Effective Date: 11/1/2019
Last Updated: 11/1/2019
Thanks for choosing Keyframe Audio as your complete music solution.
These Terms are between HAAWK, Inc., a Delaware corporation, d/b/a “Keyframe Audio”, and its related companies (collectively, “Keyframe Audio”, “we”, “us”, or “our”) and You ("you" or "your"). These Terms govern your use of the Website, www.keyframeuadio (the “Site”), all related services, and any other services we provide in connection with the Site (collectively, the “Services”). For purposes of these Terms, “Works” is defined as any music, sound recordings, and/or sound effects available on or through the Site.
1.1. ACCEPTANCE. By accessing or using the Services in any way, (a) you represent that you have read and understood these Terms, and (b) you agree to be bound by these Terms. If you do not agree with these Terms, then you may not access or use this Site or any of its Services. You should print or otherwise save a copy of these Terms for your records.
1.2. ELIGIBILITY. To access, use, and/or register for the Services you must (a) be eighteen (18) years of age or older, and (b) have the power to enter a binding contract with us and are not barred from doing so under any applicable laws. You also represent and warrant that any information that you submit to us for the purposes of licensing the music available from the Site is accurate, true, and complete, and that you will update the information if any relevant changes occur.
These Terms are subject to change by Keyframe Audio at any time. If we make any changes, we will change the Effective Date above, and where appropriate, may notify you via e-mail or announcement on the Site. You understand and agree that by using the Services after the Terms are changed, that your continued use of the Services constitutes your acknowledgement and acceptance of the Terms as revised. We encourage you to periodically review our current Terms.
Table of Contents
1. Use of Services
Keyframe Audio grants you permission to access and use the Site and the Services for purposes of licensing music for film and video productions according to these Terms. The information and content available on the Site and in the Services are protected by copyright laws throughout the world. Unless otherwise specified, your right to use any of the Works that you access through the Site or Services is subject to these Terms.
Periodically, we will update and improve the Site and Services. This may result in changes to functionality. By using the Site you acknowledge and agree that Keyframe Audio may apply these changes without prior notification.
Restrictions - The rights granted to you in these Terms are subject to the following restrictions:
- You shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Site or any portion of the Site, in whole or in part, or any content appearing on the Site.
- You shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Site or its materials.
- You shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to "scrape" or download data from any web pages contained in the Site.
- You shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Site, Services and Works.
- All future releases, updates or other additions to the Site, Services, and Works will be subject to these Terms. Keyframe Audio, its suppliers and service providers reserve all rights not granted in these Terms. Any unauthorized use of the Site, Services, and Works terminates the licenses granted by Keyframe Audio pursuant to these Terms.
- You must create an account with us and pay for a subscription license in order to use the Works and Services. When you create an account, you will be required to provide certain information (e.g. email address, a password for your account, or your Facebook public profile).
- You agree to (i) maintain the confidentiality and security of your email and password, and (ii) remain responsible for all uses of your email and password, and all activity emanating from your account, whether such activity was authorized by you or not. If your email or password is lost or stolen, or if you believe that your account has been compromised and accessed by unauthorized third parties, you are advised to notify us immediately in writing (emailing to hi(at)keyframeaudio.com is sufficient), and should change your password at the earliest possible opportunity. Keyframe Audio shall not be liable in any way whatsoever for any loss that you may incur as a result of someone else using your account, either with or without your knowledge. However, you could be liable to us for losses incurred by us or another party due to someone else using your account and/or the Works accessible through your account. You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. Keyframe Audio reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party's rights. You agree not to create an account or use the Works and/or the Services if you have been previously removed or banned by Keyframe Audio, or if your account has been previously terminated from the Services.
3. Company’s Intellectual Property
- All Works on the site are copyright protected. The License (hereinafter defined) issued by Keyframe Audio is solely for the purposes of using the Works in film, TV, video, radio, and multi- media productions (aka a sync-license) and does not grant you any right to resell, reproduce, transfer, assign or use the Works in any other type of production.
- All logos, custom graphics, icons and service names (including, without limitation, “Keyframe Audio” and the Keyframe Audio logo) are trademarks or service marks of Keyframe Audio our affiliates. Nothing in these Terms grants you any right to use any trademark, service mark, logo, and/or the name of Keyframe Audio or our affiliates, without our express written consent.
- All information, communications, software, published works, photos, video, graphics, marketing or branded material, or any other visual content that can be viewed or accessed by users on our Site and is owned by Keyframe Audio or our affiliates. These Terms do not grant you any license or right of use to this content or exploit these materials.
4. Description of Services
- License (the “License”) - Keyframe Audio offers a license to use the Works in film and video productions, commonly referred to as a “sync-license”. The License is valid worldwide on any digital platform, terrestrial television and cable or satellite broadcasts. The License is valid in perpetuity. Users who download music during the period of their paid subscriptions are allowed to use the Works in video/film productions both during and after the expiration of the subscription period.
- Access - A paid subscription grants the user access to the complete catalog of Works which may be downloaded in various formats and used in a visual-media production. A daily download limit may be set for the purposes of balancing resources, protecting content, verifying authorized usage or any other purpose which Keyframe Audio determines is in the interest of protecting the copyrighted material and/or user accessibility.
- Clearance – You may add the URL’s, YouTube Channel ID’s, Facebook pages, or Instagram profiles (collectively, the “Profiles”) to your subscription account on the Site and they will be whitelisted from copyright claims by HAAWK, Inc. This does not prevent copyright claims on your videos from intellectual property from another owner or source, but only applies to the Works you acquired from Keyframe Audio. During the period of your active subscription, the Company shall maintain copyright claim clearance on the use of the Works in YouTube Content ID and Facebook Rights Manager (including Instagram) for any Profile you have whitelisted through your account.
- The License is non-exclusive and non-transferable. It is fully understood and agreed to by you that Keyframe Audio is not extending any further rights, interest or title to you beyond the License to use the Works according to these Terms and that by accepting these Terms, you acknowledge and agree that all Works presented on the Site are protected by any and all intellectual property and/or other proprietary rights available within the United States, and are the sole property of Keyframe Audio or its affiliates, as applicable.
- You understand and agree that the Services are being provided and are made available on an “AS IS” basis. You understand and agree that temporary interruptions of the Site may occur as normal events that are not in our control. You understand and agree that we have no control over the third-party networks or service(s) that we may use to provide the Works to you. You agree that the Works available on the Site are provided “AS IS”. Keyframe Audio is not responsible for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings. YOU ASSUME ALL RISKS AND COSTS WHATSOEVER ASSOCIATED WITH YOUR USE OF THE SERVICES. Additionally, we are not obligated to provide any maintenance, technical, or other support for the Services.
- As part of using the Services, we may provide you with the opportunity to submit comments, suggestions, or other feedback regarding your use of the Services. You agree that in the absence of a separate written agreement to the contrary, we will be free to use any feedback you provide for any purpose and without any compensation due to you.
- You agree to use the Works and the Services only for purposes as permitted by these Terms and any applicable laws or regulations. We reserve the right to modify or impose any limitations on the use of the Services at any time, with or without notice to you. All rights that are not expressly granted by us in these Terms are reserved.
5. Subscription, Renewal And Cancellation
- Annual Subscription – The Keyframe Audio subscription is for a period of 12 months from the date of payment for the full access license and automatically renews for successive 12-month periods unless and until you cancel your subscription prior to the current period’s renewal. The subscription service requires that you have Internet access and provide a current, valid, accepted method of payment to pay for the service. The provided payment method will be billed for the subscription fee. Except as set forth in these Terms, all fees for the Services are non-refundable. No contract will exist between you and Keyframe Audio for the Services until Keyframe Audio accepts your payment and your payment is not disputed or otherwise refunded by Keyframe Audio.
- Payment Methods - You may edit your payment method information anytime prior to your upcoming renewal. In the order notification email you receive when you initially sign up, there is an individual URL that will take you to a unique and secured page to update your payment method. Payment processing services are securely provided by Bright Market, LLC (“Fastspring”) and are subject to Fastspring’s Terms of Service. By agreeing to these subscription Terms or continuing to use the Services, you hereby agree to Fastspring’s Terms of Service. As a condition for Keyframe Audio using Fastspring’s services to process payments, you agree to provide Keyframe Audio with current, accurate and complete information about you and/or your business, and you authorize Keyframe Audio to share this information, as well as the transaction information related to your use of the payment processing services provided by Fastspring, with Fastspring.
- Cancellation – If you choose to cancel your upcoming renewal you can contact us at hi(at)keyframeaudio.com. If you cancel your upcoming renewal, you may use your subscription until the end of your current subscription period. Your subscription will not be renewed after your then-current period expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, you authorize Keyframe Audio to charge your provided payment method, and again at the beginning of any subsequent renewal subscription period. Upon renewal of your subscription, if Keyframe Audio does not receive payment from you, then (i) you agree to pay all amounts due on your account upon demand, and (ii) you agree that Keyframe Audio may either terminate or suspend your subscription and continue to attempt to charge your provided payment method until payment is received in full. Upon receipt of payment, your account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day that your payment was received. We reserve the right to change the subscription fee for any renewal term to be effective upon the renewal of your subscription.
- Taxes – Keyframe Audio’s stated fees do not include any applicable Sales Taxes. If any Services, or payments for any goods or services, under this Agreement are subject to Sales Tax in any jurisdiction, you will be responsible for payment of such Sales Tax, and any related penalties or interest and you hereby indemnify Keyframe Audio for any liability or expense we may incur in connection with such Sales Taxes. For purposes of this Agreement, “Sales Tax“ shall mean any sales tax, use tax, value-added tax (also know as VAT), duty, and any other tax measured by sales proceeds, that Keyframe Audio is permitted to pass to you that is (a) the functional equivalent of a sales tax, and/or (b) the applicable taxing jurisdiction does not otherwise impose a Sales Tax. Keyframe Audio may automatically charge and withhold Sales Tax for orders to be delivered to addresses within any jurisdictions that it deems is required. The country you indicate for subscription shall be considered your country of residence for Sales Tax purposes. If you reside in a jurisdiction where the responsibility to collect and assess Sales Taxes lies with the recipient of the service, you will appropriately self-assess for such Sales Taxes and meet all associated compliance responsibilities.
- Trial Accounts - Any free trial or other promotion that provides access to the Keyframe Audio Site and Services may only be used within the specified time of the trial. Any Services or Works accessed during that promotional period can only be used for personal and private use. Commercial use is strictly prohibited with a trial account and will be considered a copyright violation. You will be asked for valid credit card information when you sign up for a trial account. We will use the payment information for future subscription fees unless you terminate the trial subscription within the timeframe provided by Keyframe Audio. We will start your 7-day free trial upon completion of your trial signup. You may cancel your trial subscription without charge at any time within 7 days of placing your trial order. If you do not cancel your trial account within 7 days of the date you start your trial, your subscription will continue automatically and the full subscription fee will be billed to the credit card or other payment method provided by you when you signed up for the trial, on the first day of each successive subscription term. Such billing will occur without further notice to you. Should you choose to discontinue your subscription for any reason before expiration of the then applicable subscription term or the trial period, you may cancel your subscription and terminate future billing by sending us an email at hi(at)keyframeaudio.com. You must cancel your subscription before the end of the trial period in order to avoid being charged a subscription fee. If you cancel prior to the end of the trial period and are inadvertently charged for a subscription, please contact us via email at hi(at)keyframeaudio.com to have the charges reversed.
- Billing Disputes - You must notify us in writing within seven (7) days after receiving your credit card statement, if you dispute any of our charges on that statement or such dispute and your dispute rights, will be deemed waived. Billing disputes should be notified to the following address: hi(at)keyframeaudio.com.
- Digital Millennium Copyright Act - Please review our Digital Millennium Copyright Act Policy (“DMCA Policy”) regarding Keyframe Audio’s rights under the DMCA included in our License, which is incorporated herein by reference with the same force and effect as if fully set forth herein.
6. Limitation of Liabilities
- You understand and agree that in no event shall Keyframe Audio be liable for any indirect, incidental or consequential damages that may occur in connection with the Site, the Services, Works or the site content, including, without limitation, any damages resulting from loss of use, data, or profits, whether or not Keyframe Audio has been advised of the possibility of such damages, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with these Terms, or from any communications, interactions or meetings with other users of the Site or the Services, on any theory of liability, resulting from any matter related to the Site or the Services, whether based on warranty, copyright, contract, tort (including negligence), product liability or any other legal theory. The foregoing limitations of liability apply to the fullest extent allowed by law.
- Under no circumstances will Keyframe Audio be liable to you for more than the amount received by Keyframe Audio as a result of your use of the Site and the Services in the subscription period during which you first assert claim. If you have not paid Keyframe Audio any amounts during the subscription period which you first assert any such claim, Keyframe Audio’s sole and exclusive liability shall be limited to ten dollars ($10). The foregoing limitations of liability apply to the fullest extent allowed by law.
- The limitations of damages set forth in Sections 6 a) and b) are fundamental parts of the “basis of the bargain” between Keyframe Audio and you.
7. Copyright Claims
- Keyframe Audio works directly and closely with only a select number of composers, writers, labels, and publishers with whom we have the highest confidence in their integrity and creativity. However, on very rare occasions, misunderstandings based on incomplete information may arise that requires review and clarification regarding copyright issues. If you believe that work in which you may have an interest in has been copied and posted on the Site in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Site or Services of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Contact information for our Copyright Agent for notice of claims of copyright infringement is as follows:
HAAWK, Inc. dba Keyframe Audio
Attention: Copyright Agent
12400 Ventura Blvd #122 Studio City, CA 91604 hi(at)keyframeaudio.com
8. Term and Termination
- These Terms begin on the date when you accept them by using the Site and/or any of the Works or Services and remain in full force and effect while you use the Site and/or Services, unless terminated in accordance with these Terms.
- Termination by You - You may terminate the use of the Services by (a) notifying Keyframe Audio at any time, and (b) cancelling your Account for all Services that you use. Your notice should be sent, in writing, to Keyframe Audio at hi(at)keyframeaudio.com.
- In the event that Keyframe Audio determines, in its sole discretion, that you have breached any portion of these Terms, Keyframe Audio reserves the right to:
- Warn you via e-mail (to any e-mail address you have provided to Keyframe Audio) that you have violated these Terms;
- Suspend or terminate your access to the Site and/or the Services;
- Notify and fully cooperate with the proper law enforcement authorities for further action; and/or
- Pursue any other action which Keyframe Audio deems to be appropriate.
- Termination by Keyframe Audio - We reserve the right to terminate or restrict your use of the Site, the Works, and/or the Services if we suspect that you are either in violation of any of these Terms or engaged in illegal or improper use of the Site, the Services and/or the Works, and in our sole and absolute discretion, may terminate your account or otherwise prevent your use of the Service if we believe that you have (a) failed to pay any subscription fees, (b) breached these Terms, (c) infringed the intellectual property rights of a third party, (d) violated or acted inconsistently with these Terms or the License. We will not be liable for any compensation if your use is terminated or restricted due to these infractions. You agree that any deactivation or termination of your access to the Service for the foregoing reasons may be effected without prior notice to you and without compensation, and that Keyframe Audio will not be liable to you nor any third party for any termination of your account. IN THE EVENT OF ACCOUNT TERMINATION, ALL PREVIOUSLY ISSUED LICENSES SHALL BE TERMINATED AND YOU MAY BE SUBJECT TO CLAIMS OF COPYRIGHT INFRINGEMENT. Keyframe Audio may pursue permanent injunctive relief and other applicable legal remedies if your misuse of the Works and/or the Services results in any damages to Keyframe Audio or its affiliates. You agree that all terminations shall be made at Keyframe Audio’s sole discretion.
- Effect of Termination - Termination by either party may include removal of access to the Site, the Services, and/or the Works. Termination also includes deletion of your password and all related information, saved favorites, download history and playlists. Keyframe Audio will not have any liability whatsoever to you for any termination, including the removal of your saved account information. Upon termination, all provisions of these Terms pertaining to limitations, ownership provisions, copyrights, warranty disclaimers, and limitation of liability shall remain in force and binding.
- If your subscription to access the Site or the Services is terminated by Keyframe Audio due to your violation of these Terms, then you agree that you will not attempt to re-register with or access the Site or the Services through use of a different member name, IP address, or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees for Services to which your access has been terminated.
- If Keyframe Audio becomes aware of any possible violations by you of these Terms, Keyframe Audio reserves the right to investigate such violations. If, as a result of the investigation, Keyframe Audio believes that criminal activity has occurred, Keyframe Audio reserves the right to pursue the matter and/or refer the matter to, and to cooperate with, any and all applicable legal authorities. Keyframe Audio is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on the Site or in the Services, including your information, in Keyframe Audio’s possession in connection with your use of the Site or the Services, to (1) comply with applicable laws, legal process, or governmental request; (2) enforcement of the Terms; (3) respond to your requests for customer service; or (5) protect the rights, property or personal safety of Keyframe Audio, its users or the public, and all enforcement or other government officials, as Keyframe Audio in its sole discretion believes to be necessary or appropriate.
- Indemnification - You agree to indemnify and hold Keyframe Audio and its affiliates harmless from any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of: (a) your use of, the Site or the Services; (c) your violation of these Terms; (d) your violation of any rights of another party, or (e) your violation of any applicable laws, rules or regulations. Keyframe Audio reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you hereby agree to fully cooperate with Keyframe Audio in asserting any available defenses. You agree that the provisions in this section will survive any termination of your account or the Services.
9. International Users
- Keyframe Audio is based, and the Site and Services are operated, from its headquarters in the United States of America. Those who access or use the Site or the Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.
10. General Provisions
- Communication - Keyframe Audio uses electronic means for all communications, whether you visit the Site or send Keyframe Audio emails, or whether Keyframe Audio posts notices on the Site or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Keyframe Audio in an electronic form; and (2) agree that all terms and conditions (including but not limited to these Terms), agreements, notices, disclosures, and other communications that Keyframe Audio provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
- Assignment - These Terms, and your rights according to these Terms, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Keyframe Audio’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
- Force Majeure - Keyframe Audio shall not be liable for any delay or failure to perform that results from causes outside of our reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
- Dispute - If you believe that Keyframe Audio has not adhered to these Terms, please contact us by email at hi(at)keyframeaudio.com. We will do our best to address and resolve your concerns. If you feel that your complaint has not been fully resolved, please let us know so we can look into the matter further.
- Governing Law and Venue - This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California and within the county of Los Angeles, without giving effect to any conflict of laws principles that require the application of the law of a different state, country, or local jurisdiction, and consistent with the Federal Arbitration Act. You agree that the Site and all Services shall be deemed solely based in California. YOU CONSENT AND AGREE ANY CLAIM OR DISPUTE BETWEEN YOU AND KEYFRAME AUDIO THAT ARISES IN WHOLE OR IN PART FROM THE WEBSITE AND/OR SERVICES SHALL BE DECIDED EXCLUSIVELY BY A STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED IN LOS ANGELES COUNTY, CALIFORNIA. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. YOU AGREE THAT ANY CAUSE OF ACTION INITIATED BY YOU AND ARISING OUT OF OR RELATED TO THESE TERMS, THE WEBSITE, THE SERVICES OR THE WORKS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OCCURS. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
These Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.