Terms of Service – Content Creators

Thematic Creator Agreement

This agreement (“Agreement”) represents a legal contract governing the terms by which Thematic, Inc. (“Thematic”, “us”, “our” and “we”), a Delaware corporation, makes musical works (“Works”) as further defined below available to you, the registered user of our service, (you being referred to “you”, and “your” hereunder) from Thematic’s music catalog (“Catalog”) via the Thematic website (“Website”) and the terms of your use of such Works. By clicking on “I Accept” or otherwise signifying your acceptance to the terms of this agreement, including by your downloading of any music from Thematic’s Catalog, and in consideration of the promises hereunder, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, you and Thematic agree to the following terms:

1. Definitions.

a. “Works” mean sound recordings and the underlying musical compositions of such sound recordings (including vocals, arrangement, and lyrics) , as coupled together, and actually featured in the Thematic music Catalog. Each individual sound recording and underlying musical composition as coupled in the Catalog to be referred to as a “Work”.

b. “Catalog” means a catalog of the Works owned and/or controlled via license or otherwise by Thematic for use by registered users pursuant to the terms of this Agreement and the Website Terms of Use.

c. “Website” means our website www.thematic.com and any other sites owned and/or controlled by Thematic and its affiliates, licensees and assigns.

d. “Terms of Use” means Thematic’s terms of use and guidelines, where posted on the Website, including but not limited to community rules and restrictions registered users must agree to in order to create an Account, access our Website and download and Utilize the Works. Terms of Use may be added where not available as of the date of your registration and updated at a future date.

e. Term means that period commencing from a Website user’s Account registration and Company approved subscription commencement through November 18, 2018, or upon notice of termination by Company, whichever comes first, unless otherwise extended by Company in its sole discretion.

f. “Territory” means the World.

g. “Videos” (individually, “Video”) means audiovisual properties, namely customary videos, created for and exclusively uploaded to and broadcast on a registered user’s YouTube channel, as identified in a user’s registration profile.

h. “Service” means Thematic’s licensing and music/talent collaboration service as provided by our Website.

i. “Fee” means the monthly subscription fee payable as a condition of Catalog access, Work download right, and license to use the Works in Videos on a Channel.

j. “Channel” means your specific YouTube channel as registered to you with YouTube and as registered with us in your Website registration profile.

k. “Artist” means the author and/or owner of the Works, including but not limited to the performer(s) of, musician(s) appearing on, and/or composer(s) of, the Works.

l. “Account” means the user account of those registered users of the Website.

m. “Creator” means the creator of the Videos who owns and controls the Channel.

n. “Credits”/”Credit” means those items of Artist attribution and meta data required by each contributing Artist of the Works as delineated via the Website.

2. Grant of Rights.

a. Subject to the terms and conditions of this Agreement, the Website Terms and Conditions, and payment of the Fee (which has been waived for registered users through commencing from the date of their registration through November 18, 2018, unless otherwise extended in Company’s sole discretion), Thematic hereby grants you a non-exclusive non-transferable worldwide right and license to make copies of the Works when available in the Catalog solely for use in your Videos and synchronize the Works (when available in the Catalog) in your Videos where selected via the Website. You shall have the right to utilize such Works in your Videos for the duration such Videos are uploaded to your Channel on the YouTube video platform. Notwithstanding the foregoing, you shall only utilize Works in connection with your Videos when such Works are actively available and listed on the Website and in the Catalog. When a Work ceases to be available from the Catalog, no future use or broadcast of the Work in new Videos, regardless of creation date, may be made by you. For the avoidance of doubt, a Work used and posted on a Video on your Channel when such Work was available from the Catalog, may not be used for another Video at a later date where such Work is no longer available from the Catalog.

b. With respect to each use of the Works, you shall have the non-exclusive right to access the Catalog and utilize the Works in synchronization with your Videos as noted above, and publish and publicly transmit and broadcast such Videos on the internet solely on your Channel. Thematic shall have the non-exclusive worldwide right to utilize your name, image and likeness, and any artwork or other marketing and promotional materials provided to Thematic by you (“Creator Materials”) for all purposes in connection with the Service, Works, and Videos during the Term and extending beyond such Term, with respect to Creator Videos and the Service as long as one or more Videos are uploaded or otherwise are made available on YouTube by you, with such right to cease within a reasonable time upon your notice to us of your removal of said Video from the YouTube platform. For the avoidance of doubt, our use of the Creator Materials shall only be utilized in the context of the Service and/or Videos and Works, with no out of context uses permitted by us without your express prior written approval at your sole discretion, with all rights granted with respect to the Creator Materials to cease after a reasonable period upon your notice to us as noted above.

c. All license grants hereunder to include the Works in your Videos shall be subject to your payment of the monthly subscription Fee (which shall be waived during the Term) pursuant to your registration and activation of your Account and your agreement to the terms herein and your compliance with our Terms and Conditions where posted. Upon expiration of the Term, other than those Videos being broadcast during the Term coupled with the Works, you shall make no further use of the Works in any form, including with respect to Videos.

d. All rights granted under this Agreement are non-exclusive, non-assignable, and non-transferable and shall not be sub-licensed by you unless otherwise expressly provided for under this Agreement (e.g. YouTube Video license grant).

3. License Restrictions.

a. You shall not utilize the Works on, or in connection with, any content properties or other intellectual properties other than the Videos on your Channel and such Videos shall be solely distributed on your Channel on the YouTube platform. Notwithstanding any term of this Agreement, you shall not make use of any Work where it has been removed or is no longer available from the Catalog, including where you have coupled such Works with Videos when such Work was available. Once a Work has been removed or is otherwise unavailable on the Catalog, no new use (e.g. no coupling of such Work with a Video not currently on your Channel upon the date of such removal and/or unavailability of the Work) shall be made of such Work, including where such Work has been used in prior Videos available on your Channel prior to such removal or unavailability regardless of when said Video was created. Further, where a Video is removed from your Channel for any reason, it shall be your responsibility to review the Catalog offerings to assure said Works are still available for licensing and use, should you wish to repost such Video incorporating the same Work after said Video has already been posted on your Channel, as the Work may have been removed from the Catalog, thereby terminating any future right to post, broadcast or otherwise make the Work available on your Channel.

b. You shall not make audio only copies of the Works, nor edit, modify, arrange, remix, create derivative works of, or otherwise change or alter the Works in any way other than linear edits to adjust and edit the length of the Works to comport with Video length (e.g. setting start and stop points, establishing fade-in/fade-out points, etc.).

c. You shall not sell, distribute, license (other than to YouTube for the right to broadcast your Videos and the Works coupled therein), sublicense, assign or otherwise transfer, or permit access to the Works by any means to any third party or uncouple the Works from the Videos for any audio only or non-Video uses, and said use of such Works shall be expressly limited to Videos distributed on your Channel. Further, you shall not place any Work on, or in, any platform, application or product other than on your Channel and agree that the Works shall at no time be utilized in any commercial or public manner uncoupled from your Videos.

d. You shall strictly follow the required Artist attribution guidelines and provide Credits associated with the Works pursuant to this Agreement and our Terms and Conditions. All Credit requirements shall be with respect to the uploading and posting of Videos on your Channel, and you shall have no right to utilize, in any manner, Artist’s name, trademark and/or brand except as provided for herein. All such rights, including the rights to any Artist’s name, image and likeness wholly reserved by the Artist. Any failure to provide proper credit attribution shall allow us the right to terminate this Agreement and any future use of the Work or Works by you, upon notice to you, and you shall take down such Video(s) upon such notice.

e. Any use of the Works in breach of the terms of this Agreement or in any way not expressly authorized hereunder or in breach of the Terms and Conditions may constitute copyright infringement. Such infringement by you or any third parties enabled by you shall entitle us, and the respective Artist who owns and/or controls the Works (or their licensees and/or assigns) to exercise all rights and remedies available in law and in equity, including monetary damages for copyright infringement. You shall be responsible for any such damages and infringements.

f. As a user of our Website you shall not monetize or otherwise collect revenue from YouTube for any audio only uses of the Works in Videos.

4. Works/Intellectual Properties/Performing Rights.

a. Our Website functions as a marketplace and exchange for Artist and Creators to work with the Works in our Catalog for Video placement on a registered Website user’s Channel. Thematic does not own the Works or any elements thereof, as such we make no representation or warranty that any Work is provided royalty free, subject to the warranties noted in Section 7 below. By using the Website and/or the Works, you understand and agree that you are not granted any right or interest in or to the trademarks, brands, tradenames or service marks of Thematic or the Artist. The Artist, its licensees, and/or assigns shall be the sole owner of all Works featured in the Catalog, on an exclusive worldwide basis, subject only to the limited license for use in Videos granted hereunder and the required Credit attribution. Use of such Works does not convey any right or license to use an Artist’s name, image or likeness, except as expressly provided for, or otherwise directed (e.g. Credit) in this Agreement and the Terms and Conditions, such rights wholly reserved by the Artist on an exclusive worldwide basis.

b. The performance of any Work featured in Videos for those Works affiliated with performing rights organization (e.g. ASCAP, BMI, SESAC, etc.) as listed in our Catalog shall be permitted only where YouTube maintains the required licensing from such performing rights organizations. In any event where YouTube is not a party to performing rights licenses and such are required, the Works shall be subject to your clearance of the performing rights from the respective performing rights societies pursuant to their customary practices and the payment of customary fees. This Agreement shall not supercede any clearances with respect to any Works licensed for use to you hereunder as required by performance right societies in such portion of the territory as is outside of the United States and its possessions, which shall be in accordance with their customary practices and the payment of their customary fees to the extent required hereunder.

5. Subscription Fee. You agree to pay the subscription Fee on a monthly basis for all months during the Term of this Agreement pursuant to the method of payment you have selected on your Account. During the Term, the parties agree that the subscription Fee shall be waived.

6. Termination/Expiration.

a. In the event that you breach any of the terms of this Agreement or the Terms and Conditions, including but not limited to your unauthorized use of the Works, improper or missing Credit attribution and placement, and/or failure to timely pay your subscription Fee, Thematic shall have the right to terminate your account (and respective use of the Works) immediately upon sending notice to you and you shall take down any Videos using the Works subject to the notice of termination. Upon notice of such termination, to be sent to the email address listed in your Account, any further use of the Works, where approved by the Artist, shall automatically be subject to Artist claims for monetization under YouTube user use guidelines, terms and conditions and protocols posted on the YouTube website. Upon such notice of breach, a content-id match may be automatically applied to Videos using the Works. This guarantees that the Artist, where such Artist or third party allows further licensing, receives a requisite percentage of the audio portion of the advertising earnings from Video views while their Works are used in your Video. Notwithstanding the foregoing, at Thematic’s request, you shall take down said Videos incorporating the Works (e.g remove said Video’s from your Channel) noted in the Termination notice immediately upon notice of such termination and cease all further use of such Works in connection with such Videos. Notwithstanding the foregoing, until such time as you are required to remit a subscription Fee, Company may terminate this Agreement and your registration and subscription under the Service and Website upon notice to you.

b. Additionally any unauthorized uses of the Works outside of their placement in coupled form with your Videos on your Channel will be actionable as acts of copyright infringement of the Artist’s (or its licensee’s and/or assign’s) copyright(s), and the Artist, its licensees and/or assigns, shall have all legal remedies at law and in equity to redress such infringement against you directly. Upon notice of termination you shall immediately cease utilizing any Works in connection with new Videos after the date of said notice.

c. Thematic shall have all rights in law and in equity, and any remedies provided for hereunder shall not be exclusive to our availability and use of all, or any other, remedies available to us in a court of competent jurisdiction. All obligations of the parties of a continuing nature, including without limitation those concerning the authenticity of your Account information, copyright, warranties and indemnities, remedies, and venue/law, shall survive the termination or expiration of this Agreement.

d. Upon the natural expiration of the Term, our our termination noted above, you shall cease using the Works in connection with any Videos uploaded after the expiration (or termination) date of said Term. Provided you are not in breach of the terms of this Agreement, you may keep those Videos posted to your Channel coupled with Works during the Term on your Channel on an ongoing basis after the expiration date of the Term until such time as you remove the Video(s) from your Channel. Once you remove a Video that uses the Works from your Channel after the expiration of the Term, you must re-license said Works, at your own expense, from the original owners of the Works directly should you wish to repost the Video incorporating one or more of the Works. Thematic makes no guarantee that any Works will be available for licensing outside of the license granted under this Agreement.

7. Representations and Warranties.

a. Thematic warrants and represents that: i) all Artists and other third parties (e.g. Artist’s labels, licensees and/or assigns) providing the Works directly to us have warranted and represented that they own and/or control the copyrights in the Works (including the with respect to both master sound recording and composition copyrights) such that they grant to Thematic the right to sublicense the rights granted to you under this Agreement (“Artist Warranty”) and ii) we have relied on such Artist Warranty and the further representations by each Artist that any such uses by you solely with respect to use of the Works in your Videos as uploaded and broadcast on your Channel, does not infringe upon the rights of any third parties and that all the respective rights required for the performance of such Videos on your Channel have been wholly cleared by the Artist, and granted to Thematic, as a condition of uploading the Works to our Catalog and making them available for use by you on the YouTube platform.

b. You warrant and represent that: i) you have the full right and authority to enter into this Agreement and perform all obligations required therein; ii) all Account information provided to us by you when registered on the Website for the use of our Service is true, accurate and legally verifiable, including but not limited to all information relating to your legal identity, contract information, payment information, Channel information and other data requested by us, and you agree to timely update such information and your Account, and inform us of such updates, so we may always maintain accurate and complete Account user information; iii) you are of legal age to enter into binding and enforceable agreements; and iv) neither content you have created for the Videos, nor Creator Materials, infringe upon the rights of any third parties.

c. You warrant and represent that, as a registered user of the Website you are the individual who is accessing our Catalog and uploading and utilizing the Works in connection with your Videos on your Channel. You further consent to the receipt of all communications and notices to you by us hereunder via electronic communications (e.g. email) and you agree that all notices, agreements, disclosures, agreement amendments, and other communications provided to you by us satisfy any legal requirement that such communication be in writing.

d. You warrant and represent that all Works used by you in your Videos, and your Videos and Channel will be in complete compliance with YouTube’s express terms and conditions for video, content channel and platform use, as amended and/or updated by YouTube from time to time. You further agree that Thematic has no control over your right to upload or otherwise exploit Videos or content on the YouTube platform, such rights wholly subject to YouTube’s terms and conditions and user guidelines and restrictions.

8. Disclaimer.

a. Our Website, Service, Catalog and the included Works, are provided “as is” without any warranty of any kind, either express or implied, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement or title, all of which are expressly disclaimed. Thematic disclaims any representation or warranty that the Works, Website or Service will meet your requirements or that their use will be uninterrupted or error free or that performing rights or similar fees will not be payable by you. Through use of the Works, Website and Service, you assume the entire risk as to the quality and use of the Works, Website and Service. Should any of the Works prove defective or payment of performing rights or other similar fees be required, you and not Thematic, shall assume the entire risk and cost of all necessary payments. Your rights under this provision may vary from state to state as certain jurisdictions do not allow the exclusion of implied warranties.

b. Where a Work, due to no fault of Thematic, including but not limited to an Artist’s fraud, misrepresentation, or breach of contract in connection with providing Works to our Catalog, becomes subject to a rights ownership dispute and your continued use of the Work in connection with your Video is deemed an infringement of copyright (in Thematic’s reasonable discretion) or subject to legal action, and thus unavailable for future legal broadcast or posting, or becomes subject to additional rights clearances or required licenses we were not informed about by the Artist, we shall notify you and you agree to remove said Video from your Channel within a reasonable time from our notice to you and we will work together with you to replace the respective Work in question with an alternative Work or other selection of music suitable to you, in good faith, prior to re-uploading the Video.

c. In the event that YouTube and/or its subsidiaries (if any) as a platform no longer allow for the uploading of Videos utilizing the Works as customary as of the date of your acceptance of this Agreement, or Thematic ceases to do active business or suspends its business or Service, Thematic may terminate this Agreement upon notice to you, subject only to Thematic’s termination of any invoicing for future Fee’s under the Term and all future rights with respect to your use of the Works shall be subject to the Artist’s (or its licensee’s and/or assign’s) rights and separate negotiation. For the avoidance of doubt, you shall continue to have the ongoing right as provided for herein, beyond any termination and/or suspension of Thematic’s business noted above, to utilize the Works as coupled with Videos uploaded to your Channel prior to the date of any such termination and/or suspension of Thematic’s business. 

9. Indemnification. Each party to this Agreement shall indemnify, hold harmless and defend the other party, its parent, subsidiaries, affiliates and the other party’s officers, directors, employees, agents and contractors, respectively, from any and all liabilities, actual loss, damages, costs and expenses, including reasonable attorney’s fees and court costs, incurred by the indemnified party that arises out of any claim, demand, suit or action brought by a third party with respect to a breach by the indemnifying party of any of the provisions of this Agreement or the negligence or willful misconduct of the indemnifying party. No legal action with respect to this Agreement and your use of the Works shall be brought by you more than one (1) year after the cause of action has accrued, which in the case of an indemnity obligation is deemed to be the date such original claim is made or litigation is commenced, whichever comes first.

10. Damages. Notwithstanding any term of this Agreement, Thematic shall not be liable to you or any third party for any incidental, indirect, punitive, exemplary or consequential damages of any kind, including damages for business interruption, lost profits, or any other pecuniary loss, in connection with any claim, loss, damage, suit, action or other proceeding arising out of or under this Agreement, including but not limited to, your use of, access to, reliance upon, or exploitation of the Works or any part thereof or any right granted to you under this Agreement, including where Thematic has been advised of the possibility of such damages, regardless of if such action is based on contract, tort, infringement of intellectual property rights, or otherwise. Further, Thematic’s total maximum aggregate liability under this Agreement and the Terms and Conditions, for all causes of action, for your use of the Website, Service, Catalog, and/or Works, regardless of the number of Works you have utilized in Videos, or otherwise related to this Agreement and/or the Service provided to you, in any manner whatsoever, shall be limited to an aggregate of one hundred dollars ($100), including where we have been put on notice of the possibility of such damages.

11. Miscellaneous.

(a) The parties intend this Agreement as a final expression of their understanding and agreement with respect to the subject matter hereof and as a complete and exclusive statement of the terms thereof. Unless otherwise provided for herein, this Agreement may not be modified or amended except by a written instrument signed by each of parties hereto. Nothing in this Agreement shall be construed to require the commission of any act contrary to law, and wherever there is a conflict between any provisions of this Agreement and any statute, law, ordinance, order or regulation contrary to which the parties hereto have no legal right to contract, such statute, law, ordinance, order or regulation shall prevail; provided that, in such event, (i) the provision of this Agreement so affected shall be limited only to the extent necessary to permit the compliance with the minimum legal requirements, (ii) no other provisions of this Agreement shall be affected thereby, and (iii) all such other provisions shall remain in full force and effect. The parties hereto shall negotiate in good faith to replace any invalid, illegal or unenforceable provision (the “Invalid Provision”) with a valid provision, the effect of which comes as close as possible to that of the Invalid Provision.

(b) No failure by Thematic to perform any of Thematic’s obligations hereunder shall be deemed a breach of this Agreement, unless you have given Thematic notice of such breach in reasonable detail, and such breach has not been cured within 30 days after the giving of such notice; provided that if such breach cannot reasonably be cured within such period (e.g., due to reasons beyond Thematic’s reasonable control), Thematic shall not be in breach of this Agreement if Thematic cures such breach within a reasonable period of time. Thematic shall have no responsibility for any act or omission, or responsibility to cure any breach of contract, by YouTube, its licenses and/or assigns, and we shall have no obligation to refund the Fee if YouTube removes, blocks, flags, strikes or otherwise takes action against your Channel, you or your Video.

(c) Notices to Thematic under this agreement shall be given in writing and deemed to have been made and received when i) personally delivered, ii) delivered by a commercially established courier service (e.g. Federal Express, UPS, etc.) and signed for by Thematic at its corporate office, iii) certified or registered mail return receipt requested, or iv) sent via email and a responsive email from Thematic evidences such receipt. Notices to you shall be sent to the email and/or the contact address listed in your registered user Account profile and deemed given when sent. You expressly agree to keep a current email contract address noted on your Account and we may terminate this Agreement and all rights hereunder where such email address is not kept current or “kicks back” for any reason.

(d) Notwithstanding any term of this Agreement and the Terms and Conditions, Thematic reserves the right to make changes to, or otherwise amend or modify, this Agreement and the Terms and Conditions at any time without notice to you. You will be subject to the terms of this Agreement and the Terms and Conditions in place at the time of your initial downloading of the each Work from the Catalog. Uses of the Works in new Videos uploaded to you Channel on YouTube shall be subject to the revised and/or amended Agreement and Terms and Conditions only upon our notice to you of such revision, however, your continued use of the Website and Works after notification will indicate that you have read, understood and agreed to the current version of these revised terms.

(e) We shall have the right to assign this Agreement to any person or entity. You shall have no right to assign this agreement and the rights granted hereunder.

(f) This Agreement has been entered into in the state of California and the validity, interpretation and legal affect of this Agreement shall be governed by the laws of the state of California applicable to contracts entered into and performed entirely within the state of California. The courts located in the Country of Los Angeles (state and federal), only, will have jurisdiction of any controversy regarding this Agreement; any action or other proceeding which involves such a controversy will be brought in those courts, and not elsewhere.

12. Agreement. __ By selecting and clicking “I Accept” or otherwise demonstrating your acceptance of this Agreement, such as downloading Works from the Catalog, you acknowledge that you have read this Agreement, understand this Agreement, and agree to be bound by all of its terms and conditions. Additionally, you agree and acknowledge to be bound by the Terms and Conditions that govern the use of our Website and Service, including our Privacy Policy, and any other agreements that may be incorporated by reference herein and therein.

Last Updated 11/13/2017

Terms of Service – Music Artists

Thematic Artist Agreement

This agreement (“Agreement”) represents a legal contract governing the terms by which, Thematic, Inc. (“Thematic”, “us”, “our” and “we”), a Delaware corporation, makes musical Works available to Creators that you, as an Artist, have provided and/or uploaded to us as a registered user of our Service, (you being referred to “Artist”, “you”, and “your” hereunder), to be part of Thematic’s music Catalog via the Thematic Website and the terms of your provision of such Works. By your signifying your acceptance to the terms and conditions of this Agreement by clicking “I Accept” below, or in our introductory service registration pages where noted, and/or by your providing Thematic, or otherwise uploading of, any Works to Thematic’s Catalog, and in consideration of the promises hereunder, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, you and Thematic agree to the following terms:

1. Definitions.

a. “Works” mean sound recordings (“Recording(s)”) and the underlying musical compositions of such Recordings (including but not limited to, vocals, arrangement, production, performances, and lyrics), as coupled together, which have been uploaded to the Thematic music Catalog or otherwise provided by you. Each individual Recording and underlying musical composition uploaded by you as coupled in the Catalog to be referred to as a “Work”.

b. “Catalog” means a catalog of the music sound recordings and compositions, including the Works where uploaded by you, owned and/or controlled via license or otherwise by Thematic for use by registered users pursuant to the terms of this Agreement and the Website Terms of Use.

c. “Website” means our website www.thematic.com and any other sites owned and/or controlled by Thematic and its affiliates, licensees and assigns.

d. “Terms of Use” means Thematic’s terms of use and guidelines, including but not limited to community rules and restrictions pursuant to the Terms of Use, where posted, registered users must agree to in order to create an Account, access our Website and upload and/or download Works, as the case may be. Terms of Use may be added where not available as of the date of your registration and updated at a future date.

e. The term (“Term”) of this Agreement shall commence from Company’s formal upload of the each specific Work to the Thematic Catalog on a Work-by-Work basis such that it is public facing and available for use, through January 1, 2019, Company’s notice to you of Company’s termination of the Term, or your termination and/or removal of said Work(s) pursuant to Section 7, whichever comes first. The parties may extend the term upon mutual written approval.

f. “Territory” means the World.

g. “Videos” (individually, “Video”) means audiovisual properties, namely customary videos, created for and exclusively uploaded to and broadcast on a registered user’s YouTube channel, as identified in a user’s registration profile.

h. “Service” means Thematic’s licensing and music/talent collaboration service as provided by our Website.

i. “Channel” means a Creator’s specific YouTube channel as registered to, or otherwise controlled by, the Creator with YouTube and as registered with us in the Creator’s Website registration profile.

j. “Artist” means the author and/or owner of the Works, including but not limited to the performer(s) of, musician(s) appearing on, and/or composer(s) of, the Works collectively.

k. “Account” means the user account of those registered users of the Website.

l. “Creator” means the creator of the Videos who owns and controls the Channel or their licensee and/or assign.

m. “Credits”/”Credit” means those items of Artist attribution and meta data required by each contributing Artist of the Works as delineated via the Website.

2. Grant of Rights.

a. Subject to the terms and conditions of this Agreement, during the Term you hereby grant Thematic, and its licensee Creators respectively, a non-exclusive worldwide right and license to make copies of the Works, and use, license, copy, transmit, broadcast, stream, and publicly perform such Works, in connection with the Catalog and Service and for use in Creator Videos and synchronize the Works in Creator Videos where selected via the Service. Notwithstanding any term of this Agreement, each Creator shall have the right to utilize such Works and Credit information in Creator Videos and meta date for the duration such Videos are uploaded to such Creator’s Channel on the YouTube video platform (including post Term) subject to YouTube’s content use policies, and shall have the right to sublicense the Works (as coupled with the Videos) to YouTube pursuant to YouTube’s license requirements and user agreements, as amended and/or updated by YouTube from time to time, for Channel users and Video and content uploading.

b. With respect to each use of the Works during the Term, upon your uploading said Works to our Catalog, Thematic shall serve as a non-exclusive distributor of your Works and Thematic and its licensees (namely the Creators) shall have the non-exclusive worldwide right to utilize your Works in synchronization with Creator Videos and its Website and Service, as noted above, and publish and publicly transmit and broadcast such Videos on the internet on such Creator’s Channel and via its Website and Service, as well as the right to utilize your name and listed biographical information, and all other Credit information, as provided by you when joining the Service for the purposes of promoting, marketing, and distributing the Works and promoting Creator’s Channels, Content and Videos, and our Service and any affiliate services or relationships. Such uses shall not entitle you to any consideration or revenue, not herein noted, nor create any additional relationship between you and Thematic. For the avoidance of doubt, Thematic shall only have the license and right to sublicense the Works to its affiliated Creators and utilize said Works in connection with its Website and Service, and you shall retain all rights in and to the underlying copyrights to the Works.

b. Thematic (and all Creators) shall also have the non-exclusive worldwide right to utilize your name, image and likeness, and any artwork or other marketing and promotional materials provided to Thematic by you (“Artist Materials”) for all purposes in connection with the Service and Videos during the Term and extending beyond such Term with respect to Creator Videos and our Service as long as such Videos are uploaded or otherwise are made available on YouTube by the Creator, with such right to cease within a reasonable time upon our notice of a Creator’s removal of said Video from the YouTube platform.

c. Unless otherwise noted herein (e.g. administration right) the rights granted under this Agreement are non-exclusive, wholly assignable to Thematic Creators through the Service and Website, but otherwise non-assignable and non-transferable, and shall not be sublicensed by Creators unless otherwise expressly provided for under this Agreement (e.g. YouTube Video sublicense grant). Notwithstanding any term of this Agreement, nothing shall prevent the assignment of any portion of and/or all rights granted hereunder to a parent, subsidiary or venture partner of Thematic, or any other business entity or third party, for the purpose of operating or otherwise administering the Thematic Service, business, and/or Website.

d. You irrevocably grant to Thematic, throughout the Territory and during the Term, the sole and exclusive right:

i. To be the administrator of the Works (and their individual Recording and composition elements) submitted to our Service, with respect to all videos (including third party UGC videos) using the Works broadcast by, or otherwise made available via, YouTube during the Term and in the Territory.

ii. To collect the Gross Revenue earned by the Works placed on the YouTube platform in videos during the Term. For the purposes of this Agreement, “Gross Revenue” is defined as all revenue remitted by YouTube and received by Thematic exclusively in connection with the exploitation of the Works (e.g. their recording and publishing components) on YouTube, excluding any deductions taken for any reason by YouTube or its partners or affiliates or where whitelisted for use by Creators, with one hundred percent (100%) of Gross Revenue received by us being credited to your Thematic account or otherwise made payable to you with no deduction or fees taken by Thematic. You shall receive accountings and payment with respect to Gross Revenues, in a timely manner following Thematic’s receipt of accounting and payment from YouTube, but no later than ninety (90) days from Thematic’s receipt of such Gross Revenue. Once payment has been credited to your account, you will be able to withdraw all or a portion at your discretion. You will be responsible for any bank fees or other charges related to such withdrawals. Any objection relating to any accounting statement or any legal claims arising therefrom must be made (and any lawsuit commenced) no later than one (1) year after the date the statement is initially sent to you, and you waive any longer statute of limitations that may be permitted by law. Notwithstanding the foregoing, or any other provisions of the Terms of Service, Thematic will have no obligation to pay any amounts, and is permitted to deduct or withhold any amounts owed, determined or reasonably suspected by Thematic in its sole discretion to have resulted from fraudulent, misleading or false activities. Thematic reserves the right to withhold or deduct payment, if applicable, pending Thematic’s reasonable investigation of any of the foregoing or any breach of the terms of this Agreement by you.

iii. In the event that Thematic has, in its good faith discretion, reason to suspect that any Works submitted by you to Thematic are not in compliance with the terms of this agreement, including but not limited to the representations and warranties hereunder, or if Thematic is presented with a claim of infringement of copyright, right of publicity, trademark or other intellectual property right, or failure to comply with any third party license requirement or any other claim which, if true, would constitute your breach of, or non-compliance with, any of your representations, warranties and agreements hereunder, you agree that Thematic may discontinue the posting of your share of Gross Revenues with respect to such Works to your account and block your ability to otherwise withdraw funds therefrom until satisfactory resolution of the matter is obtained and you agree that you will forfeit such revenues where Thematic determines that they are the result of infringement or fraud in its good faith reasonable judgment.

iv. Third Party Obligations. You shall be solely responsible for securing and paying (a) all fees and/or royalties due to performers, composers, producers and other persons who contributed to the production of the Works or to whom you are otherwise obligated to pay a portion of the income from any of the Works, (b) all payments that may be required under collective bargaining agreements or pursuant to any statutory regulations, and (c) to the extent that such rights are not licensed directly by YouTube, mechanical and public performance royalties payable with respect to musical compositions embodied in the YouTube videos. You warrant and represent that all third parties to whom you are obligated to pay a portion of the income from the Works shall look solely to you for any such payments and you hereby agree to indemnify Thematic and hold Thematic, its licensees and assigns, harmless from any and all claims, demands or actions by any such third parties for any such payments in accordance with the indemnification provisions noted herein.

e. Thematic shall have the right in its sole discretion, but not the duty, to accept or reject any Works submitted by you, or at any time for any reason, without notice, revoke Thematic’s acceptance of such Works and remove all or a portion of such Works from our Catalog and Service.

f. As a condition of uploading any Works and Artist Materials, you agree to waive, or have obtained an enforceable and valid waiver of, all so called “droit morale” rights (moral rights) related to the Works and Artist Materials, including the right to be identified as the author of the Works and the right to have the Works and Artist Materials altered with respect to their being coupled with Videos, used on the Service and Website, and utilized in related meta data.

g. You agree that no license is required from, and no payments or reports are required to be made to you by Thematic for royalties from, any performing rights organization, such as ASCAP, SESAC or BMI, (“PRO”), related to the licensing and distribution of the Works, or for the use, synchronization, performance, or distribution of such Works by Creators where such works are coupled with a Creator’s Video, and you waive all rights to such reports and payments, except where designated by you (and approved by us) upon registration of a Work with the Service, and in any instance, such payments shall solely and exclusively be the responsibility of the broadcasting platform (e.g. YouTube) and in no case shall Thematic or the Creator be responsible for such reports and payments.

3. License Restrictions.

a. Thematic shall not license the Works for use on, or in connection with, any content properties or other intellectual properties other than the Videos on a Creator’s Channel and such Videos shall be solely distributed on such Creator’s Channel on the YouTube platform.

b. Neither Thematic, nor any Creator through the Service, shall make audio only copies of the Works for commercial distribution, nor edit, modify, arrange, remix, create derivative works of, or otherwise change or alter the Works in any way other than linear edits to adjust and edit the length of the Works to comport with Video length (e.g. setting start and stop points, establishing fade-in/fade-out points, etc.). Notwithstanding the foregoing, Thematic shall have the right to distribute or otherwise make the Works available on the Website on a royalty free basis for preview and listening by Creators and download by Creators who desire to utilize the Works in their Videos.

c. You shall not take any legal, administrative or other actions against YouTube (or other platforms that provide for the monetization of content or “claiming”) with respect to the Works and Artist Materials that would hinder or otherwise prevent the ability of the Creators to monetize or collect revenue from any such platform with respect to their Videos. For the avoidance of doubt, once the Works are coupled with a Creator Video, you agree and acknowledge that the Works shall be “whitelisted” on the YouTube platform (e.g. provided for use by a Creator on a claim free basis) so they may be used by the Creator on a royalty free basis until such time as the Creator is no longer featuring the Video on their Channel.

4. Works/Intellectual Properties/Performing Rights.

a. Our Service functions as a marketplace and exchange for Artists and Creators to work with the Works in our Catalog for Video placement on a registered Website user’s Channel. Thematic does not own the Channel(s) or any elements of a Creator’s content thereof, as such we make no representation or warranty that any Work will not be utilized in an unauthorized manner by the Creator, subject to the warranties noted in Section 8 below. By using the Service, you understand and agree that, consideration, among other elements, shall be your ability to register and provide Works and Artist Materials to us and our review of such Works and Artist Materials, and you are not granted any right or interest in or to the trademarks, brands, tradenames or service marks of Thematic or the Creator(s) or any personalities featured in their Videos. The Creator, its licensees, and/or assigns shall be the sole owner of all content and Videos featured on their Channel, on an exclusive worldwide basis. Your uploading of the Works and Artist Materials does not convey any right or license to use a Creator’s name, image or likeness, or grant any other rights in and to a Creator, their Video or Channel, such rights wholly reserved by the Creator on an exclusive worldwide basis. You acknowledge and agree that Thematic shall have no responsibility for the compliance by Creators or any other person with the terms of our agreements with such parties and further agree that, notwithstanding any rights you may have to pursue third parties in an action at law or equity, Thematic shall have no liability to you or any third party for any breach of such third party agreements or infringement or other unlawful conduct by any such third parties.

5. Artist Credits. Thematic shall use commercially reasonable efforts to credit and identify you (and direct said Creator using you Work to credit you) in the meta data for the Video, where customary, pursuant to the Credits and specific information (artist/composer/producer) you have provided in connection with your registration of each specific Work on our Service. Notwithstanding the foregoing, no non-repetitive inadvertent failure by Thematic or any Creator to provide such Credit shall constitute a breach hereof, and Artist’s only remedy shall be to notify Thematic in writing, and upon which notice Thematic shall use good faith reasonable efforts to cure such failure (or direct said Creator to cure such failure) on a prospective basis.

6. Intentionally left blank.

7. Termination.

a. We may terminate this Agreement with respect to one or more (or all) of the Works contributed by you to the Service, or otherwise terminate, suspend or discontinue the Service, at our election for any reason or no reason at any time by providing you with written notice specifying: i) our intention to terminate and ii) the effective date of such termination. All terminated Works will be removed from the Catalog and Service and we shall cease offering Creator’s the ability to sublicense such Works. We may remove Works and Artist Materials from the Catalog, temporarily or permanently, without notice to you for any reason in our sole discretion.

b. You may remove any or all of the Works or Artist Materials from the Catalog (and Website respectively) or deliver to us formal written notice of your request that we remove one or more of your Works and Artist Materials from the Catalog as directed. Upon receipt of such notice by a verified party, we will use commercially reasonable efforts to stop offering the Works and Artist Materials to Creators and remove them from the Catalog within thirty (30) days from our confirmation of your removal request.

c. Notwithstanding the foregoing, the termination or expiration of this Agreement or the removal of Works or Artist Materials noted above, will not limit, terminate, or otherwise alter or affect any rights granted to Thematic under the terms of this Agreement prior to the effective date of such termination, expiration or removal, including with respect to rights granted to Creators prior to such termination, expiration or removal date, under our agreement with such Creators or any sublicense permitted thereof, and all such terms shall remain in full force and effect in perpetuity.

d. Thematic shall have all rights in law and in equity, and any remedies provided for hereunder shall not be exclusive to our availability and use of all, or any other, remedies available to us in a court of competent jurisdiction. All obligations of the parties of a continuing nature, including without limitation those concerning the authenticity of your Account information, grant of rights, copyright, warranties and indemnities, disclaimers, remedies, and venue/law, shall survive the termination or expiration of this Agreement.

8. Representations and Warranties.

a. You warrant and represent that you have the exclusive authority and legal capacity to enter into this Agreement and grant the rights granted hereunder. You further warrant and represent that: i) the Works and Artist Materials, including the Recordings and underlying compositions of the Works, are wholly original works and do not infringe upon the rights any third parties and contain no uncleared samples or uncleared audio elements, ii) you are the sole and exclusive owner of the Works and Artist Materials, including the copyrights thereto, or otherwise maintain sole and exclusive control over such Works and Artist Materials directly from the owner(s) via license, grant or otherwise, and have all rights required to grant the uses of the rights granted hereunder, including but not limited to the right to sublicense such rights to Creators pursuant to our agreements with such Creators, iii) you have not granted any rights to (under license, assignment or otherwise), or entered into any agreement with respect to, all or any portion of the Works and Artist Materials that would in any manner interfere or conflict with the rights granted to Thematic under this Agreement or our agreement with a Creator, and iv) none of the Works or Artist Materials contain any disabling mechanism or protection feature to prevent such Works and Artist Materials use as contemplated under this Agreement and our agreements with Creators, and they are wholly free of any virus, program, or device that may be used to monitor, destroy, modify, damage, or disable any computer hardware, computer software or related computer system, including with respect to the Website, Service, a Creator’s Channel, and the YouTube platform.

b. You further warrant and represent that: i) all Account information provided to us by you, including when registering on the Website, for the use of our Service and the licensing of the Works and Artist Materials is true, accurate and legally verifiable, including but not limited to all information relating to your legal identity, credit attributions, contract information, payment information, Credit information, composer, publisher and producer information, and other data requested by us, and you agree to timely update such information and your Account, and inform us of such updates, so we may always maintain accurate and complete Account user information; ii) you are at least eighteen (18) years and may legally enter into binding and enforceable agreements; and, as a registered user of the Website you are the individual who is accessing our Service and uploading the Works and Artist Materials with the intention such items shall be licensed and utilized by Creators in connection with their Videos; and, iii) you further consent to the receipt of all communications and notices to you by us hereunder via electronic communications (e.g. email) and you agree that all notices, agreements, disclosures, agreement amendments, and other communications provided to you by us satisfy any legal requirement that such communication be in writing.

c. Thematic warrants and represents that: i) it has the right and authority to enter into this Agreement, ii) all Creators utilizing the Works for their Channels have warranted and represented that they will adhere to the limits of the terms of the limited licenses granted herein (“e.g. YouTube channel use only”) and iii) Thematic has relied on such Creator warranties and the further representations by each Creator as a condition of their downloading the Works from our Catalog and using such Works in Videos on their YouTube Channel(s).

9. Disclaimer/Liability Limitations.

a. Our Website and Service, are provided “as is” without any warranty of any kind, either express or implied, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement of title, all of which are expressly disclaimed. Thematic disclaims any representation or warranty that: i) the Website or Service will meet your requirements or that their use will be uninterrupted, secure, virus free, or error free, ii) that the content and materials on the Website will be accurate, or iii) that users of the Works and respective distributing platforms (e.g. YouTube) will perform legal obligations required of them.

b. Through use of the Website and Service, including but not limited to your uploading of Works, you assume the entire risk as to the quality and use of the Website and Service and our limitations with respect to the Creator’s use of the Works and Artist Materials. Neither Thematic nor any of its affiliates shall be liable for any damages or losses to the Works and Artist Materials uploaded or otherwise submitted to the Service and it shall be your sole responsibility to retain duplicate back up files of all Works, Artist Materials and any content submitted to Thematic.

10. Indemnification.

a. Each party to this Agreement shall indemnify, hold harmless and defend the other party, its parent, subsidiaries, affiliates and the other party’s officers, directors, employees, agents and contractors, respectively, from any and all liabilities, actual loss, damages, costs and expenses, including reasonable attorney’s fees and court costs, incurred by the indemnified party that arises out of any claim, demand, suit or action brought by a third party with respect to a breach by the indemnifying party of any of the provisions of this Agreement or the negligence or willful misconduct of the indemnifying party. No legal action with respect to this Agreement and our use of the Works and Artist Materials shall be brought by you more than one (1) year after the cause of action has accrued, which in the case of an indemnity obligation is deemed to be the date such original claim is made or litigation is commenced, whichever comes first.

b. You agree to indemnify, defend and hold all Creator’s harmless from and against any and all liabilities, actual loss, damages, costs, expenses, including reasonable attorney’s fees and court costs, incurred by the Creator arising out of any claim, proceeding or action by a third party based on a claim that a Creator’s use of a Work (or Artist Materials) in accord with our agreement with Creators infringes on the rights of any third party, or where such claim, if proven true would constitute a breach of any of the Representations and Warranties made by you pursuant to Section 8 above.

11. Damages. Notwithstanding any term of this Agreement, Thematic shall not be liable to you or any third party for any incidental, indirect, punitive, exemplary or consequential damages of any kind, including damages for business interruption, lost royalties, lost profits, or any other pecuniary loss, in connection with any claim, loss, damage, suit, action or other proceeding arising out of or under this Agreement, including but not limited to, your use of, access to, or reliance upon, the Service, Website, or any part thereof or any right granted to you under this Agreement, including where Thematic has been advised of the possibility of such damages, regardless of if such action is based on contract, tort, infringement of intellectual property rights, or otherwise. Further, Thematic’s total maximum aggregate liability under this Agreement, for all causes of action, for your use of the Website and Service, regardless of the number of Works or Artist Materials you have uploaded or have been utilized in Videos by Creators, or otherwise related to this Agreement and/or the Service provided to you, in any manner whatsoever, shall be limited to an aggregate of one hundred dollars ($100), including where we have been put on notice of the possibility of such damages.

12. Third Party Claims. You grant Thematic the right, but not the obligation, in its sole discretion to make any claim or take any action or commence any lawsuit with respect to the Works and Artist Materials and a breach or claimed breach by a Creator of our agreement with such Creator, including but not limited to any infringement of any intellectual property rights or other rights with respect to the Works and Artist Materials by the Creator, and Company, may but shall not be obligated to, commence such claim, lawsuit or action on your behalf at Thematic’s expense, and you will provide any information, assistance and cooperation that we reasonably request. For the avoidance of doubt, we shall have no obligation under any circumstance to make any claim, bring any lawsuit or commence any action regarding an infringement or claimed infringement of any intellectual property or other rights relating to the Works and Artist Materials by any third party and you wholly release us from any claims you might have now or in the future, directly or indirectly, with respect to any such third party claims, actions or lawsuits commenced by us or not commenced by us and the outcome of such actions if commenced. Where we do commence such claims, actions or lawsuits, any monetary recovery shall be divided between you and us equally after the deduction of all costs and expenses incurred (including reasonably attorneys fees and costs) incurred by us in connection with the pursuit of such claims, actions or lawsuits.

13. Miscellaneous.

a. The parties intend this Agreement as a final expression of their understanding and agreement with respect to the subject matter hereof and as a complete and exclusive statement of the terms thereof. Unless otherwise provided for herein, this Agreement may not be modified or amended except by a written instrument signed by each of parties hereto. Nothing in this Agreement shall be construed to require the commission of any act contrary to law, and wherever there is a conflict between any provisions of this Agreement and any statute, law, ordinance, order or regulation contrary to which the parties hereto have no legal right to contract, such statute, law, ordinance, order or regulation shall prevail; provided that, in such event, (i) the provision of this Agreement so affected shall be limited only to the extent necessary to permit the compliance with the minimum legal requirements, (ii) no other provisions of this Agreement shall be affected thereby, and (iii) all such other provisions shall remain in full force and effect. The parties hereto shall negotiate in good faith to replace any invalid, illegal or unenforceable provision (the “Invalid Provision”) with a valid provision, the effect of which comes as close as possible to that of the Invalid Provision.

b. No failure by Thematic to perform any of Thematic’s obligations hereunder shall be deemed a breach of this Agreement, unless you have given Thematic notice of such breach in reasonable detail, and such breach has not been cured within 30 days after the giving of such notice; provided that if such breach cannot reasonably be cured within such period (e.g., due to reasons beyond Thematic’s reasonable control), Thematic shall not be in breach of this Agreement if Thematic cures such breach within a reasonable period of time. Thematic shall have no responsibility for any act or omission, or responsibility to cure any breach of contract, by YouTube, its licenses and/or assigns.

c. Notices to Thematic under this agreement shall be given in writing and deemed to have been made and received when i) personally delivered, ii) delivered by a commercially established courier service (e.g. Federal Express, UPS, etc.) and signed for by Thematic at its corporate office, iii) certified or registered mail return receipt requested, or iv) sent via email and a responsive email from Thematic evidences such receipt. Notices to you shall be sent to the email and/or the contact address listed in your registered user Account profile and deemed given when sent. You expressly agree to keep a current email contract address noted on your Account and we may terminate this Agreement and all rights hereunder where such email address is not kept current or “kicks back” for any reason.

d. Notwithstanding any term of this Agreement, Thematic reserves the right to make changes to, or otherwise amend or modify, this Agreement at any time without notice to you. You will be subject to the terms of this Agreement in place at the time of your initial uploading of each Work and Artist Materials (if any) to the Catalog. Uses of the Works and Artist Materials in Videos uploaded to the Catalog shall be subject to the revised and/or amended Agreement only upon notice to you of such revision, however, your continued use of the Website and the uploading of Works and Artist Materials after notification, including your failure to remove Works and Artist Materials from the Service and Website after notice, will indicate that you have read, understood and agreed to the current version of these revised terms and such most recent Agreement terms shall apply to all Works and Artist Materials.

e. We shall have the right to assign all or any portion of this Agreement and the rights granted hereunder to any person or entity. You shall have no right to assign this agreement and the rights granted hereunder.

f. This Agreement has been entered into in the state of California and the validity, interpretation and legal affect of this Agreement shall be governed by the laws of the state of California applicable to contracts entered into and performed entirely within the state of California. The courts located in the Country of Los Angeles (state and federal), only, will have jurisdiction of any controversy regarding this Agreement; any action or other proceeding which involves such a controversy will be brought in those courts, and not elsewhere.

14. Agreement. By your clicking “I Accept” on our introductory service registration pages, introduction page, or otherwise demonstrating your acceptance of this Agreement, such as by uploading, or otherwise providing, Works to Thematic for Catalog use, you acknowledge that you have read this Agreement, understand this Agreement, and agree to be bound by all of its terms and conditions. Additionally, you agree and acknowledge to be bound by the Terms and Conditions that govern the use of our Website and Service, if any, including our Privacy Policy, and any other agreements that may be incorporated by reference herein and therein and Thematic similarly agrees to be bound by such terms and conditions.

Last Updated 11/13/2017

Privacy Policy

Information Collected.

When you use our website and/or service (collectively “Applications”), Thematic collects personal information when you register with such Applications and requires that you accept the terms of this privacy policy (“Privacy Policy”). If you do not agree, please don’t access or use the Applications. You can always choose not to provide information even though it might be needed to allow Thematic to provide the services it offers. Such personal information includes, but is not limited to, any information about you that is personally identifiable and you provide, such as your name, address, email address or phone number, YouTube channel, etc., and any other information that is not otherwise publicly available. We or third party providers may also collect information relating to your devices, including your device model, operating system, browser type, unique device identifier, IP address, mobile phone number, mobile network carrier, location, and event information (such as application installations). When you order or pay for services, we may need your billing name and address, as well as your credit card number and expiration date. Your privacy is very important to us. Unless we have your consent, we will not disclose your personally identifiable information to third parties for their marketing purposes.

Cookies and Similar Technologies.

Thematic automatically tracks certain information based on how you use the Applications. We employ this information to do internal research on Applications users and their demographics, interests, and behavior to better understand, provide services for, and safeguard such user’s information and experience using our Applications. We use “cookies” to help analyze our Web page flow, measure promotional effectiveness, and other customary purposes. You can always decline our cookies if your browser permits. The removal of cookies could however mean that you may not be able to use certain features of our Applications.

Use of Information.

Thematic may use personal and Applications use information collected by users of our Applications to better deliver the services we provide and operate our business. This information may be used, for example, to measure consumer and user interest in products and services; resolve disputes; troubleshoot technical difficulties; keep users updated about online and offline offers, services, and updates; customize your experience; detect and protect us against technical problems, fraud and other unauthorized activity; enforce our Artist Agreement and Creator Agreement; among other uses. We may use user information to enhance the content and service offerings of the Applications and the efforts of those third parties working to assist our website and service offerings; customize the design and functionality of the Applications; and improve marketing and promotional efforts, among other uses.

Disclosure of Information.

As noted above, Thematic will not disclose any of your personally identifiable information to third parties without your consent unless required by law or to enforce laws such as intellectual property rights, copyright laws, criminal laws and fraud. As such in response to a request by law enforcement or other government officials relating to a criminal investigation or alleged illegal activity, we may disclose your name, city, state, telephone number, email address, user history, fraud complaints, without a subpoena, and without advance notice to you. We may disclose your name and contact details to another party that disputes a claim to any content that is registered by you with Thematic for the purpose of facilitating a settlement of that dispute.

Log In Items.

You are responsible for all actions taken with your User ID and Password or similar security items. For your protection, we recommend that you do not disclose your password to anyone. If you still choose to share your User ID and password, or similar security items, you are responsible for all actions taken with your account.

Minors.

You agree that those persons under the age of 13 are not eligible to use the Applications and that you are older than 13. We will not knowingly collect personally identifiable information from children. Where Thematic becomes aware that a registered user is under the age of 13, we will remove their personally identifiable information from our files.

Other Websites.

Our Applications may contain links to other websites for news and other information. Our Privacy Policy only applies to our Applications, and Thematic is not responsible for the privacy practices or the content of other websites that are linked to or integrated with our Applications. It is your responsibility to check the privacy policies of those websites before providing your personal information to them.

Changes to the Privacy Policy.

You use of our Applications signifies your acceptance to the terms of this Privacy Policy. On occasion, as a response to updating services, the design of Applications, business offerings and related internal items, we may update the terms of this Privacy Policy at our discretion. If we need to change our policy, we will post these changes on the Applications as soon as they go into effect, with your continued use of such Applications constituting your agreement to such updated terms.

Last Updated 11/18/2016