Chosen.fm Terms of Service   (Rev. 6.1.14)

These Terms of Service govern your use of the website located at www.chosen.fm (the “Site”), the materials uploaded to, downloaded from, appearing on or otherwise accessed through the Site, and any other services we offer in connection with the Site and any related applications, including, without limitation, mobile applications (any and all of the foregoing are referred to as the “Services”).  YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING OR USING THE API, SITE, OR SERVICES, OR POSTING OR ACCESSING ANY CONTENT ON THE SITE OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. 

We reserve the right to modify, discontinue or terminate the Site or Services or to modify these Terms of Service, at any time and without prior notice. If we make material modifications to these Terms of Service, we will post the modification on the Site or otherwise provide you with notice of the modification. The date of most recent revision shall be noted at the beginning of these Terms of Service. By continuing to access or use the Site or Services (including the API) after we have posted a modification to these Terms of Use or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Service. 

Eligibility and Access

The Services and Content are intended solely for persons who are 13 or older. Any access to or use of the Services or Content by anyone under 13 is expressly prohibited. By accessing or using the Services and Content, you represent and warrant that you are 18 or older or, if younger than 18, are at least 13 or older and have a parent’s or guardian’s permission to access or use the Services and Content.

In order to use the Services, you may be required to register for a user name and password (creating a “Chosen.fm Account”). Chosen.fm reserves the right to reject any user name selected by you and/or revoke your right to any previously selected user name and give such user name to any other person or entity in Chosen.fm’s sole discretion and without any liability to you. You are responsible for maintaining the confidentiality of your Chosen.fm Account credentials in order to use the Services, and are responsible for all activities that occur through the use of your credentials. You agree to notify Chosen.fm immediately of any unauthorized use of your Chosen.fm Account credentials or any other breach of security with respect to your Chosen.fm Account. Chosen.fm will not be liable for any loss or damage arising from unauthorized use of your Chosen.fm Account credentials.

You agree to provide accurate, current, complete and non-misleading information to Chosen.fm in connection with your creation of a Chosen.fm Account and during your use of the Services and you must own or control all content you upload or otherwise provide to Chosen.fm.  Chosen.fm reserves the right to suspend or terminate your access to the Site and/or Services for any reason, including if any information provided to Chosen.fm in connection with your Chosen.fm Account or use of the Site and/or Services proves to be inaccurate, not current, incomplete or misleading. 

Third Party Content and Other Materials

You may be able to access, review, display or use third party services, resources, content or information (“Third Party Materials”) via the Services. By using the Chosen.fm Application to find and view material on the Internet, you are directing Chosen.fm to present the Third Party Materials that you have selected to you and enable other users to discover such materials in accordance with your preferences. You acknowledge sole responsibility for and assume all risk arising from your access to, use of or reliance upon any such Third Party Materials, and Chosen.fm disclaims any liability that you may incur arising from your access to, use of or reliance upon such Third Party Materials. You further assume all responsibility for any data charges that you may incur for use of the Chosen.fm Application and/or access to any Third Party Materials. Your ability to access or link to Third Party Materials or third party services (including any SNS) does not imply any endorsement by Chosen.fm of Third Party Materials or any such third party services. You acknowledge and agree that Chosen.fm: (a) is not responsible for the availability or accuracy of such Third Party Materials or the products or services on or available from such Third Party Materials; (b) has no liability to you or any third party for any harm, injuries or losses suffered as a result of your access to, reliance on or use of such Third Party Materials; (c) does not undertake or assume any duty to monitor the Chosen.fm Application for inappropriate or unlawful content; and (d) does not make any promises to remove Third Party Materials from being accessed through the Services. Notwithstanding the foregoing, Chosen.fm reserves the right to block or remove access to Third Party Materials at any time in Chosen.fm’s sole discretion.

Privacy

By using the Services you are subject to Chosen.fm’s Privacy Policy located at Chosen.fm/privacy, which is hereby incorporated into and made part of these Terms of Service. The Privacy Policy provides information and notices concerning Chosen.fm’s collection and use of your personal information. 

Ownership

The Site, Services, and Chosen.fm Content are protected by copyright, trademark and other laws of the United States and foreign countries. Except as expressly provided in these Terms of Service, Chosen.fm and its licensors exclusively own all right, title and interest in and to the Services and all UGC Content, including all associated intellectual property rights. You may not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

User Content

By making available any content you upload (“User Content”) through the Site and Services, you hereby grant to Chosen.fm and its users an irrevocable, perpetual, worldwide, non-exclusive, transferable, assignable, royalty-free license, with the right to sublicense and syndicate, to use, copy, adapt, modify, distribute, publicly display, publicly perform, transmit, stream, broadcast, make available, communicate to the public and otherwise use and exploit User Content on or through the Services. 

You acknowledge and agree that you are solely responsible for all User Content. Accordingly, you represent and warrant that: (a) you either are the sole and exclusive owner of all User Content or you have, and will maintain during the term of this agreement, all rights, licenses, consents and releases that are necessary to grant the rights in such User Content; and (b) the User Content will not infringe upon, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.  You acknowledge that Chosen.fm has the right to use your trademarks and brand associations in connection with the Service, including, without limitation, for the purpose of promoting the Service.

Copyright Policy

  1. Take Down Notifications

    If you are a copyright owner or an agent thereof and believe that any content available through the Services (“Content”) infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

    • Signature of the copyright owner or person authorized to act on behalf of the owner;
    • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of the works;
    • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed, and information reasonably sufficient to permit the service provider to locate the material;
    • Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
    • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
    • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
    • Chosen.fm's designated Copyright Agent to receive notifications of claimed infringement is David Hyman, Attention: copyrights@chosen.fm. If you fail to comply with these notice requirements, your DMCA notice may not be valid.
  2. Counter-Notice.

    If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have authorization to post and use the Content, you may send a counter-notice containing the following information to the Copyright Agent:

    • Your signature;
    • Identification of the Content that has been removed and the location at which the Content appeared before it was removed;
    • A statement that you have a good faith belief that the Content was removed as a result of mistake or a misidentification of the Content; and
    • Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in San Francisco, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
    • If a counter-notice is received by our Copyright Agent, we may notify the original complaining party that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, we may replace or restore access to the Removed Content in 10 to 14 business days, at our sole discretion.
  3. Repeat Infringers

    Chosen.fm will terminate user accounts that have been the subject of three (3) or more separate and valid DMCA take-down notices, unless the content is restored due to a valid counter-notification.  We reserve the right to terminate user accounts that are the subject of fewer than three (3) DMCA notices in appropriate circumstances, including if you have a history of violating these Terms of Service.

General Prohibitions

You agree not to do any of the following while using the Services:

  • Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Chosen.fm or any of Chosen.fm’s providers or any other third party (including another user) to protect the Services or Chosen.fm Content;
  • Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Chosen.fm Content;
  • Collect or store any personally identifiable information from the Services from other users of the Services without their express permission; or
  • Solicit login information or access an account belonging to someone else.

Chosen.fm has no obligation to monitor your access to or use of the Services or Chosen.fm Content or to review or edit any User Content or Third Party Materials, but has the right to do so for the purpose of operating the Site and Services, to ensure your compliance with these Terms of Service, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Chosen.fm reserves the right, at any time and without prior notice, to remove or disable access to any Chosen.fm Content, Third Party Materials, and any User Content, that Chosen.fm, in its sole discretion, considers to be in violation of these Terms of Service or otherwise harmful to the Site or Services.

Termination

We have the right to suspend or terminate your account, or refuse to provide you with access to the Services, at any time.  We also have the right to notify authorities or take any actions it deems appropriate, without notice to you, if Chosen.fm suspects or determines, in its own discretion, that you may have or there is a significant risk that you have (a) failed to comply with any provision of these Terms of Service or any policies or rules established by Chosen.fm; or (b) engaged in actions relating to or in the course of using the Site or Services that may be illegal or cause liability, harm, embarrassment, harassment, abuse or disruption for you, Chosen.fm users, Chosen.fm or any other third parties or the Site or Services.

After any termination, you understand and acknowledge that we will have no further obligation to provide the Site or Services and all licenses and other rights granted to you by these Terms of Use will immediately cease. Chosen.fm will not be liable to you or any third party for termination of the Site or Services or termination of your use of either. UPON ANY TERMINATION OR SUSPENSION, ANY CONTENT, MATERIALS OR INFORMATION (INCLUDING UPLOADED CONTENT) THAT YOU HAVE SUBMITTED ON THE SITE OR VIA THE SERVICES WILL NO LONGER BE ACCESSIBLE BY YOU VIA THE SERVICES.

Any suspension, termination or cancellation will not affect your obligations to Chosen.fm under these Terms of Service (including, without limitation, proprietary rights and ownership, indemnification, and limitation of liability), which by their sense and context are intended to survive and do survive such suspension, termination or cancellation.

Disclaimers

THE SERVICES ARE PROVIDED TO YOU "AS IS" AND WITHOUT ANY WARRANTY WHATSOEVER. CHOSEN.FM DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.   CHOSEN.FM MAKES NO WARRANTY THAT THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. 

Indemnity

You agree to defend, indemnify, and hold Chosen.fm, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with User Content, your access to or use of the Site or Services, or your violation of these Terms of Service.

Limitation of Liability

IN NO EVENT WILL CHOSEN.FM BE LIABLE FOR ANY DAMAGES HEREUNDER, INCLUDING WITHOUT LIMITATION, ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES OR CONTENT THEREIN, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CHOSEN.FM HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. YOU SPECIFICALLY ACKNOWLEDGE THAT CHOSEN.FM IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF USERS, THIRD PARTIES OR THIRD PARTY MATERIALS, AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

IN NO EVENT WILL CHOSEN.FM’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE SERVICES EXCEED ONE HUNDRED U.S. DOLLARS ($100). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CHOSEN.FM AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Proprietary Rights Notices

All trademarks, service marks, logos, trade names and any other proprietary designations of Chosen.fm used herein are trademarks or registered trademarks of Chosen.fm. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

Notices 

All notices hereunder required to be given to Company shall be sent to Company at the address provided to Chosen.fm during the sign-up process or to such other address as Company may hereafter designate by notice in writing to Chosen.fm or as otherwise agreed to by the parties. 

Any notice shall be deemed complete when mailed, except that (a) all materials personally delivered shall be deemed served when actually received by the party to whom addressed, (b) air express materials shall be deemed served on the day of delivery to the air express company, (c) notices of change of address shall be effective only from the date of its receipt, and (d) accounting statements may be sent via e-mail and/or by regular mail or as otherwise agreed to by the parties and shall be deemed rendered when actually received by Company.  

Governing Law. 

This Agreement shall be deemed to have been entered into, and shall be interpreted in accordance with the laws of, the State of California, and any legal action concerning this Agreement shall be heard in the State or Federal Courts located in San Francisco, California. 

No Assignment.  

Neither party may assign the terms of this Term Sheet without consent of the other except to an entity that acquires substantially all of its assets or to a subsidiary or other entity controlled or under the common control of said party.  

Entire Agreement, Modification, Waiver.

This Agreement, including any annexes, schedules and exhibits hereto, contains the entire understanding of the parties hereto relating to the subject matter hereof and supersedes all previous agreements or arrangements between the parties hereto relating to the subject matter hereof.  This Agreement cannot be changed or modified except as set forth herein.  A waiver by either party of any term or condition of this Agreement in any instance will not be deemed or construed as a waiver of such term or condition for the future, or of any subsequent breach thereof.  Should any provision of this Agreement be adjudicated by a court of competent jurisdiction as void, invalid or inoperative, such decision will not affect any other provision hereof, and the remainder of this Agreement will be effective as though such void, invalid or inoperative provision had not been contained herein.