Terms of Use
Last Updated On: June 20, 2022
KENA Music Intelligence Inc. (hereinafter, “us”, “we”, “our”, or “Kena”) owns and operate a platform that offers Services (as defined below) through our website to you (“you” or “User”), all of which are subject to these Terms of Use, our Privacy Policy and any other policy introduced on, through or in connection with our platform or for the purpose of the Services (henceforth, collectively, the “Terms”). THE TERMS ARE A BINDING CONTRACT BETWEEN KENA AND YOU GOVERNING YOUR USE OF THE SERVICES. BY CLICKING ON THE “I ACCEPT,” “SUBMIT,” “CREATE ACCOUNT” OR ANY OTHER SIMILAR CALL TO ACTION LINKING TO OR OTHERWISE PRESENTING THE TERMS, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE TERMS IN FULL; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THE TERMS AND, IF ENTERING INTO SUCH TERMS FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THEIR TERMS.
WHEN YOU ACCESS OUR WEBSITE, YOU AGREE TO THIS PRIVACY POLICY. IF YOU DO NOT AGREE TO THIS PRIVACY POLICY, OR TO ANY CHANGES WE MAY SUBSEQUENTLY MAKE, IMMEDIATELY STOP ACCESSING OUR WEBSITE.
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ELIGIBILITY
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You must be at least 13 years old to use the Services. By agreeing to the Terms, you represent and warrant to us that: (i) you are at least 13 years old; (ii) you have not previously been suspended or removed from the Services; and (iii) your use of the Services is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting the Terms on your behalf represents and warrants that they have authority to bind you to the Terms and you agree to be bound by the Terms. No part of the Services is directed to persons under the age of 13. IF YOU ARE UNDER 13 YEARS OF AGE, YOU MUST NOT USE OR ACCESS THE SERVICES AT ANY TIME OR IN ANY MANNER.
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SERVICES
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“Services” means and includes our website and any associated software and applications (“App”) and internet services under our control, whether partial or otherwise, used in connection with the services we provide. Through our Services, you can streamline the process of learning, creating, saving, and sharing original music, in addition to collaborating with other users of the Services. The Services offer an online platform designed to provide you with resources to enhance music creation and collaboration. Any use of the platform shall be solely in accordance with the Terms, as updated from time to time. You acknowledge and agree that we retain all right, title, and interest in and to all existing and AI generated Kena content and data, all copies or parts thereof, and all intellectual property rights (“IPR”) contained therein, including but not limited to, patents, copyright, trademarks, trade secrets, and all other IPR across territories and under any international convention.
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“Third Party Sites or Services” – Our Services may link you to websites owned by third parties which may be licensed by us to perform certain integral functions on our behalf. We are not responsible for these third-party websites, and if you use these links, you will solely be liable to read the terms of service and privacy policies of those third party websites. In no circumstance will Kena be responsible or liable for any loss or damage incurred as a result of any interactions you may have on or via the third-party website.
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DEFINITIONS
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“Post” and “Posting” mean submitting, uploading, publishing, displaying, or similar action on the Services.
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“Tokens” mean the digital tokens used to support the rewards for User engagement with the Services pursuant to these Terms, among other purposes.
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“Track(s)” means any musical work or sound recording, including any embodiment of a musical work or sound recording, such as a .mp3 file or a .wav file.
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“Use” means to reproduce, distribute, publicly display, transmit, synchronize, communicate to the public, make available, publicly perform (including by means of digital audio transmissions) on a through-to-the audience basis, create derivative works from, transmit to Third Party Sites, and otherwise use and exploit.
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“User Content” means any material that you Post to the Services, including, without limitation, musical works, sound recordings (including Tracks), literary works, photographs, audio-visual works, artwork and other related content.
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ACCOUNT CREATION
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To utilize the Services, Kena will require User to create an account which in turn shall require your name, address, valid email address, and other information as prompted. The information collected hereunder shall be subject to and governed by our Privacy Policy. You represent and warrant that information provided at the time of creating an account and otherwise will be accurate and complete.
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You agree to maintain your account securely, keep your log-in details confidential, notify Kena of any unauthorized use or breach, and remain responsible for all activity in your account. If found in breach of the Terms, we may suspend access to your account and seek legal remedies. Use of any Kena IPR is on a non-exclusive, non-transferable, revocable, and limited basis. No part of the Terms is to be construed as a transfer or assignment of any rights by Kena to you.
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USER PROFILE
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You may create a personal page (your “Profile”) on the Services on which to showcase Tracks.
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You are responsible in maintaining the confidentiality of your account details, Profile and activities taking place in your account and vis-a-via your Profile. Additionally, you agree that Kena may remove or disable any offensive audio-video, image, text, or any other content in its sole discretion or on the basis of a third-party allegation that is linked to your Profile or account.
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The Tracks you Post to your Profile will be subject to the license grants and other covenants, representations, and warranties set forth in the Terms. All Profiles can be viewed in public by default, however, any Tracks you Post can be made visible to the public only if You choose to share it with the public on creation. All Tracks shall be visible only by You and set to “private” on creation, by default.
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TRACKS
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You or a third-party licensor, as appropriate, retain all intellectual property rights to the User Content you Post to the Services. This also means that you are responsible for protecting any of your rights in your User Content (including any User who violates the license you grant to such other User for Use as per the Services), and Kena shall not be responsible for any suo-moto enforcement of the Terms against another User in the event of any alleged infringement. You may notify or report to Kena of such alleged infringement and Kena may, at its sole discretion and without any obligation to do so, either take down the infringing Track, or terminate Services for the applicable User.
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If you find objectionable content in any other user’s User Content, then please notify us by sending an e-mail to support@Kena. You are solely responsible for the content of any User Content, including but not limited to Tracks. We may provide areas for Users to comment and Post artwork and other materials that are not Tracks (all User Content that is not a Track is “Other Content”). Other Content is subject to the license grant and restrictions in this Section (excluding those provisions applicability only to Tracks). The opinions expressed in any Other Content are to be attributed solely to the User that Posted such content and Kena disclaims all liability and responsibility for the same.
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TOKENS
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Kena manages a certain portion of the Tokens used to support the rewards relating to Services, among other purposes. In consideration of your support of the Services, upon your creation and distribution of User Content on and through the Services, Kena may, directly or indirectly, airdrop or otherwise cause to be airdropped Tokens to your designated digital wallet following a Post, in an amount to be determined by Kena based on community engagement with your User Content. Any Users receiving such Tokens shall be responsible for implementing reasonable measures for securing such User’s own digital wallet, including any requisite private key(s) or other credentials necessary to access such wallet or vault.
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Users shall not offer to sell, exchange, pledge, hypothecate, barter or otherwise transfer the Tokens in any amount, in any capacity, through any means to any other person or entity for a period of twelve (12) months from each delivery date. After such period, a pro rata portion of the Tokens will be released monthly over a period of twelve (12) months. Any attempted or consummated Token transfer that does not comply with the Terms is void ab initio, and Kena may take all actions necessary to void such transaction, including implementing technical controls or corrections.
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OWNERSHIP AND RIGHTS
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You agree and acknowledge that Kena retains all right, title, and interest in Kena website and Services including, but not limited to, visual interfaces, graphics, design, computer code, data, source or object code, software, and all IPR contained therein. Kena grants no rights other than the rights expressly granted to you under the Terms. You shall not remove, obscure, or alter any IPR notices in relation to Kena. We reserve all rights to our website and Services not granted expressly in the Terms.
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Except as expressly permitted hereunder, you shall not and shall not permit or authorize a third party to (i) copy, modify, reverse engineer, decompile, or alter the source code, object code or algorithms of Kena or the Services; (ii) translate or create derivative work based on, substantially similar to, or competes with Kena or the Services; (iii) license, sub-license, transfer, assign, share, publish, exploit, or make available Kena or the Services to any third party; (iv) use Kena or the Services for any unlawful purposes, including infringement of IPR, breach of privacy or data regulations, share or post content that may be harmful, a security risk, threatening, abusive, vulgar, obscene, pornographic, hateful, racist, objectionable, etc.; (v) disrupt the integrity of Kena, the Services and data contained therein. Kena reserves all right, title, and interest to any Kena intellectual property not expressly granted to you herein.
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We may (i) copy, use, modify, distribute, and disclose your data to the extent necessary to provide our Services to you in compliance with the Terms; (ii) use your data for internal operations and functions; (iii) use your data in an aggregate, de-identified basis, without disclosing any personally identifiable information for marketing purposes and business analytics. “Data” here refers to any and all information collected and stored by or on behalf of you from your use of Kena, excluding data relating to the operation of Kena.
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USER-CONTENT
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License Grant. You grant Kena an unrestricted, assignable, sub-licensable, irrevocable, royalty-free license throughout the universe to Use all User Content you Post to the Services, through any media and formats now known or hereafter developed, for the purposes of (i) advertising, marketing, and promoting Kena and/ or the Services; (ii) sharing information about your User Content with third parties and Third Party Sites, including Users; and (iii) Using your User Content on and through the Services as authorized in the Terms. You also grant us a royalty-free license to Use your name, image, voice, and likeness as made available by you or on your behalf through the Services in conjunction with advertising, marketing, or promoting you, your User Content, Kena and/ or the Services. For clarity, the rights granted in the preceding sentences of this Section include, but are not limited to, the right to reproduce sound recordings (and make mechanical reproductions of the musical works embodied in such sound recordings), and publicly perform sound recordings (and the musical works embodied therein), all on a royalty-free basis. This means that you are granting us the right to Use your User Content without the obligation to pay royalties to any third party, including, but not limited to, a sound recording copyright owner (e.g., a record label), a musical work copyright owner (e.g., a music publisher), a PRO, a sound recording rights organization (e.g., Sound Exchange), any unions or guilds, and engineers, producers or other royalty participants involved in the creation of User Content. However, if your User Content is a Track, then we will exercise our rights under this Section in a manner consistent with the public or private share settings you have chosen for the Track. For example, if you’ve indicated that a Track is private, then we will exercise the rights to such Track under this Section in a manner consistent with your intent to keep it private (e.g., not use such Track to advertise, market, and promote Kena and / or the Services till such time the Track is set to private).
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You shall not Post any User Content to the Services if you are not the copyright owner of, or are not fully authorized to grant rights in, all of the elements of the User Content you intend to Post to the Services, including but not limited to the underlying compositions in such User Content. You agree that by Posting any User Content, including the Tracks, you are acknowledging that you have all the necessary rights as set out hereunder to Post such User Content. You represent and warrant that: (i) any User Content you Post to the Services is truthful, accurate, not misleading, and offered in good faith, (ii) you own the User Content you Post on or through the Services or otherwise have the right to grant the license set forth in the Terms; (iii) the Posting and use of your User Content on or through the Services does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person; (iv) the Posting of your User Content on the Services will not require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and (v) the posting of your User Content on the Services does not result in a breach of contract between you and a third party. You must pay all amounts owed to any person as a result of Posting your User Content on the Services, including any subsequent Posting to the Services by any Users who have Used your User Content. You agree that your User Content is non-confidential and non-proprietary, except as otherwise agreed upon between Kena and you.
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If you are a composer or author of a musical work and have affiliated with a PRO, then you must notify your PRO of the royalty-free license you grant through the Terms to Kena. You are solely responsible for ensuring your compliance with the relevant PRO’s reporting obligations. If you have assigned your rights to a music publisher, then you must obtain the consent of such music publisher to grant the royalty-free license(s) set forth in the Terms or have such music publisher enter into the Terms with us.
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Notwithstanding anything contained herein, the owners or operators of Third-Party Sites will not have any separate liability to you or any other third party for User Content Posted or Used on such Third-Party Sites via the Services.
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Kena does not represent or guarantee the truthfulness, accuracy, or reliability of User Content. You accept that any reliance on material posted by other Users or third-party service providers will be at your own risk. By using the Services, you accept the risk that you might be exposed to content that is objectionable or otherwise inappropriate.
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You are solely responsible for your User Content on the Services. You assume all risks associated with your User Content, including anyone’s reliance on its quality, accuracy, or reliability. You may expose yourself to liability if, for example, your User Content contains material that is false, intentionally misleading, or defamatory; violates third-party rights; or contains material that is unlawful or advocates the violation of any law or regulation. Additionally, you are solely responsible for maintaining backup copies of any User Content you upload to the Services. We are not responsible for the deletion or unavailability of any User Content.
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Communication and Feedback: By using our website and Services, you agree that we may communicate with you electronically regarding security, privacy, customer service, and other administrative issues relating to your use of Kena. From time to time, you may provide suggestions, comments for enhancements, or feedback to Kena; we may choose to improve our services at our sole discretion. You grant Kena a royalty-free, transferable, licensable, irrevocable, and perpetual license to copy, distribute, publish, or create derivative work using or based on your feedback.
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INTELLECTUAL PROPERTY POLICY
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Kena reserves the right, without obligation, to (i) remove any User Content we find or are notified of to be infringing a third party’s IPR; (ii) ban and remove any User and the User Content shared by a repeat infringer i.e., who has received more than one take-down notice.
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TERMINATION
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Terms apply and are effective from the date you commence using the Kena website and Services and terminate as follows: You have the right to terminate your account at any time by sending a request to info@Kena. Kena may terminate, with or without cause, your account and the Terms at any time by providing prior notice to your registered email address. Where you breach the terms and conditions mentioned hereunder, we may immediately terminate the Terms with or without prior notice. Notwithstanding the foregoing, upon termination, all rights and licenses will immediately terminate, and you shall discontinue the use of the website and Services. Upon termination of the Terms for any reason, then all of your User Content may be made inaccessible via the Services although copies of your User Content may remain stored on back-up storage media maintained by or for us. You grant us a royalty-free license to retain such back-up copies of your User Content on storage media maintained by or for us. If you stop using the Services but keep User Content on the Services, then the Terms will continue to apply in full force and effect for so long as such User Content is available on or through the Services. Any provision of the Terms which by its nature are intended to survive, will survive expiration or termination of the Terms.
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WARRANTIES AND REPRESENTATIONS; DISCLAIMERS
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You represent and warrant that (i) you have the full power and authority to agree to the Terms; (ii) that all information User has provided and will provide to Kena in relation to the Services is true and accurate; (iii) your content and data shared in connection with the website and Services, and Kena’s exercise of all rights and licenses granted by you herein, do not and shall not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does your content or data contain any matter that is defamatory, obscene, hateful, unlawful, threatening, abusive, tortious, offensive, or harassing; (iv) the content you post and share is truthful, accurate, submitted in good faith; (v) you own the content shared and can license the same and where your content contains any third party IPR, you have obtained the appropriate licenses or permission to use and share the same; (v) you will use Kena only for its intended purpose and will comply with all privacy, data protection, IPR, contractual, and other applicable laws; and (vi) you are eligible to enter into this contract.
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Under no circumstances will Kena be liable for any content or data of any third party, including other users of the website and Services, for any errors or omissions, loss or damage incurred as a result of the use of such content, or the risk of being exposed to content that is objectionable or otherwise inappropriate. We are not responsible for any dispute or disagreements between you and any third party you interact with by using our Services, and you agree to release us of all claims, demands, and damages in such cases. Without limiting the foregoing, we shall have the right to remove any content or data that violates the Terms or that in our sole discretion we find to be objectionable.
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In making a decision to enter into the Terms, you represent and warrant that you have relied solely upon the Terms and independent investigations made by User, and you are not relying on any statement made by, or information provided by, Kena or any of its affiliates with respect to the legal, tax and other economic factors involved in entering into the Terms and/or the Tokens. You understand that you are solely responsible for reviewing the legal, tax and other economic considerations involved in entering into the Terms with your own legal, tax and other advisers. Kena will rely, and is so entitled to rely, on representations, warranties and covenants made by User in these Terms.
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You represent and warrant that you have sufficient knowledge, understanding, and experience, either independently or together with your representative(s), in financial and business matters, and of the functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptographic tokens, token wallets and other token storage mechanisms, public and private key management, blockchain technology, blockchain-based software systems, internet-of-things devices, and networking stacks, to understand the Terms, and such knowledge, understanding, and experience enables User to evaluate the merits and risks of entering into the Terms and receiving and using the Tokens. The User acknowledges and understands that the Tokens confer only the right to use as part of the Services, and confer no other rights of any form with respect to the Services, Kena, and/or any of its affiliates, including, but not limited to, any ownership, distributions (i.e. dividends), redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights. The User understands and accepts that the Tokens do not represent or confer any ownership right or stake, share, security, or equivalent rights, or any intellectual property rights or any other form of participation in or relating to the Services, Kena, and/or any of its affiliates. The Tokens are not intended to be a digital currency, security, commodity, or any kind of financial instrument.
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TO THE MAXIMUM EXTENT PERMITTED BY LAW, KENA, THE TOKENS, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. KENA DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT KENA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR VIRUS-FREE, NOR DO WE WARRANT AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF KENA AND ITS SERVICES, AND NO INFORMATION, ADVICE, OR SERVICES OBTAINED BY YOU DIRECTLY FROM US OR OTHERWISE SHALL CREATE ANY WARRANTY THAT ARE NOT EXPRESSLY STATED HERE. YOU ACKNOWLEDGE THAT KENA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR VIRUS-FREE, NOR DO WE WARRANT AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF KENA AND ITS SERVICES, AND NO INFORMATION, ADVICE, OR SERVICES OBTAINED BY YOU DIRECTLY FROM US OR OTHERWISE SHALL CREATE ANY WARRANTY THAT ARE NOT EXPRESSLY STATED HERE. USER ASSUMES ALL RESPONSIBILITY AND RISK WITH RESPECT TO USER’S RECEIPT, POSSESSION, AND USE OF THE TOKENS. NEITHER KENA NOR ANY OTHER AFFILIATES REPRESENT, WARRANT, OR GUARANTEE IN ANY WAY THAT THE TOKENS MAY BE SOLD OR TRANSFERRED, OR BE SALEABLE OR TRANSFERABLE, IN EXCHANGE FOR ANY FIAT CURRENCIES, CRYPTOCURRENCIES, OR CRYPTOGRAPHIC TOKENS, AFTER THE DATE OF THE TERMS.
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LIMITATION OF LIABILITY
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TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO CIRCUMSTANCE AND LEGAL THEORY WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STATUTE, OR OTHERWISE SHALL KENA, ITS EMPLOYEES, AFFILIATES, OFFICERS, AGENTS, PARTNERS, SERVICE PROVIDERS, AND LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, LOST SALES OR BUSINESS, LOST DATA, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES OR ANY CONTENT, WHETHER OR NOT KENA HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL CUMULATIVE LIABILITY OF KENA FOR ALL CLAIMS UNDER THESE TERMS IS LIMITED TO $1000.
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INDEMNIFICATION
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You shall defend, indemnify, and hold harmless Kena from and against any claims, actions or demands including, without limitation, reasonable legal and accounting fees and costs, arising or resulting from your breach of the Terms, any inaccurate representation or warranty made by you, any of your User Content, or your access, contribution to, use or misuse of the Services, violation of the Terms or applicable laws/regulation, violation of any third party rights, or any dispute between you and any third party. Kena shall provide notice to you of any such claim, suit, or demand. Kena reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Kena’s defense of such matter.
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GOVERNING LAW & DISPUTES
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The Terms shall be governed by the laws of the State of California. Unless otherwise elected by Kena in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the courts of San Francisco, California to resolve any dispute that may arise from your use of the website and Services. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THE TERMS, YOU AND Kena ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
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You release Kena of all claims, demands, and damages in disputes among Users of the Services and shall not involve Kena in any disputes or equivalent proceedings.
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MISCELLANEOUS
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Entire Agreement. You and Kena both agree that the Terms constitute the entire agreement between us and supersedes any previous oral or written agreements relating to the Services.
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Severability. If any provision of the Terms is found to be illegal, unenforceable, or invalid by a court of competent jurisdiction, that provision will be limited or eliminated to the extent necessary whereby the remaining Terms will continue to remain in force and effect.
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Independent Contractors. No agency, joint venture, partnership, or employment is created as a result of the Terms and you do not have the right or authority to bind Kena in any agreement or create any obligation, express or implied, on our behalf.
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Assignment. You may not assign the Terms or any benefits thereof without our prior written consent but Kena may assign or transfer the Terms without any restrictions, in whole or in part.
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Notice. We may notify you in writing for any purpose under the Terms via your registered email address.
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