Velveteen.ai Terms of Service

As of July 12th, 2023

Velveteen.ai, an Alberta corporation (“Velveteen.ai”, “we” or “us”) provides access to the Velveteen.ai website, currently located at velveteen.ai and all associated websites and subpages, together with all enabled features, functionality and services, including, without limitation, Velveteen.ai's music streaming and distribution platform, offered by us in connection with the Site and any potential applications (collectively, “Services”). These terms and conditions (“Terms”) govern your access and use (as a registered user or otherwise) of the Services.

By accessing or using the Services in any way, you represent and warrant that you have read, understood, and accept and agree to be bound by these Terms. If you do not agree, you may not access or use the Services. Your use of Velveteen.ai's distribution services, if applicable, is separately governed by the Velveteen.ai Distribution Agreement, located on our website.

Terms of Access and Use

Provided that you abide by these Terms, we grant you a limited, non-exclusive, non-transferable license for personal access to and use of our Services. When accessing and using our Services, you confirm that you are above the age of eighteen (18) or the legal age of majority in your jurisdiction. You also confirm that you are either an individual engaging on your own accord or a duly authorized representative of another individual or entity. Acting as an authorized agent does not absolve you from personal responsibility for your use of our Services. The rights extended to you by these Terms may be rescinded by Velveteen.ai at any time, at our sole discretion.

In the event of a future release of a mobile or desktop application, downloading such an Application under these Terms grants you a limited, non-exclusive, non-transferable license to utilize our Services on your own or controlled computer, tablet, or mobile device. If you access or download the Application from any application store or distribution platform, such as Apple's App Store or Google Play (the "App Provider"), you acknowledge and agree that: (i) these Terms and the granted license are solely between you and Velveteen.ai, and we are exclusively responsible for the Application; (ii) the App Provider has no obligation to provide any maintenance or support services for the Application; (iii) the App Provider is not responsible for addressing any claims you or any third party may have in relation to the Application or your possession and use of the Application; (iv) the App Provider, along with its subsidiaries, are third-party beneficiaries of these Terms with respect to your license of the Application, and thus, the App Provider reserves the right (and is considered to have accepted this right) to enforce these Terms against you regarding your license of the Application; (v) you will adhere to all relevant third-party terms of service when using the Application, including any applicable App Provider terms of service. The Application may occasionally download and install updates, which are designed to improve, enhance, and further develop the Application and may comprise bug fixes, enhanced functions, new software modules, and new versions.

Billing

We reserve the right to charge fees for your access to and use of certain features of our Services. All such fees are determined by Velveteen.ai at our sole discretion and may be subject to change without any prior notification to you. All required payments must be made using a valid credit card registered with us. We currently accept Visa, MasterCard, and American Express, but may expand or modify the list of acceptable payment methods in the future. You explicitly authorize Velveteen.ai to charge the appropriate amount for any required fees, in addition to any applicable taxes, to your provided payment method. Any refund decisions lie solely within Velveteen.ai's discretion. If we are unable to charge the necessary fees to your provided payment method at any given time, we may temporarily suspend your access to our Services.

Registration and User Accounts

For access to specific features of our Services, it may be necessary for you to create a user account (“Account”) with us and provide relevant information about yourself as directed by our registration form. You declare and assure that all the information you provide for registration is accurate and honest, and you will keep this information up-to-date. You are liable for safeguarding your Account login credentials and are entirely accountable for all activities that occur through your Account. You are obligated to notify us immediately if you detect or suspect any unauthorized access to your Account or any security breaches. We disclaim any liability for any losses or damages resulting from unauthorized access to your Account or non-compliance with these obligations.

Changes and Updates

Velveteen.ai reserves the right to modify or update these Terms of Service periodically to accommodate the dynamic nature of our Services. Such changes will become effective immediately upon their publication on our platform. Your continued use of our Services following the release of any modifications will be considered as an acceptance of those changes. If you disagree with any changes made, your sole recourse is to discontinue using our Services. Continuing to use our Services after changes to the Terms of Service have been published constitutes an agreement to be bound by the revised terms.

Rules and Restrictions

a. Prohibited Actions. Except as explicitly permitted by Velveteen.ai, the following activities are strictly prohibited:

• i. Disrupting or damaging the Services or the infrastructure supporting it through the use of malware, viruses, or any other harmful programs or technologies;
• ii. Reverse-engineering, modifying, creating derivative works from, or disassembling any technology used to deliver the Services;
• iii. Deploying automated systems like bots, spiders, or other devices to monitor activities or copy content from the Services, except for search engines and similar technologies for indexing purposes;
• iv. Gathering personal information from third parties through the Services;
• v. Misrepresenting your identity or impersonating another person or entity;
• vi. Using meta tags, search terms, or other elements containing Velveteen.ai’s name or trademarks without explicit permission;
• vii. Interfering with other users' ability to use or enjoy the Services;
• viii. Assisting or encouraging any third party in engaging in any third party in engaging in any prohibited activities.

b. Privacy. By agreeing to these Terms, you consent to the collection, use, and disclosure of your personal information in accordance with the Velveteen.ai Privacy Policy.

c. Monitoring. Velveteen.ai reserves the right, but does not assume the obligation, to monitor transactions and communications occurring through the Services. If we determine, in our sole discretion, that you or another user may violate these Terms, or that certain actions or content is inappropriate, we may cancel the transaction or take other appropriate action, without incurring liability to you or any third party.

d. Service Modification. Velveteen.ai may modify the Services at any time with or without notice to you, and will not be liable for doing so.

e. User Content and Interaction Restrictions. You agree that your use of the Services and your content or actions will not:

• Create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, any other person, or third party;
• Constitute or contribute to any crime or tort;
• Harm or exploit children by exposing them to inappropriate content or soliciting personally identifiable information;
• Be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of privacy or publicity rights, harassing, humiliating, libelous, threatening, profane, or otherwise objectionable;
• Be illegal or involve the disclosure of insider information under securities law or of another party's trade secrets;
• Be incorrect or outdated.

f. No Resale or Unauthorized Use. In addition to the restrictions above, you are also prohibited from:

• Renting, transferring, assigning, reselling, or sublicensing access to the Services to any third-party;
• Combining or integrating the Services with any hardware, software, or other technology or materials not provided by us;
• Modifying or creating any derivative product based on the Services;
• Attempting to decompile, disassemble, reverse engineer or otherwise try to perceive the source code of any part of the Services;
• Violating any laws, stalking, harassing, or harming another individual, collecting or storing personal data about other users, misrepresenting your affiliation with a person or entity, or interfering with or disrupting the Services or servers or networks connected to the Services;
• Using high volume, automated, or electronic means to access the Services (including, without limitation, robots, spiders, or scripts);
• Framing the Services, placing pop-up windows over its pages, or otherwise affecting the display of its pages.

Any future release, update, or other addition to the functionality of the Services shall be subject to these Terms.

User Generated Content and Activities

Our Services may allow users to submit, upload, store, and/or share various forms of content, including but not limited to comments, messages, audio recordings, musical compositions, pictures, artworks, photographs, audio-visual content, text, and other forms of content or materials (“User Content”) directly via our Services. Users can share such User Content using the features provided by our Services. Our Services may allow registered users to make certain User Content accessible to other users (both registered and unregistered). Other features of our Services may allow users to privately exchange messages or upload files for private storage and sharing. All the activities mentioned in this paragraph are collectively referred to as “User Activities” hereafter.

You hold complete responsibility for the User Content you submit through our Services and your User Activities in general. You acknowledge that Velveteen.ai acts only as a passive medium for the online distribution, storage, publication, and/or other uses of your User Content at your instruction. Between you and Velveteen.ai, we do not claim any ownership rights regarding your User Content. By uploading, publishing, modifying, displaying, or otherwise submitting User Content to any part of the Services, you automatically grant, and you affirm and warrant that you have the authority to grant, to us and other users of the Services, a non-exclusive, transferable, fully paid, worldwide license to use, copy, perform, display, communicate to the public, stream, make available, reformat, translate, excerpt (in whole or in part), transmit, repost, and distribute such User Content for any purpose in connection with the Services.

In relation to the use of private messages and/or file sharing, you also grant us a non-exclusive, transferable, fully paid, worldwide license to use, host, store, search, scan, and share such private messages and/or User Content, until you delete them from the Services or until they are permanently removed.

Therefore, you represent, warrant, and agree that: (a) you have the authority to agree to these Terms; (b) all your User Content is original to you, in the public domain worldwide, or used by you with the express permissions, consents, or licenses necessary from the original owner(s) of such materials for use by you and us as per these Terms; (c) your User Content does not and will not violate any third-party rights, including but not limited to any Intellectual Property Rights, or rights of privacy and publicity; (d) Velveteen.ai shall not be liable for payments or any other obligations to any third party in connection with the use of your User Content on the Site, Application, Services, or otherwise in connection with these Terms; and (e) none of your User Content or private messages contain material which is unlawful, harmful, abusive, racially or ethnically offensive, defamatory, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, otherwise objectionable, or content that could be deemed as “hate speech”.

Velveteen.ai reserves the right to reject and/or remove any User Content, private messages, or other content that Velveteen.ai believes, in its sole discretion, violates these provisions. Velveteen.ai takes no responsibility and assumes no liability for any User Content and/or private messages that you or any other users or third parties post, use, store or share through the Services. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content or private messages that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Services, is solely your responsibility. Velveteen.ai is responsible for any public display or misuse of your User Content. You understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable, and you agree that Velveteen.ai shall not be liable for any damages you allege to incur as a result of such User Content.

For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

Copyright Claims

Velveteen.ai recognizes and respects the intellectual property rights of all individuals and entities. If you believe that any content available through our Services infringes upon your copyright or the copyright of someone you represent, please forward a written notification to our Designated Copyright Agent through the contact information provided below (referred to as a "Notice"). Each Notice should comply with the Digital Millennium Copyright Act (DMCA) 17 U.S.C. § 512(c)(3) and should include the following information:

• An electronic or physical signature of the person authorized to act on behalf of the copyright owner whose exclusive right has allegedly been infringed;
• Identification of the copyrighted work claimed to have been infringed;
• A detailed description of where the allegedly infringing material is located within our Services, including any relevant information that will help us locate the material;
• Your contact information, including your address, telephone number, and email address;
• A statement by you expressing a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• A statement by you, under penalty of perjury, that the information provided in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

The Designated Copyright Agent for Velveteen.ai for receiving copyright infringement claims is:

Copyright Agent
Velveteen.ai
10534 115 St NW
Edmonton, AB T5H3K6, Canada
Email: legal@velveteen.ai

As dictated by the DMCA and other relevant law, Velveteen.ai has adopted a policy of terminating accounts of users who are considered repeat infringers, at Velveteen.ai's sole discretion. Moreover, Velveteen.ai reserves the right to limit access to our Services and/or terminate the accounts of any users for any reason, including, without limitation, alleged infringement of Intellectual Property Rights.

Please be aware that you may be held liable for damages, as per federal law, if you make material misrepresentations in a Notice. If you are unsure whether the material in question infringes your copyright, we recommend that you first consult with an attorney.

Counter Notification

If you receive a notification from Velveteen.ai that material made available by you on or through our Services has been subject to a Notice of Claimed Infringement, you have the right to provide Velveteen.ai with a "Counter Notification". To be effective, a Counter Notification must be in writing, provided to Velveteen.ai's Designated Agent, and include the following information:

• Your physical or electronic signature;
• Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
• A statement under penalty of perjury that you believe in good faith that the material was removed or disabled as a result of mistake or misidentification; and
• Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located, or if your address is outside of the Canada, for any judicial district in which Velveteen.ai may be found, and that you will accept service of process from the person who provided the Notice or an agent of such person.

False Notices of Claimed Infringement or Counter Notifications

The Copyright Act specifies that any individual who knowingly materially misrepresents that material or activity is infringing, or that material or activity was removed or disabled by mistake or misidentification, can be held liable for any damages, including costs and attorney's fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation. Velveteen.ai retains the right to seek damages from any party that submits a false Notice of Claimed Infringement or Counter Notification.

For clarification, only Notices and Counter Notifications complying with the Digital Millennium Copyright Act and the procedures detailed in this section should be sent to the Designated Agent at the email or postal address provided above. Any other feedback, compliments, complaints, or suggestions about Velveteen.ai, the operation of our Services, or any other matter should be directed to support@velveteen.ai.

Indemnification

You agree to indemnify and hold harmless Velveteen.ai, its employees, representatives, agents, affiliates, directors, officers, managers, and shareholders from any damage, loss, or expense (including without limitation, attorneys’ fees and costs) incurred in connection with any third-party claim, demand, or action brought against any of the parties alleging that you have breached any of these Terms of Service.

Termination

Velveteen.ai reserves the right to suspend or terminate your use of the Services if it believes, at its sole discretion, that you have breached any term of these Terms of Service. These Terms of Service will survive indefinitely unless and until Velveteen.ai chooses to terminate them. If you or Velveteen.ai terminates your use of the Services, Velveteen.ai may delete any content or other materials related to your use of the Services on Velveteen.ai’s servers or otherwise in its possession and Velveteen.ai will have no liability to you or any third party for doing so.

Miscellaneous

These Terms of Service and the Privacy Policy constitute the entire agreement between you and us with respect to your access to and use of the Services. Your rights under these Terms will automatically and immediately terminate if you fail to comply with your promises and obligations stated in these Terms. If any provisions hereof are deemed invalid or unenforceable, they will be severed or construed to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions shall remain in full force and effect. The section titles in these Terms are for convenience only and have no legal or contractual effect. The Services are hosted and operated in the Canada and we make no representation that any content is appropriate for access outside of the Canada. Those who choose to access the Services from outside the Canada do so on their own initiative and are responsible for compliance with local laws. These Terms shall be construed and enforced in accordance with the laws of the province of Alberta, Canada, without regard to any conflict of law provisions, and any and all legal actions in connection with the Services and/or these Terms of Service or our Privacy Policy shall be brought exclusively in the federal or provincial courts located in Edmonton, Alberta, Canada.