selected type of Contract and to compensate Musicians with the full Award amount.
a. Clients will have 7 days (from the day the Master is made available to them) to confirm having received (downloaded) and to approve the Master of the Product. If Client does not confirm/approve the Master and does not communicate Crowd Studio of any irregularities concerning the quality or delivery of the Master after 7 days, it will automatically be considered approved.
b. If the Master of the Product is not delivered in a high-resolution digital audio file, or if the content of the Master delivered differs from the Entry announced as the winner (lyrics, instrumentation, etc), Client must inform Crowd Studio immediately so that we can notify the Winner and retain the payment until an accurate Master of the Product is delivered.
9.4. All Musicians who list one or more Products in the Music Shop, automatically agree to receive only the amount specified as “Your Award”, under Sell Your Music, as the full and total payment for the Negotiation, in return for delivering a Master of the Product, and accept the terms and type of contract selected and undertake to fulfill all of its duties and obligations. Conversely, Clients who purchase Products on the Music Shop will automatically agree to the terms of the available type of Contract and to compensate Musicians with the indicated Price in exchange for the corresponding Product.
9.5. Musicians hereby appoint Crowd Studio as their limited agent solely for the purpose of collecting and holding in escrow, all due Award amounts paid by Clients. Musicians also agree that these Award amounts are considered the same as a payment made directly from Client to Musician and will only be transferred to the latter after Client has confirmed reception of and has approved the Master of the Product.
9.6. All Award amounts will be remitted to Musicians by Crowd Studio within 7 business days of Clients’ reception and approval of the Master of the Product. All Payments will be made through PayPal (or other form available on the website) using Musician’s Payment Information (located under Dashboard – Profile – Payment Information). ALL USERS ARE RESPONSIBLE FOR COMPLETING THEIR PROFILES WITH ACCURATE AND TRUTHFUL INFORMATION. CROWD STUDIO WILL NOT BE HELD RESPONSIBLE FOR DELAYS OR ERRORS IN PAYMENTS DUE TO INCORRECT PAYMENT INFORMATION PROVIDED BY USERS.
9.7. Crowd Studio will remit all Awards and issue all Refunds in U.S. Dollars or in Brazilian Reais, if User’s PayPal account is based in Brazil. These Payments will be issued from Crowd Studio’s corporate account in Brazil, so Users may be additionally charged by PayPal, banking institutions or their local government for currency conversion, which will be deducted from User’s Award amount or Refund. Crowd Studio will not be held responsible for any such deductions and will not reimburse any tax or fees eventually charged by third parties.
9.8. Award is the amount to be paid to the Musician, by the Client in exchange for Licensing, or Assigning (Full Transfer of) the copyrights of a Product to a Client or for the services of Mixing. While creating a Project, Clients have the option of offering up to 5 Awards (through the Additional Awards feature).
9.9. While creating a Project, the Client will set the price they are willing to pay for the Product (Award amount) considering that Crowd Studio will automatically set a minimum price that varies according to Clients’ particular needs and selections as listed below:
a. Product Type (Category).
b. Purchase Mode: Products can be purchased by Length of time, number of units, or with a Single Price. Examples: a 30 second Jingle; a quantity of 15 separate Sound Effects, or a Sonic Logo purchased for a Single Price.
c. Type of Contract: the Product can be sold through a Non-exclusive License, Exclusive License or Assignment (Full Transfer) of Copyrights, or through a specific contract in the case of Mixing.
d. Term of the Contract: For Non-Exclusive or Exclusive Licenses, the term of the contract could vary from 6 months to perpetuity.
9.10. These minimum prices are only starting points. All Award amounts can be increased by the Client. They must be equal to or higher than the Minimum Awards automatically calculated by Crowd Studio.
9.11. Some Products cannot be sold through non-exclusive licenses, because they are highly personalized and could not be used by more than one person/company (such as a Sonic Logo).
9.12. Some Products are offered for a single price. In other words, the length of the Product does not interfere with its price, and it can only be sold in single units (such as a Sonic logo).
9.13. In the case of Mixing, the Client requires only a service, and must already own or have a license for the work that he/she wants to have mixed. For this reason, a specific contract will be available for Mixing.
Crowd Studio Fee
9.14. Crowd Studio Fee: is the amount payable to Crowd Studio for hosting the Project (or Product) on the site and providing the services related to Purchasing or Selling said Project (or Product). This includes facilitating the communication with and between Clients and Musicians, providing support for site use and negotiations, and managing financial transactions. This Fee is calculated on top of the Award amount.
9.15. Taxes: Where applicable, Taxes may also be charged in addition to the Award amounts and Crowd Studio Fee, which should all be paid in U.S. Dollars or in Brazilian Reais, if User’s PayPal account is based in Brazil. PayPal, banking institutions or local governments may charge additional fees for currency conversion.
9.16. Refunds: All refunds will be paid from Crowd Studio to Clients using the same method through which the Client had paid Crowd Studio. All Refunds are subject to Crowd Studio’s Refund Policy.
10. REFUND POLICY
10.1. Crowd Studio offers a Money Back Guarantee and can issue Clients a refund for their Contests, under specific conditions described by our Refund Policy. Here are the conditions and exceptions for our money back guarantee:
a. Full Refund:
(i) A Contest can be retracted by a Client and fully refunded within 3 days of Project launch, as long as there are no watchers (Musicians who have added the Project to their watching list) and no Entries were submitted. The refund must be requested by Client within this 3 day period (no more than 72 hours from the time the Contest was launched) via email to support [at] crowdstudio.com;
(ii) A Contest can also be fully refunded after it reaches its deadline, if no Entries were received. In this case, the refund request must be submitted no later than 7 days of Project deadline, via email to support [at] crowdstudio.com.
b. Partial Refund:
(i) A contest can be partially refunded if after it reaches its deadline, the Client is not satisfied with the Entries received. Clients must submit their refund request no later than 7 days of Project deadline, via email to support [at] crowdstudio.com. Crowd Studio takes into account that if a Project ran its course and was hosted on our website for its entire Duration, all Features, Crowd Studio Fees and Taxes paid to Crowd Studio were used towards keeping the Project live and functional. Therefore, for all cases that fit this description, any ADD-ON FEATURES, CROWD STUDIO FEES PAID TO CROWD STUDIO OR OTHER APPLICABLE TAX WILL NOT BE REFUNDED.
10.2. ALL OTHER CASES THAT DO NOT FIT THE DESCRIPTIONS ABOVE AND THE FOLLOWING EXCLUSIONS ARE NOT ELIGIBLE TO BE REFUNDED:
a. ASSURED AND THUNDER PROJECTS;
b. ONE-ON-ONE PROJECTS;
c. MUSIC SHOP SALES;
d. MUSIC SHOP SALES;
f. ANY CONTESTS FOR WHICH A WINNER (OR WINNERS) HAS BEEN ANNOUNCED.
11. USER CONTENT
11.1. “User Content” means any and all information and content that a User uploads to or produces while navigating the Site or using any of its Services. User Content includes Projects, Briefs, Supporting Documents, Supporting Videos, Images, Music Shop products, Entries, Personal Information, Comments, and Testimonials.
11.2. You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby represent and warrant that your User Content does not violate Crowd Studio’s Standard of Conduct. You may not state or imply that your User Content is in any way provided, sponsored or endorsed by Crowd Studio. Because you alone are responsible for your User Content (and not Crowd Studio), you may expose yourself to liability if, for example, your User Content violates the Standard of Conduct, any other terms of this Agreement or any statutes or applicable law. Crowd Studio is not obligated to remove any User Content from the Site unless required by applicable Law. Crowd Studio is not obligated to backup any part of your User Content and it may be partially or completely deleted at anytime.
11.3. By agreeing to these Terms you represent and warrant that (i) you are the sole and exclusive owner of all User Content that you make available through the Site (or are legally authorized to represent the entity who owns it), especially with regard to the Products marketed and you (or the entity whom you legally represent) have all rights, licenses, consents and releases that are necessary to grant Crowd Studio the rights to disclose, advertise and use such User Content, as contemplated under this Agreement; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Crowd Studio’s use of the User Content (or any portion thereof) on, through or by means of the Site will infringe, misappropriate or violate any third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, rights of publicity or privacy, or result in the violation of any applicable law or regulation. Any infringement to this representation and warrant will be carried out in the terms provided in this Agreement.
11.4. No guarantee of protection of copyrighted material or intellectual property related to User Content is granted by Crowd Studio. For that reason, each User is solely responsible for protecting the copyright related to his or her User Content, especially Products, including moral and property rights, and intellectual property.
11.5. Crowd Studio may, in our sole discretion, permit or forbid User to post, upload, publish, submit or transmit any and all User Content through the Site. By making any User Content available on or through the Site, you hereby grant, and represent and warrant that you have the right to grant, Crowd Studio an irrevocable, nonexclusive, royalty-free and fully paid, worldwide and perpetual license to use, view, copy, adapt, modify, license, sell, transfer, transmit, stream, broadcast, access, reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise exploit and use your User Content, and to grant sublicenses of the foregoing, solely for the purposes of including, making available and displaying your User Content on the Site; provided that Crowd Studio will only use this information to launch and run Projects in accordance with their private or public settings (Silent and Private features). You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral and/or property rights or attribution with respect to your User Content. Crowd Studio does not claim any ownership rights in any such User Content and nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit any such User Content.
11.6. Crowd Studio is not the owner or has any copyright or property right under any Product negotiated through the Site, except the right to disclose, advertise and use Products and related information for the purpose of facilitating Negotiations between Clients and Musicians. Crowd Studio’s liabilities are limited to: (i) providing the means for Negotiations to be carried out, through the Site, between Clients and Musicians, and (ii) acting as an agent for the purpose of accepting, holding in escrow and transferring payments on behalf of and between Users.
12. OWNERSHIP OF THE SITE AND ITS CONTENTS
12.1. This Site is owned by Crowd Studio and unless otherwise indicated, all of the content featured or displayed on this Site, including, but not limited to, text, files, data, audio files, images, illustrations, and the selection and arrangement thereof, including all elements of the Site (“Crowd Studio Content”), is owned by Crowd Studio.
12.2. Crowd Studio Content is protected by copyright, trade dress, moral and property rights, trademark and other laws relating to the protection of intellectual property.
12.3. You acknowledge that all the intellectual property rights in the Site and Services are owned by Crowd Studio and all the User Content hosted on the Site is owned by Users. The provision of the Site and Services does not transfer to you or any third party any rights, title or interest in or to the intellectual property rights related to the Site and its Services. Crowd Studio and its suppliers reserve all rights not granted in this Agreement.
12.4. The Crowd Studio logo, and any other product or service name or slogan contained in the Site are trademarks of Crowd Studio and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Crowd Studio or the applicable trademark holder. You may not use metatags or any other “hidden text” utilizing “Crowd Studio” or any other name, trademark or product or service name of Crowd Studio without our prior written permission. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Crowd Studio and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Site are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.
12.5. You may not use a Crowd Studio logo or other proprietary graphic of Crowd Studio to link to this Site without the express written permission of Crowd Studio. Further, you may not frame any Crowd Studio trademark, logo or other proprietary information, including the Crowd Studio Content, without Crowd Studio’s express written consent.
12.6. Crowd Studio makes no claim or representation regarding, and accepts no responsibility for, directly or indirectly, the quality, content, nature or reliability of third-party websites accessible by hyperlink from the Site, or websites linking to the Site. Such sites are not under the control of Crowd Studio and Crowd Studio is not responsible for the contents of any linked site or any link contained in a linked site, or any reviews, changes or updates to such sites. Crowd Studio provides these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement or adoption by Crowd Studio of any site or any information contained therein. When you leave the Site, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site.
14. USE OF THE SITE AND CONTENTS
14.1. Crowd Studio Site, Crowd Studio Content and User Content are strictly intended for Clients, Musicians and content providers of Crowd Studio. You may not use this Site, any portion of Crowd Studio Content or User Content, especially Products, for any purpose not related to executing a Negotiation within the Site. You are specifically prohibited from: (a) downloading, copying, or re-transmitting any or all of the Site, Crowd Studio Content or User Content, especially Products, without, or in violation of, a written license or signed agreement from Crowd Studio; (b) using any data mining, robots or similar data gathering or extraction methods; (c) manipulating or otherwise displaying the Site, Crowd Studio Content or User Content, especially Products, by using framing or similar navigational technology; (d) registering, subscribing, unsubscribing, or attempting to register, subscribe, or unsubscribe any party for any Crowd Studio Product or Service if you are not expressly authorized by such party to do so; and (e) using the Site, the Crowd Studio Content or the User Content, especially Products, other than for its intended purpose.
14.2. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site, its Services, Crowd Studio Content or User Content, especially Products, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Crowd Studio or its licensors. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws, the laws of privacy and publicity, and applicable communications regulations and statutes. Offenders shall be civilly and criminally responsible before Crowd Studio and/or User, as the case may be.
14.3. You represent and warrant that you will comply with all applicable laws and regulations, including, without limitation, those relating to the Internet, data, e-mail, privacy, and the transmission of technical data exported from Brazil or the country in which you reside, or the country in which you intend to use the Site, its services or Products, and will be the solely responsible before Crowd Studio and/or any third parties, including Users, for any breach of the representations and warranties provided.
15.1. THIS SITE AND THE CROWD STUDIO CONTENT ARE PROVIDED “AS IS” AND CROWD STUDIO AND ITS SUBSIDIARIES, DIRECTORS, EMPLOYEES, CONTENT PROVIDERS, AGENTS AND AFFILIATES EXCLUDE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. CROWD STUDIO WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE OR THE CROWD STUDIO CONTENT, OR THE UNAVAILABILITY OF THE SAME, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, AND DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. THE FUNCTIONS EMBODIED ON OR IN THE MATERIALS OF THIS SITE ARE NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR. YOU, NOT CROWD STUDIO, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO YOUR USE OF THIS SITE OR THE CROWD STUDIO CONTENT. CROWD STUDIO MAKES NO WARRANTY THAT THE SITE OR THE CROWD STUDIO CONTENT IS FREE FROM INFECTION BY VIRUSES OR ANYTHING ELSE THAT HAS CONTAMINATING OR DESTRUCTIVE PROPERTIES.
15.2. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATION AND INTERACTIONS WITH OTHER USERS OF THE SITE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY CLIENTS OR MUSICIANS. YOU UNDERSTAND THAT CROWD STUDIO DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE OR USER CONTENT. CROWD STUDIO MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, INCLUDING, BUT NOT LIMITED TO, CLIENTS OR MUSICIANS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON. CROWD STUDIO ACTS AS THE LIMITED AGENT OF THE MUSICIAN FOR THE PURPOSE OF ACCEPTING PAYMENTS FROM CLIENTS ON BEHALF OF THE MUSICIAN, BUT CROWD STUDIO EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY CLIENT OR OTHER THIRD PARTY.
15.3. You understand that by using the Site, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language. Nevertheless, you agree to use the Site at your sole risk and further agree that Crowd Studio shall have no liability to you for content that may be found to be offensive, indecent, or objectionable.
15.4. Some countries do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages. Therefore, some or all of the limitations above may not apply to you to the extent they are prohibited or superseded by state or national provisions.
15.5. Special Disclaimer to Musicians. CROWD STUDIO ASSUMES NO LIABILITY FOR ANY MISUSE, VIOLATION, INFRINGEMENT OR ABUSE OF COPYRIGHT, INTELLECTUAL PROPERTY, MORAL AND/OR PROPERTY RIGHTS RELATED TO PRODUCTS NEGOTIATED THROUGH THE SITE BY CLIENTS OR THIRD PARTIES, OR FOR ANY OTHER UNAUTHORIZED OR ILLEGAL ACT, OR OMISSION BY CLIENTS OR THIRD PARTIES THAT CAUSE MUSICIANS ANY HARM, LOSS, DAMAGE, INJURY, LIABILITY OR ANY OTHER CHARGE. IN ANY AND ALL CASES, MUSICIANS MUST PURSUE ALL CLAIMS AGAINST THE OFFENDING PARTY, AND CROWD STUDIO ASSUMES NO LIABILITY UNDER ANY OF THESE CIRCUMSTANCES OR TO ANY ONE RELATED TO IT.
15.6. Special Disclaimer to Clients. CROWD STUDIO ASSUMES NO LIABILITY FOR ANY PRODUCT OR INFORMATION PROVIDED BY MUSICIANS THROUGH THE SITE OR FOR ANY OTHER UNAUTHORIZED OR ILLEGAL ACT OR OMISSION BY MUSICIANS OR THIRD PARTIES THAT CAUSE CLIENT ANY HARM, LOSS, DAMAGE, INJURY, LIABILITY OR ANY OTHER CHARGE. IN ADDITION, CROWD STUDIO DOES NOT GUARANTEE (I) THAT THE PRODUCT IS OWNED BY THE MUSICIAN; (II) THAT MUSICIAN OWNS ALL THE PROPERTY RIGHTS, COPYRIGHTS, MORAL AND PROPERTY RIGHTS PERTAINING TO THE PRODUCT (III) THAT MUSICIAN OWNS ALL THE RIGHTS HE/SHE MUST HAVE IN ORDER TO EXECUTE THE TYPE OF CONTRACT AGREED ON BY CLIENT; (III) THAT NEITHER THE PRODUCT NOR THE MUSICIAN INFRINGES ANY THIRD PARTY RIGHTS; (IV) THAT THE USE OF THE PRODUCT DOES NOT INFRINGE ANY THIRD PARTY RIGHTS, IN ANY AND ALL CASES CLIENTS MUST PURSUE ALL CLAIMS AGAINST THE OFFENDING PARTY, AND CROWD STUDIO ASSUMES NO LIABILITY UNDER ANY OF THESE CIRCUMSTANCES OR TO ANY ONE RELATED TO IT.
15.7. Crowd Studio disclaims any liability for damages of any kind that may arise from the existence of a virus or other elements in the User Content that may produce a change in the computer system, electronic documents or User folders.
15.8. Crowd Studio does not have any obligation to control and does not control the use of the Site, Crowd Studio Services, Crowd Studio or User Contents by Users. Crowd Studio does not warrant that Users will use the Site, Crowd Studio Services and Crowd Studio and User Contents according to this Agreement and neither that they will do so in a prudent and diligent way.
15.9. Crowd Studio disclaims any liability for damages of any kind that may be caused due to the use of Services and Contents by Users or that may be due to a failure in veracity, validity, completeness and/or authenticity of the data Users provide to other Users about themselves or the Products and, in particular, but not exclusively, for damages of any kind that may be due to the supplanting of personality of a third party performed by a User in any communication on the Site.
15.10. Crowd Studio does not have any obligation to verify and does not verify the identity of Users, neither the veracity, validity, completeness nor the authenticity of the data that Users publish in the Site about themselves or the Products to other Users.
16. LIMITATION OF LIABILITY
16.1. IN NO EVENT WILL CROWD STUDIO, ITS SUBSIDIARIES, DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE, THE SERVICES, THE CROWD STUDIO CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM CROWD STUDIO, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO CROWD STUDIO’S RECORDS, PROGRAMS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CROWD STUDIO, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE SITE, EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO CROWD STUDIO FOR ACCESS TO OR USE OF THE SITE.
16.2. YOUR PARTICIPATION, CORRESPONDENCE OR BUSINESS DEALINGS WITH ANY THIRD PARTY FOUND ON OR THROUGH THE SITE, REGARDING THE PAYMENT AND DELIVERY OF RELATED GOODS OR SERVICES, AND ANY OTHER TERMS, CONDITIONS, WARRANTIES OR REPRESENTATIONS ASSOCIATED WITH SUCH DEALINGS, ARE SOLELY BETWEEN YOU AND SUCH THIRD PARTY. YOU AGREE THAT CROWD STUDIO SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS, DAMAGE OR OTHER MATTERS OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS.
17.1. You agree to defend, indemnify and hold harmless Crowd Studio, its subsidiaries, affiliates, licensors, employees, agents, third party information providers and independent contractors against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to any User Content that you create, upload, post, store or otherwise transmit on or through the Site, your conduct, your use or inability to use the Site, your breach or alleged breach of the Site Terms or of any representation or warranty contained herein, your unauthorized use of the Crowd Studio Content, User Content or your violation of any rights of another.
18. COPYRIGHT INFRINGEMENT POLICY AND COPYRIGHT COMPLAINTS
18.1. Crowd Studio respects copyright law and expects its Users to do the same, according to all copyright law applicable to this Agreement, including local applicable laws to where the Product was created and where it will be used. Crowd Studio has adopted a policy of terminating, in appropriate circumstances and at Crowd Studio’s sole discretion, accounts held by Users who infringe the intellectual property rights of Crowd Studio or any third party.
18.2. If you believe that any material on the Site infringes upon any copyright that you own or control, you may file a notification of such infringement with us at: support [at] crowdstudio.com. Crowd Studio may give notice of a claim of copyright infringement by email to a User, or by written communication, but assumes no responsibility or liability for any User Content and cannot verify or control the ownership of any User Content.
19. APPLICABLE LAW/JURISDICTION
19.1. Crowd Studio makes no representation that materials on this Site are appropriate or available for use at other locations outside of Brazil and cannot block access to them from territories where their contents are illegal or prohibited. Please note that your use of the Site, the Crowd Studio Content or the User Content may be subject to other local, state, national, and international laws. Persons who choose to access the Site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.
19.2. You may not use the Site or export any part of Crowd Studio Content or User Content, especially Products, in violation of Brazil export laws and regulations. If you access this Site from locations outside of Brazil, you are responsible for compliance with all local laws. These Terms and Conditions of use shall be governed by the laws of Brazil, especially Brazilian Law 9.610/1998 and Brazilian Decree 75.699/75 and any disputes that may arise will be subject to the jurisdiction of Belo Horizonte/MG courts.
19.3. Any and all relations arising from this Agreement shall not, under any circumstance, be considered a Consumer Transaction since Crowd Studio works as an intermediary to connect Musicians and Clients and its relations with Musicians and Clients are not consumer/supplier relations according to Brazilian Law 8.078/90 (Brazilian Consumer Protection Code). You agree that you are not using this Site nor any Crowd Studio Services as a “consumer”, as this term is defined in the Brazilian Consumer Protection Code.
19.4. Any cause of action you may have with respect to your use of the Site must be commenced within one (1) month after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of the Agreement or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect.
20.1. Notwithstanding any of these Site Terms, Crowd Studio reserves the right, without notice and in its sole discretion, to terminate your account and/or to block your use of the Site in case of infringement of any provisions of this Agreement or of applicable law. In such cases, you will be reimbursed by any amount eventually paid with no delivery of Product or will receive any Product already paid for but not received.
21. MISCELLANEOUS PROVISIONS
21.1. Any waiver of any provision of the Site Terms will be effective only if in writing and signed by Crowd Studio. If any clause in these Site Terms is found to be unenforceable, wherever possible this will not affect any other clause and each will remain in full force and effect. Any rights not expressly granted herein are reserved.