TERMS OF SERVICE

PLEASE READ THESE TERMS OF SERVICE AND OUR PRIVACY POLICY, COOKIES POLICY AND ANY OTHER TERMS REFERENCED IN THIS DOCUMENT CAREFULLY.

  1. WHATS IN THESE TERMS?

These terms tell you the rules for using the website available at https://choon.co and its network of websites, software applications, and any other products or services offered by Choon (the “Choon Services”). Other services offered by Choon may be subject to separate terms.

  1. WHO WE ARE AND HOW TO CONTACT US

The Choon Services are operated by Choon Services Limited (“Choon”, “we”, “our” or “us”). We are registered in England and Wales under company number 11120075 and have our registered office and trading address at 7-7c Snuff Street, Devizes, Wiltshire, SN10 1DU. Our VAT number is 285 9393 44.

We are a limited company.

To contact us please email [email protected]

  1. DESCRIPTION OF THE CHOON SERVICES

Choon is a musical and digital content ecosystem designed to solve some of the music industry’s most fundamental problems.

Choon allows users that register for an account with the Choon Services to post, upload and/or contribute audio, text, images, playlist compilations and/or other data or materials on the Choon Services (“User Content”).

Choon enables any user of the Choon Services (who may or may not be registered users) to view and/or listen to User Content posted by registered users.

Upon registering for an account with the Choon Services users will be allocated a digital wallet. During the first ten years of the Choon Services Choon will distribute a total of 1 billion Ethereum-based ERC20 compliant Choon tokens (“NOTES”) generated and recorded on the Ethereum blockchain to registered users on a pro-rata basis on the number of streams of their audio User Content. Registered users will also gain access to a dashboard which provides them with information on their User Content and the NOTES which they earn from such User Content.

  1. YOUR AGREEMENT TO THESE TERMS OF SERVICE

These Terms of Service refer to the following additional terms which also apply to your use of the Choon Services:

  • Any additional posted guidelines or rules applicable to specific services and features that may be posted online from time to time (the “Guidelines”).

The Terms of Service, Privacy Policy, Cookies Policy and the Guidelines are referred to together as the “Agreements”.

The Agreements apply whether you are a registered or unregistered user. You agree that by registering, or otherwise using the Choon Services, you are entering into a legally binding agreement between you and Choon regarding your use of the Choon Services. You represent and warrant that you (1) have read, understood, and agree to be bound by the Agreements, (2) are either 18 years of age or more, or have your parent or guardian’s consent to the Agreements and (3) have the power to enter a legally binding agreement with us and are not barred from doing so under any applicable laws. If you do not agree with the Agreements, do not access or otherwise use any of the Choon Services. We recommend that you print a copy of the Agreements for future reference.

  1. ACCOUNT

In order to open an account, you will be asked to provide us with your email address and date of birth, and you will choose a username and password.

You are solely responsible for maintaining the confidentiality and security of your username and password, for restricting access to your computer, and for all activities that occur under your username or password. Please make sure the information you provide to Choon upon registration and at all other times is true, accurate, current, and complete to the best of your knowledge.

Unless expressly permitted in writing by Choon, you may not sell, rent, lease, share or provide access to your account to anyone else, including without limitation charging anyone for access to administrative rights on your account. Choon reserves all available legal rights and remedies to prevent unauthorized use of the Choon Services, including, but not limited to, technological barriers, IP mapping, and, in serious cases, directly contacting your Internet Service Provider (ISP) regarding such unauthorized use.

If you have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft or unauthorised disclosure or use of your username or password), immediately notify Choon at [email protected]

  1. USE OF DEVICES AND SERVICES

Access to the Choon Services may require the use of your personal computer or mobile device, as well as communications with or use of space on such devices. You are responsible for any Internet connection or mobile fees and charges that you incur when accessing the Choon Services.

  1. MODIFICATION TO THE AGREEMENTS

Choon reserves the right to change the Agreements at any time at our discretion. Every time you wish to use the Choon Services, please check the Agreements to ensure you understand the terms that apply at that time. Changes to the Agreements will be effective as of the date we post them or otherwise notify you of them, unless we specify a different effective date when we make a particular change. Your continued use of the Choon Services after changes to the Agreements take effect will constitute your acceptance of the changes. If you do not agree to a change, you must stop using the Choon Services.

  1. WE MAY MAKE CHANGES TO OUR SITE

We may update and change the Choon Services from time to time to reflect changes to our product, our users’ needs and our business priorities. We will try to give you reasonable notice of any major changes.

  1. WE MAY SUSPEND OR WITHDRAW OUR SITE

The Choon Services are made available free of charge.

We do not guarantee that the Choon Services, or any content on them, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of the Choon Services for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

You are also responsible for ensuring that all persons who access the Choon Services through your internet connection are aware of the Agreements, and that they comply with them.

  1. OUR CONTENT

Although we take reasonable care with our content on the Choon Services we cannot check every item or promise that typos or other errors will never appear on the Choon Services.

  1. LICENCE

The Choon Services are owned and operated by Choon. Unless otherwise indicated, all content, information, and other materials on the Choon Services (excluding User Content, set out in clause 14 below), including, without limitation, Choon’s trademarks and logos, the visual interfaces, graphics, design, compilation, information, software, computer code (including source code or object code), services, text, pictures, information, data, sound files, other files and the selection and arrangement thereof (collectively, the “Materials”) are protected by relevant intellectual property and proprietary rights and laws. All Materials contained on the Choon Services are the property of Choon or its affiliated companies. Unless otherwise expressly stated in writing by Choon, by agreeing to the Agreements you are granted a limited, personal, non-exclusive, revocable, non-assignable and non-transferable right and licence to access and use the Choon Servicesin order to view User Content posted to the Choon Services, to listen to audio User Content streamed from the Choon Services or offline and to share and download audio User Content using the feature of the Choon Services where the appropriate functionality has been enabled by the user who uploaded the relevant User Content.

In addition, if you register for an account with the Choon Services, and subject to your strict compliance with the Agreements, at any and all times during your use of the Choon Services, Choon grants you a limited, personal, non-exclusive, revocable, non-assignable and non-transferable right and licence to:

i. submit, upload or post User Content to and keep such User Consent available on the Choon Services strictly as permitted in accordance with the Agreements;

ii. use other services provided as part of the Choon Services as permitted in accordance with the Agreements; and

Choon reserves all rights not expressly granted in the Agreements. This licence is subject to your strict compliance with the Agreements and does not permit you to engage in any of the following: (a) resale or commercial use of the Choon Services or the Materials; (b) distribution, public performance or public display of any Materials; (c) modifying or otherwise making any derivative uses of the Choon Services or the Materials, or any portion of them; (d) use of any data mining, robots or similar data gathering or extraction methods; (e) downloading (except page caching) of any portion of the Choon Services, the Materials, or any information contained in them, except as expressly permitted on the Choon Services; or (f) any use of the Choon Services or the Materials except for their intended purposes. Any use of the Choon Services or the Materials except as specifically authorised in the Agreements, without the prior written permission of Choon, is strictly prohibited and may violate intellectual property rights or other laws. Unless explicitly stated in the Agreements, nothing in them shall be interpreted as conferring any licence to intellectual property rights, whether by estoppel, implication or other legal principles. Choon can terminate this licence at any time, without notice.

  1. WE ARE NOT RESPONSIBLE FOR SERVICES OR RESOURCES WE LINK TO

Where the Choon Services contains links to services and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

We have no control over the contents of those services or resources.

  1. USER CONTENT

a. Licence to Choon

By posting to the Choon Services, you grant Choon a limited, worldwide, non-exclusive, royalty-free, fully paid up licence to store such User Content on its servers and host this on the Choon Services to undertake any of the tasks set out in the Agreements and/or to enable your use of the Choon Services.

By uploading User Content to the Choon Services you also grant a limited, worldwide, non-exclusive, royalty-free, fully paid up, licence to other users of the Choon Services, and to operators and users of any other websites, apps and/or platforms to which User Content has been shared or embedded using the Choon Services (“Linked Services”) to use, copy listen to offline, repost, transmit or otherwise distribute, publicly display, publicly perform, adapt, prepare derivative works of, compile, make available and otherwise communicate to the public, Your Content utilising the features of the Choon Services from time to time, and within the parameters set by you using the Choon Services. Notwithstanding the foregoing, nothing in the Agreements grants any rights to any other user of the Choon Services with respect to any proprietary name, logo, trademark or service mark that you submit in connection with Your Content, other than the right to reproduce, publicly display, make available and otherwise communicate to the public the same, automatically and without alteration, as part of the act of reposting User Content with which you have associated the same.

b. User Content Representations and Warranties

You are solely responsible for your User Content and the consequences of posting or publishing it (“Your Content”). By uploading and publishing Your Content, you represent and warrant that: (1) you are the creator and owner of the User Content or otherwise have sufficient rights and authority to grant the rights granted herein; (2) you have not assigned or otherwise transferred any of your rights in Your Content to a record company, music publishing company or collection society; (3) Your Content does not and will not (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (b) defame any other person; and (4) unless you have received prior written authorisation, Your Content specifically does not contain any third party content or any confidential information of Choon or third parties. Choon reserves all rights and remedies against any users who breach these representations and warranties.

c. Content is Uploaded at Your Own Risk

Choon uses reasonable security measures in order to attempt to protect User Content against unauthorised copying and distribution. However, Choon does not guarantee and is not liable for any unauthorised copying, use or distribution of User Content. You hereby release and forever waive any claims you may have against Choon for any such unauthorised copying or usage of the User Content.

User Content has not been verified or approved by Choon. The views expressed by other users on the Choon Services do not represent our views or values. If you wish to complain about User Content uploaded by other users please contact us on [email protected]

  1. PROHIBITED CONDUCT

BY USING THE CHOON SERVICES, YOU AGREE NOT TO violate any law, contract, intellectual property or other third-party right or commit a tort, and that you are solely responsible for your conduct while on the Choon Services.

You agree that you will comply with the Agreements and will not:

  1. copy, rip or capture or attempt to copy, rip or capture any User Content from the Choon Services or any part of the Choon Services;
  1. adapt, copy, republish, make available or otherwise communicate to the public, disapply, perform, transfer, share, distribute or otherwise exploit any User Content on or from the Choon Services at any and all times, except (i) where such User Content is Your Content at any and all times during your use of the applicable User Content or (ii) as permitted under the Agreements;
  1. create, upload, transmit, distribute, or store any content that is inaccurate, unlawful, infringing, defamatory, obscene, pornographic, invasive of privacy or publicity rights, harassing, threatening, abusive, inflammatory, or otherwise objectionable;
  1. impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Choon Services accounts of others without permission, forge another person’s digital signature, misrepresent the source, identity, or content of information transmitted via the Choon Services, or perform any other similar fraudulent activity;
  1. falsely increase the number of views, impression of or clicks associated with Your Content or other users’ content either directly or indirectly, or automatically or manually, or (ii) authorise or encourage any third party including offering any financial incentive to do the same.
  1. harvest or collect the email addresses or other contact information of other users from the Choon Services;
  1. defame, harass, abuse, threaten or defraud users of the Choon Services or Choon employees, or collect, or attempt to collect, personal information about users or third parties without their consent;
  1. remove, circumvent, disable, damage or otherwise interfere with security-related features of the Choon Services or User Content, features that prevent or restrict use or copying of any content accessible through the Choon Services, features that enforce limitations on the use of the Choon Services or User Content, or delete the copyright or other proprietary rights notices on the Choon Services or User Content;
  1. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Choon Services or any part thereof, except and only to the extent that this activity is expressly permitted by the law of your country of residence;
  1. modify, adapt, translate or create derivative works based upon the Choon Services or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
  1. interfere with or damage operation of the Choon Services or any user’s enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code;
  1. relay email from a third party’s mail servers without the permission of that third party;
  1. access any website, server, software application, or other computer resource owned, used and/or licensed by Choon, including but not limited to the Choon Services, by means of any robot, spider, scraper, crawler or other automated means for any purpose, or bypass any measures Choon may use to prevent or restrict access to any website, server, software application, or other computer resource owned, used and/or licensed Choon, including but not limited to the Choon Services;
  1. manipulate identifiers in order to disguise the origin of any User Content transmitted through the Choon Services;
  1. interfere with or disrupt the Choon Services or servers or networks connected to the Choon Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Choon Services; use the Choon Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Choon Services, or that could damage, disable, overburden or impair the functioning of the Choon Services in any manner;
  1. use or attempt to use another user’s account without authorisation from that user and Choon;
  1. attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of the Choon Services that you are not authorised to access;
  1. attempt to indicate in any manner that you have a relationship with us or that we have endorsed you or any products or services for any purpose; and
  1. use the Choon Services for any illegal purpose, or in violation of any local, state, national, or international law or regulation, including, without limitation, laws governing intellectual property and other proprietary rights, data protection and privacy.

Choon takes no responsibility and assumes no liability for any User Content or for any loss or damage resulting therefrom, nor is Choon liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter when using the Choon Services. Your use of the Choon Services is at your own risk. In addition, these rules do not create any private right of action on the part of any third party or any reasonable expectation that the Choon Services will not contain any content that is prohibited by such rules.

Choon is not liable for any statements or representations included in User Content. Choon does not endorse any User Content, opinion, recommendation, or advice expressed therein, and Choon expressly disclaims any and all liability in connection with User Content. Although Choon has no obligation to screen, edit, or monitor any of the User Content, Choon reserves the right, and has absolute discretion, to remove, screen or edit any User Content posted or stored on the Choon Services at any time and for any reason without notice, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the Choon Services at your sole cost and expense. Any use of the Choon Services in violation of the foregoing violates the Agreements and may result in, among other things, termination or suspension of your rights to use the Choon Services.

  1. WE ARE NOT RESPONSIBLE FOR VIRUSES AND YOU MUST NOT INTRODUCE THEM

We do not guarantee that the Choon Services will be secure of free from bugs or viruses.

You are responsible for configuring your information technology, computer programmes and platform to access the Choon Services. You should use your own virus protection software.

You must not misuse the Choon Services by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Choon Services, the server on which the Choon Services are stored or any server, computer or database connected to the Choon Services. You must not attack the Choon Services via a denial-of-service attack or a distributed denial-of-service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Choon Services will cease immediately.

  1. RULES ABOUT LINKING TO THE CHOON SERVICES

You may link to the Choon Services, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

We reserve the right to withdraw linking permissions without notice.

The website in which you are linking must comply in all respects with the content standards set out in the Agreements.

If you wish to link to or make any sue of the content on the Choon Services other than that set out above, please contact [email protected]

  1. NOTES

You represent and warrant that:

  1. you are aware of the risks associated with owning and using NOTES;
  1. you take sole responsibility for any restrictions and risks associated with receiving and holding NOTES;
  1. you understand that the NOTES are intended for use only to provide and receive the Choon Services, and confer no rights of any form with respect to the Choon Services or Choon, including, but not limited to, any ownership, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;
  1. you understand and fully accept that Choon is entitled to ban or otherwise restrict your participation in the distribution of NOTES (solely at Choon’s discretion and by any means) if you do not meet any of the eligibility requirements set forth by Choon for the purpose of conducting the distribution of NOTES or on other grounds;
  1. you understand and fully accept that certain jurisdictions restrict (or may restrict in the future) their residents or citizens from participation in any token sales, the use of Cryptocurrencies, or use of any Cryptocurrency exchange for various reasons. Choon does not bear any liability for any possible current or future impossibility to use NOTES because of the aforementioned or other possible restrictions.
  1. RESPECTING COPYRIGHT

Choon respects the intellectual property of others and follows the requirements set forth in applicable law. If you are a copyright owner or agent thereof and believe that content posted on the Choon Services infringes your copyright, please see Choon’s Copyright Policy. If Choon is notified by a copyright holder that any User Content infringes a copyright, Choon may in its absolute discretion take actions without prior notification to the provider of that User Content. If the provider believes that the content is not infringing, the provider may submit a counter-notification to Choon with a request to restore the removed content.

If you believe that any User Content does not comply with clause 14 above, please fill out our notice form.

  1. TRADEMARKS

CHOON, the Choon logos, and any other product or service name, logo, or slogan used by Choon, and the look and feel of the Choon Services, including all page headers, custom graphics, button icons and scripts, are trademarks or trade dress of Choon, and may not be used in whole or in part in connection with any product or service that is not Choon’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Choon, without our prior written permission. Any use of these trademarks must be in accordance with any guidelines that Choon may provide you from time to time.

All other trademarks referenced in the Choon Services are the property of their respective owners. Reference on the Choon Services 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 or any other affiliation.

  1. TERMINATION

You may terminate the Agreements at any time by sending notice in writing to Choon at 7-7c Snuff Street, Devizes, Wiltshire, SN10 1DU confirming such termination, by removing all of Your Content from your account, or by deleting your account and thereafter ceasing to use the Choon Services.

Choon may suspend your access to the Choon Services and/or terminate this agreement at any time if (i) you are deemed to be a Repeat Infringer as described above; (ii) you are in breach of any of the material provisions of the Agreements; (iii) Choon elects at its discretion to cease providing access to the Choon Services in the jurisdiction where you reside or from where you are attempting to access the Choon Services; or (iv) in other reasonable circumstances as determined by Choon at its discretion.

Once your account has been terminated, any and all User Content residing in your account, or pertaining to activity from your account, will be irretrievably deleted from Choon, except to the extent that we are obliged or permitted to retain such content, data or information for a certain period of time in accordance with the applicable laws and regulations and/or to protect our legitimate business interests. You are advised to save or back up any material that you have uploaded to your account before terminating your account, as Choon assumes no liability for any material that is irretrievably deleted following any termination of your account.

  1. REPEAT INFRINGERS

Choon will suspend or terminate your access to the Choon Services if Choon determines, in its reasonable discretion, that you have repeatedly breached the Agreements.

We will also suspend or terminate your account without warning if ordered to do so by a court, and/or other appropriate circumstances, as determined by Choon at its discretion.

  1. DISPUTES

a. Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Choon, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Choon Services, any content you post, store or otherwise transmit in or through the Choon Services, your violation of the rights of any third party, or any breach of the Agreements. The foregoing indemnity includes, without limitation, any claims, losses, damages, liabilities, including legal fees and expenses, arising out of Your Content.

b. Limitation of Liability and Damages

i. Limitation of Liability.

You hereby acknowledge and agree that Choon (i) stores content and other information at the direction, request and with the authorisation of its users, (ii) acts merely as a passive conduit and/or host for the uploading, storage and distribution of such content, and (iii) plays no active role and gives no assistance in the presentation or use of the content. You are solely responsible for all of Your Content that you upload, post or distribute to, on or through the Choon Services, and to the extent permissible by law, Choon excludes all liability with respect to all content (including Your Content) and the activities of its users with respect thereto.

You hereby acknowledge and agree that Choon cannot and does not review the content created or uploaded by its users, and neither Choon nor its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders has any obligation, and may, but does not undertake or assume any duty to, monitor the Choon Services for content that is inappropriate, that does or might infringe any third party rights or has otherwise been uploaded in breach of the Agreements or applicable law.

We shall not be liable and shall not compensate you for any loss or damage you may suffer unless we have failed to carry out our obligations under the Agreements to a reasonable standard or breached any duties imposed on us by law, including if we have caused death or personal injury by our negligence, and that failure is not attributed to: (a) your own fault, for example your failure to implement recommendations previously advised by us; (b) a third party unconnected with our performance of your computer equipment; or (c) any other events which neither we nor our suppliers could have foreseen or forestalled even if we or they had taken reasonable care.

Accordingly, we will not be responsible for loss of or damage to your computer hardware or software or other personal property or any other losses which you suffer as a result of accessing the Choon Services unless this is due to our neglect or failure to take reasonable precautions and such losses are reasonably foreseeable. We strongly recommend that you (a) take care to verify the suitability and compatibility of your computer system prior to use; and (b) take reasonable precautions to protect yourself against harmful programs or devices including through installation of anti-virus software.

c. Applicable Law and Jurisdiction

The Agreements are governed by the relevant UK law and you and we agree to only bring legal action about the Agreements in a UK court. We will try to solve any disagreements quickly and efficiently. If you are not happy with the way we deal with any disagreement, you and we may agree to refer the matter to arbitration, but you and we are not restricted from bringing court proceedings.

  1. MISCELLANEOUS

a. Waiver

If we fail to exercise or enforce any right or provision of the Agreements, it will not constitute a waiver of such right or provision. Any waiver of any provision of the Agreements will be effective only if in writing and signed by the relevant party.

b. Severability.

If any provision of the Agreements or any Guidelines is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from the Agreements to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

b. Assignment.

Choon may assign the Agreements or any part of them, and Choon may delegate any of its obligations under the Agreement. You may not assign the Agreements or any part of them nor transfer or sub-license your rights under the Agreements, to any third party. Any assignment attempted to be made in violation of the Agreements shall be void.

d. Survival.

Upon termination of the Agreements, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, clauses 11, 13, 19, 20, and 22-23.

e. Entire Agreement.

The Agreements constitute the entire agreement between you and Choon relating to the subject matter herein and will not be modified except in writing, signed or otherwise agreed to by both parties, or by a change to the Agreements made by Choon as set forth in clause 8 above.