TERMS OF USE

Kena.ai (hereinafter, “us”, “we”, “our”, or “Kena.ai”) is a platform that offers Services (as defined below) to you through our website located at San Francisco, CA which are subject to these Terms of Use, and shall include by reference the Privacy Policy and any other policy introduced for the purpose of the Services (henceforth, “Terms”). By accessing or using our website and Services, you acknowledge that you have read, understood, and agree to be bound by the Terms. If you are entering our website or using our Services on behalf of a third party including, but not limited to, a company, business, or any other legal entity, you represent and warrant that you have the authority to bind such party and its affiliates to the Terms. Please ensure you read the Terms carefully and if you do not have the authority, are not eligible, or do not consent to the Terms, please do not use our website or Services. By reference, the Terms also include our Privacy Policy which can be found at Link to Privacy Policy.

We may change the Terms from time to time with or without providing you prior notice. It is your responsibility to periodically check and review the current version of the Terms. Material modifications are effective upon your acceptance of the modified terms; immaterial modifications are effective upon publication. If the modification or upgrade is not acceptable to you, your sole remedy is to immediately stop using our website and Services.

Eligibility. You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (i) you are at least 18 years old; (ii) you have not previously been suspended or removed from the Service; and (iii) your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms. No part of the Service is directed to persons under the age of 13. IF YOU ARE UNDER 13 YEARS OF AGE, YOU MUST NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER.

SERVICES

“Services” means and includes our website and any associated software and applications (“App”) and internet services under our control, whether partial or otherwise, used in connection with the services we provide. Through our Services, you can streamline the process of learning, creating, saving, and sharing original music, in addition to collaborating with other users of the Service. The Service offers an online platform designed to provide you with resources to enhance music creation and collaboration. Any use of the platform shall be solely in accordance with these Terms, as updated from time to time. You acknowledge and agree that we retain all right, title, and interest in and to all existing and AI generated Kena.ai content and data, all copies or parts thereof, and all intellectual property rights (IPR) contained therein, including but not limited to, patents, copyright, trademarks, trade secrets, and all other IPR across territories and under any international convention.

“Third Party Sites or Services” – Our Services may link you to websites owned by third parties which may be licensed by us to perform certain integral functions on our behalf. We are not responsible for these third-party websites, and if you use these links, you will solely be liable to read the terms of service and privacy policies of those third party websites. In no circumstance will Kena.ai be responsible or liable for any loss or damage incurred as a result of any interactions you may have on or via the third-party website.

Important Definitions

“Post” and “Posting” mean submitting, uploading, publishing, displaying, or similar action on the Service. “Track(s)” means any User Content Posted by a User that is a musical work or sound recording, including any embodiment of a musical work or sound recording, such as a .mp3 file or a .wav file. “Use” means to reproduce, distribute, publicly display, transmit, synchronize, communicate to the public, make available, publicly perform (including by means of digital audio transmissions) on a through-to-the audience basis, create derivative works from, transmit to Third Party Sites, and otherwise use and exploit. “User” shall mean any individual or entity who utilizes the Service. “User Content” means any material that a User Posts to the Service, including, without limitation, musical works, sound recordings (including Tracks), literary works, photographs, audio-visual works, artwork and other related content.

ACCOUNT CREATION AND USER PROFILE

To utilize the Service, Kena.ai will require You to create an account which in turn shall require your name, address, valid email address, and other information as prompted. The information collected hereunder shall be subject to and governed by our Privacy Policy. You represent and warrant that information provided at the time of creating an account and otherwise will be accurate and complete.

You agree to maintain your account securely, keep your log-in details confidential, intimate Kena.ai of any unauthorised use or breach, and will be responsible for all activity in your account. If found in breach of the Terms, we may suspend access to your account and seek legal remedies. Use of any Kena.ai IPR is on a non-exclusive, non-transferable, revocable, and limited basis. No part of the Terms is to be construed as a transfer or assignment of any rights by Kena.ai to you.

You may create a personal page (your “Profile”) on the Service on which you showcase your Tracks. The Tracks you Post to your Profile will be subject to the license grants and other covenants, representations, and warranties set forth in these Terms. All Profiles can be viewed in public by default, however, any Tracks you Post can be made visible to the public only if You choose to share it with the public on creation. All Tracks shall be visible only by You and set to “private” on creation, by default.

You are responsible in maintaining the confidentiality of your account details, Profile and activities taking place in your account and vis-a-via your Profile. Additionally, you agree that Kena.ai may remove or disable any offensive audio-video, image, text, or any other content in its sole discretion or on the basis of a third-party allegation that is linked to your Profile or account.

Communication and Feedback: By using our website and Services, you agree that we may communicate with you electronically regarding security, privacy, customer service, and other administrative issues relating to your use of Kena.ai. From time to time, you may provide suggestions, comments for enhancements, or feedback to Kena.ai; we may choose to improve our services at our sole discretion. You grant Kena.ai a royalty-free, transferable, licensable, irrevocable, and perpetual licence to copy, distribute, publish, or create derivative work using or based on your feedback.

OWNERSHIP AND RIGHTS

You agree and acknowledge that Kena.ai retains all right, title, and interest in Kena.ai website and Services including, but not limited to, visual interfaces, graphics, design, computer code, data, source or object code, software, and all IPR contained therein. Kena.ai grants no rights other than the rights expressly granted to you under the Terms. You shall not remove, obscure, or alter any IPR notices in relation to Kena.ai. We reserve all rights to our website and Services not granted expressly in the Terms.

Except as expressly permitted hereunder, you shall not and shall not permit or authorise a third party to (i) copy, modify, reverse engineer, decompile, or alter the source code, object code or algorithms of Kena.ai or the Services; (ii) translate or create derivative work based on, substantially similar to, or competes with Kena.ai or the Services; (iii) license, sub-license, transfer, assign, share, publish, exploit, or make available Kena.ai or the Services to any third party; (iv) use Kena.ai or the Services for any unlawful purposes, including infringement of IPR, breach of privacy or data regulations, share or post content that may be harmful, a security risk, threatening, abusive, vulgar, obscene, pornographic, hateful, racist, objectionable, etc.; (v) disrupt the integrity of Kena.ai, the Services and data contained therein. Kena.ai reserves all right, title, and interest to any Kena.ai intellectual property not expressly granted to you herein.

We may (i) copy, use, modify, distribute, and disclose your data to the extent necessary to provide our Services to you in compliance with the Terms; (ii) use your data for internal operations and functions; (iii) use your data in an aggregate, de-identified basis, without disclosing any personally identifiable information for marketing purposes and business analytics. “Data” here refers to any and all information collected and stored by or on behalf of you from your use of Kena.ai, excluding data relating to the operation of Kena.ai.

TRACKS AND USER-CONTENT

You or a third-party licensor, as appropriate, retain all intellectual property rights to the User Content you Post to the Service. This also means that you are responsible for protecting any of your rights in your User Content (including any User who violates the license you grant to such other User for Use as per the Services), and Kena.ai shall not be responsible for any suo-moto enforcement of these Terms against another User in the event of any alleged infringement. You may notify or report to Kena.ai of such alleged infringement and Kena.ai may, at its sole discretion and without any obligation to do so, either take down the infringing Track, or terminate Services for the applicable User.

If you find objectionable content in any User Content, then please notify us by sending an e-mail to support@kena.ai. You are solely responsible for the content of any User Content, including but not limited to Tracks. We may provide areas for Users to comment and Post artwork and other materials that are not Tracks (all User Content that is not a Track is “Other Content”). Other Content is subject to the license grant and restrictions in this Section (excluding those provisions applicability only to Tracks). The opinions expressed in any Other Content are to be attributed solely to the User that Posted such content and Kena.ai disclaims all liability and responsibility for the same.

License Grant. You grant Kena.ai an unrestricted, assignable, sub-licensable, irrevocable, royalty-free license throughout the universe to Use all User Content you Post to the Service, through any media and formats now known or hereafter developed, for the purposes of (i) advertising, marketing, and promoting Kena.ai and/ or the Service; (ii) sharing information about your User Content with third parties and Third Party Sites, including Users; and (iii) Using your User Content on and through the Service as authorized in these Terms. You also grant us a royalty-free license to Use your name, image, voice, and likeness as made available by you or on your behalf through the Service in conjunction with advertising, marketing, or promoting you, your User Content, Kena.ai and/ or the Service. For clarity, the rights granted in the preceding sentences of this Section include, but are not limited to, the right to reproduce sound recordings (and make mechanical reproductions of the musical works embodied in such sound recordings), and publicly perform sound recordings (and the musical works embodied therein), all on a royalty-free basis. This means that you are granting us the right to Use your User Content without the obligation to pay royalties to any third party, including, but not limited to, a sound recording copyright owner (e.g., a record label), a musical work copyright owner (e.g., a music publisher), a PRO, a sound recording rights organization (e.g., SoundExchange), any unions or guilds, and engineers, producers or other royalty participants involved in the creation of User Content. However, if your User Content is a Track, then we will exercise our rights under this Section in a manner consistent with the public or private share settings you have chosen for the Track. For example, if you’ve indicated that a Track is private, then we will exercise the rights to such Track under this Section in a manner consistent with your intent to keep it private (e.g., not use such Track to advertise, market, and promote Kena.ai and / or the Service till such time the Track is set to private).

You shall not Post any User Content to the Service if you are not the copyright owner of, or are not fully authorized to grant rights in, all of the elements of the User Content you intend to Post to the Service, including but not limited to the underlying compositions in such User Content. You agree that by Posting any User Content, including the Tracks, you are acknowledging that you have all the necessary rights as set out hereunder to Post such User Content. You represent and warrant that: (i) any User Content you Post to the Service is truthful, accurate, not misleading, and offered in good faith, (ii) you own the User Content you Post on or through the Service or otherwise have the right to grant the license set forth in these Terms; (iii) the Posting and use of your User Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person; (iv) the Posting of your User Content on the Service will not require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and (v) the posting of your User Content on the Service does not result in a breach of contract between you and a third party. You must pay all amounts owed to any person as a result of Posting your User Content on the Service, including any subsequent Posting to the Service by any Users who have Used your User Content. You agree that your User Content is non-confidential and non-proprietary, except as otherwise agreed upon between Kena.ai and you.

If you are a composer or author of a musical work and have affiliated with a PRO, then you must notify your PRO of the royalty-free license you grant through these Terms to Kena.ai. You are solely responsible for ensuring your compliance with the relevant PRO’s reporting obligations. If you have assigned your rights to a music publisher, then you must obtain the consent of such music publisher to grant the royalty-free license(s) set forth in these Terms or have such music publisher enter into these Terms with us.

Notwithstanding anything contained herein, the owners or operators of Third-Party Sites will not have any separate liability to you or any other third party for User Content Posted or Used on such Third-Party Sites via the Service.

Kena.ai does not represent or guarantee the truthfulness, accuracy, or reliability of User Content. You accept that any reliance on material posted by other Users or third-party service providers will be at your own risk. By using the Service, you accept the risk that you might be exposed to content that is objectionable or otherwise inappropriate.

You are solely responsible for your User Content on the Service. You assume all risks associated with your User Content, including anyone’s reliance on its quality, accuracy, or reliability. You may expose yourself to liability if, for example, your User Content contains material that is false, intentionally misleading, or defamatory; violates third-party rights; or contains material that is unlawful or advocates the violation of any law or regulation. Additionally, you are solely responsible for maintaining backup copies of any User Content you upload to the Service. We are not responsible for the deletion or unavailability of any User Content.

INTELLECTUAL PROPERTY POLICY

Kena.ai reserves the right, without obligation, to (i) remove any User Content we find or are notified of to be infringing a third party’s IPR; (ii) ban and remove any User and the User Content shared by a repeat infringer i.e., who has received more than one take-down notice.

TERMINATION

Terms apply and are effective from the date you commence using the Kena.ai website and Services and terminate as follows: You have the right to terminate your account at any time by sending a request to info@kena.ai. Kena.ai may terminate, with or without cause, your account and the Terms at any time by providing prior notice to your registered email address. Where you breach the terms and conditions mentioned hereunder, we may immediately terminate the Terms with or without prior notice. Notwithstanding the foregoing, upon termination, all rights and licences will immediately terminate, and you shall discontinue the use of the website and Services. Upon termination of these Terms for any reason, then all of your User Content may be made inaccessible via the Services although copies of your User Content may remain stored on back-up storage media maintained by or for us. You grant us a royalty-free license to retain such back-up copies of your User Content on storage media maintained by or for us. If you stop using the Service but keep User Content on the Service, then these Terms will continue to apply in full force and effect for so long as such User Content is available on or through the Service. Any provision of the Terms which by its nature are intended to survive, will survive expiration or termination of the Terms.

WARRANTIES AND REPRESENTATIONS

You represent and warrant that (i) you have the full power and authority to agree to the Terms; (ii) your content and data shared in connection with the website and Services, and Kena.ai’s exercise of all rights and licences granted by you herein, do not and shall not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does your content or data contain any matter that is defamatory, obscene, hateful, unlawful, threatening, abusive, tortious, offensive, or harassing; (iii) the content you post and share is truthful, accurate, submitted in good faith; (iv) you own the content shared and can license the same and where your content contains any third party IPR, you have obtained the appropriate licences or permission to use and share the same; (v) you will use Kena.ai only for its intended purpose and will comply with all privacy, data protection, IPR, contractual, and other applicable laws; and (vi) you are eligible to enter into this contract.

Under no circumstances will Kena.ai be liable for any content or data of any third party, including other users of the website and Services, for any errors or omissions, loss or damage incurred as a result of the use of such content, or the risk of being exposed to content that is objectionable or otherwise inappropriate. We are not responsible for any dispute or disagreements between you and any third party you interact with by using our Services, and you agree to release us of all claims, demands, and damages in such cases. Without limiting the foregoing, we shall have the right to remove any content or data that violates the Terms or that in our sole discretion we find to be objectionable.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KENA.AI AND SERVICES ON THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. KENA.AI DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT KENA.AI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR VIRUS-FREE, NOR DO WE WARRANT AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF KENA.AI AND ITS SERVICES, AND NO INFORMATION, ADVICE, OR SERVICES OBTAINED BY YOU DIRECTLY FROM US OR OTHERWISE SHALL CREATE ANY WARRANTY THAT ARE NOT EXPRESSLY STATED HERE.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO CIRCUMSTANCE AND LEGAL THEORY WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STATUTE, OR OTHERWISE SHALL KENA.AI, ITS EMPLOYEES, AFFILIATES, OFFICERS, AGENTS, PARTNERS, SERVICE PROVIDERS, AND LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, LOST SALES OR BUSINESS, LOST DATA, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES OR ANY CONTENT, WHETHER OR NOT KENA.AI HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL CUMULATIVE LIABILITY OF KENA.AI FOR ALL CLAIMS UNDER THESE TERMS IS LIMITED TO $1000.

INDEMNIFICATION

You shall defend, indemnify, and hold harmless Kena.ai from and against any claims, actions or demands including, without limitation, reasonable legal and accounting fees and costs, arising or resulting from your breach of the Terms, any of your content, or your access, contribution to, use or misuse of the Services, violation of the Terms or applicable laws/regulation, violation of any third party rights, or dispute between you and any third party. Kena.ai shall provide notice to you of any such claim, suit, or demand. Kena.ai reserves the right to assume the exclusive defence and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Kena.ai’s defence of such matter.

GOVERNING LAW & DISPUTES

The Terms shall be governed by the laws of the State of California. Unless otherwise elected by Kena.ai in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the courts of San Francisco, California to resolve any dispute that may arise from your use of the website and Services. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND KENA.AI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

You release Kena.ai of all claims, demands, and damages in disputes among Users of the Service and shall not involve Kena.ai in any disputes or equivalent proceedings.

MISCELLANEOUS

Entire Agreement. You and Kena.ai both agree that the Terms constitute the entire agreement between us and supersedes any previous oral or written agreements relating to the Services. Severability. If any provision of the Terms is found to be illegal, unenforceable, or invalid by a court of competent jurisdiction, that provision will be limited or eliminated to the extent necessary whereby the remaining Terms will continue to remain in force and effect. Independent Contractors. No agency, joint venture, partnership, or employment is created as a result of the Terms and you do not have the right or authority to bind Kena.ai in any agreement or create any obligation, express or implied, on our behalf. Assignment. You may not assign the Terms or any benefits thereof without our prior written consent but Kena.ai may assign or transfer the Terms without any restrictions, in whole or in part. Notice. We may notify you in writing for any purpose under the Terms via your registered email address.

Last Updated On: March 16th 2020
Effective Date: Dec 23rd 2019