- Kompoz - Kompoz refers to kompoz.com and kompozstudio.com.
- Submitter - Artist submitting original work for sale.
- Gig Owner - Sponsor of project who intends to pay for submissions (usually musical tracks.)
- Submission - A creative work, usually musical that is submitted for sale.
A Gig Owner may create a Gig by writing a creative brief, paying the Listing Fee to Kompoz and following the other instructions on Kompozstudio.com.
The Gig Owner can elect one of two types of Gigs: (1) the Not Guaranteed Gig and (2) the Guaranteed Gig.
Not Guaranteed Gigs
For Not Guaranteed Gigs, Gig Owner must select a winning Submission by the time the Not Guaranteed Gig closes. Gig Owner may withdraw Not Guaranteed Gig for a refund of the Gig Prize before entering the Final Round and before the close of the Not Guaranteed Gig.
Under no circumstances will the Listing Fee be refunded.
For Guaranteed Gigs, Gig Owner must select a winning Submission by a time specified by Kompoz. If no Finalists are selected or no winner is selected in the Final Round of a Guaranteed Gig, Kompoz in its discretion will designate this a Terminated Gig and Kompoz will retain the Listing Fee. A Gig Owner of a Terminated Gig will have no right to a refund or to use the Submissions.
If the Guaranteed Gig attracted the Minimum Submitters - as specified by the Gig Owner - and was terminated in the Qualifying Round, Kompoz will distribute the Gig Prize equally among the Submitters who participated in the Qualifying Round and who have won a Gig in the past and who have not breached this Agreement.
If the Guaranteed Gig received the Minimum Submitterss - specified by the Gig Owner - and was terminated in the Final Round, Kompoz will distribute the Gig Prize pro rata among the finalists.
Gig Owners purchasing submissions acknowledge that Kompoz does not guaranteed copyright, beyond the Submitter’s declaration that the work is original. Gig Owners acknowledge that if they don’t take actions related to their Gig within the time constraints specified, their Gig will be declared a Terminated Gig and they will not be entitled to a refund and not be entitled to use the Submission(s).
For the avoidance of doubt, Gig Owner has no right or license to use any Submission other than for the purpose of assessing it for purchase unless and until his/her Prize money has been credited to Submitter.
Gig Owner may not: (a) allow or request Submitters to submit Submissions to Gig Owner via any means other than via Kompoz; or (b) collude in relation to the awarding of a winner in a Gig or awarding a separate account held by Gig Owner as the successful Submittert in a Gig. Gig Owners and Submitters must deal on an arm’s length basis and Gig Owner may not cancel any Gig for the purpose of contracting separately with a Submitter who Gig Owner meets through Kompoz which results in Gig Owner avoiding paying Kompoz any Listing Fee or any fees and charges of Kompoz.
Submitters agree that if their submission is not selected as winner - regardless of any requests or communication with Gig Owner - they will not receive any compensation.
Submitters agree that they must submit original work for which they own the copyright. If a court or Kompoz in its sole discretion determine the artist did not own the copyright, the prize money must be paid back to Kompoz.
2. Asset Transfer Agreement
The Asset Transfer Agreement, available at https://www.kompozstudio.com/legal/asset-transfer-agreement, sets forth the legally binding terms between the applicable Submitter and Gig Owner for the sale of a Purchased Submission through the Gig.
3. Payment Terms
The following terms apply to Gig Owners who have purchased a Purchased Submission and Submiters who have sold a Purchased Submission.
Kompoz will not make refunds of the Listing Fee (see above}. If Kompoz in its sole discretion pays a refund to a Gig Owner or a credit card charge-back occurs, then: (a) Submitter must reimburse Kompoz for the applicable Gig Prize (the reimbursement will first be paid out of any Kompoz Account held by Submitter and any remaining debt will be payable by Submitter to Kompoz on demand); and (b) Gig Owner receive the Gig Prize only when the Gig Prize is reimbursed by Submitter to Kompoz.
Kompoz may refund Gig Owners for the following reasons: (i) the Purchased Submission is Defective; (ii) Kompoz is required by law or considers that it is required by law to do so; (iii) Kompoz determines that issuing a refund to Gig Owner will avoid any dispute or increased costs to Kompoz; (iv) Kompoz issues the refund to Gig Owner in accordance with any refund policy specified by Kompoz from time to time; (v) the order placed (or request made) by Gig Owner is found to be fraudulent; (vi) Gig Owner placed a duplicate order (or request) in error; or (vii) in Kompoz’ sole opinion, Kompoz considers that it is likely that the refund is necessary to avoid a credit card charge-back. A Purchased Submission will be deemed to be “Defective” if: (i) Gig Owner and Submitter agree it is defective and notify Kompoz of this fact; (ii) the Purchased Submission is subject to a third party claim that the Purchased Submission infringes/misappropriates such party’s Intellectual Property Rights (IPR), that is not frivolous.
3.2 Kompoz Credits
Kompoz pays the Gig Prize to Submitter in the form of Kompoz Credits whereby the value of the Submitter’s account is increased.
3.3 General Payment Terms
You agree that you are responsible for the collection and/or payment of all Taxes which you may be liable for in any jurisdiction arising from your sale or purchase of any Purchased Submissions via Kompoz. Kompoz is not responsible for collecting, reporting, paying, or remitting to you any such Taxes. "Taxes" means any applicable duties, sales taxes, GST, VAT or other taxes which may be levied in respect of a transaction contemplated by this Agreement.
4. Exclusivity and Non-Circumvention
You acknowledge and agree that Kompoz's revenue is derived from its receipt of Listing Fees made through Kompoz. Therefore, for 24 months from the time you meet any party through Kompoz (the "Exclusivity Period"), you must use the Kompoz Services as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the "Kompoz Relationship"). You may opt-out of this obligation only if Gig Owner or prospective Gig Owner pays Kompoz an "Opt-Out Fee" of $500 USD.
To pay the Opt-Out Fee, you must request instructions by sending an email message to collaborate@Kompoz.com.
You agree not to circumvent the payment methods offered by Kompoz. By way of illustration and not in limitation of the foregoing, you must not:
(a) Share any personal information on your Profile (excluding personal websites and portfolios) in the way of email, video, phone or any other method of direct contact.
(b) Submit proposals or solicit parties identified through Kompoz to contact, hire, manage, or pay outside Kompoz.
(c) Accept proposals or solicit parties identified through Kompoz to contact, deliver services, invoice, or receive payment outside Kompoz.
(d) Cancel any Gig for the purpose of contracting separately with a Submitter who Gig Owner meets through Kompoz.
(e) Invoice or report on Kompoz or in an Opt-Out Fee request an invoice or payment amount
5. Important Disclaimers and Release
We make no warranties regarding the Gig, Submissions, or any other products or services provided by us, Submitters, Gig Owners, or other Users and each of the foregoing are provided by us “AS IS”.
Submitters sell and Gig Owners buy Purchased Submissions at their own risk.
You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any User. Your interactions with other users are solely between you and such User and Kompoz will not be responsible for any loss or damage incurred as the result of any such interactions (excluding those directly due to Kompoz’ acts or the Services). If there is a dispute between you and any User, we are under no obligation to become involved.
Notwithstanding the foregoing, Kompoz will use commercially reasonable efforts to provide the Services described in this Agreement.
You hereby release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and hereby waive and release, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, your use of Kompoz and/, any interactions or transactions of you with, or act or omission of you in relation to other Users, including Gig Owners and Submitters and Third Party Sites & Ads (excluding those directly due to Kompoz’s acts or the Services).
If applicable, you hereby waive California Civil Code Section 1542 in connection with the foregoing, which states: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
In order to use the Service, you must register for an account with Kompoz ("Account") and provide certain information about yourself as prompted by Kompoz registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. Without limiting the generality of the foregoing, you agree to provide Kompoz with identification documents (including copies of IDs, passports or drivers licenses) which Kompoz requests from you from time to time for the purposes of verifying your identity. You may delete your Account at any time, for any reason. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Kompoz of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security which is based on your negligence. Kompoz cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. Submitters may not have more than one Account.
7. User Content
7.1 Your User Content
“User Content” means any and all information and content that a User submits to, or uses with, Kompoz . User Content includes Gigs, Submissions, and reviews and/or testimonials (“Reviews”). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby represent and warrant that your User Content does not violate the Acceptable Use Policy (defined below). You may not state or imply that your User Content is in any way provided, sponsored or endorsed by Kompoz. Because you alone are responsible for your User Content (and not Kompoz), you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Kompoz is not obligated to remove any Gigs, Submissions, or Reviews from Kompoz unless required by applicable Law. Kompoz is not obligated to backup any User Content and User Content may be deleted at any time. You are solely responsible for creating backup copies of your User Content if you desire.
7.2 License to User Content
You hereby grant, and you represent and warrant that you have the right to grant, to Kompoz an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license for all the duration of the intellectual property rights to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, solely for the purposes of including your User Content in Kompoz; provided that Kompoz will only use your Creative Brief and Submissions to run the applicable Gig in accordance with the private or public settings of the Gig. You agree to irrevocably waive any claims of attribution with respect to your User Content (this sentence does not apply to customers located in the EEA). For the avoidance of doubt, Submitter’s license or assignment of the Purchased Submission to Gig Owner is set forth in the applicable Handover Agreement.
8. Acceptable Use Policy
The following sets forth Kompoz’ “Acceptable Use Policy”:
You agree that you will only use the personal information of other Gig Owners or Submitters made available to you only for the purposes of interacting with them in relation to the Services. You must not use their personal information for any other purpose, including for marketing purposes. You represent and warrant that you will comply with applicable privacy laws and data protection laws (including, without limitation, the Australian Privacy Act 1988 (Cth)) in relation to the storage, use and transfer of personal information.
8.2 User Content
You agree not to use Kompoz with any User Content or to provide any products or services that (a) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right (including by allowing any third party to download or reuse any User Content in violation of any such third party rights, by using any work in an editorial manner without affixing the necessary credit or attribution or by posting or uploading or allowing any third party to post or upload any User Content on social media sites that grant exclusive rights or ownership in respect of such User Content to any third party); (b) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, slanderous, indecent, pornographic, obscene, patently offensive (e. g. , material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way or that would otherwise imply that the creator of the User Content, or the persons or property appearing in the User Content (if any), endorse any political, economic or other opinion-based movements or parties or in a way that places any person in the User Content in a bad light or in a defamatory, unlawful, immoral or offensive manner; (c) is in violation of any laws, or obligations or restrictions imposed by any third party; or (d) would cause a material risk to the security or operations of Kompoz or any third party.
8.3 Review User Content
We reserve the right (but have no obligation) to review any User Content, investigate, and/or take appropriate action against you in our sole discretion (including removing or modifying your User Content, terminating your Account, and/or reporting you to law enforcement authorities) if you violate the Acceptable Use Policy or any other provision of this Agreement or otherwise create liability for us or any other person.
9. Certain Restrictions
The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not access Kompoz in order to build or promote a similar or competitive service; and (b) except as expressly stated herein, no part of Kompoz may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of Kompoz shall be subject to the terms of this Agreement. All copyright and other proprietary notices on any Site content must be retained on all copies thereof. Kompoz reserves the right, at any time, to modify, suspend, or discontinue Kompoz or any part thereof with or without notice. You agree that Kompoz will not be liable to you or to any third party for any modification, suspension, or discontinuance of Kompoz or any part thereof. You acknowledge and agree that Kompoz will have no obligation to provide you with any support or maintenance in connection with Kompoz.
If you provide Kompoz any feedback or suggestions regarding Kompoz (“Feedback”), you hereby assign and agree to assign upon our request to Kompoz all rights in the Feedback and agree that Kompoz shall have the right to use such Feedback and related information in any manner it deems appropriate. Kompoz will treat any Feedback you provide to Kompoz as non-confidential and non-proprietary. You agree that you will not submit to Kompoz any information or ideas that you consider to be confidential or proprietary.
Each User owns its own User Content. Excluding your User Content, you acknowledge that all the IPR in Kompoz are owned by Kompoz or Kompoz’s licensors. The provision of Kompoz does not transfer to you or any third party any rights, title or interest in or to such IPR. Kompoz and its suppliers reserve all rights not granted in this Agreement.
You agree to indemnify and hold Kompoz (and its officers, employees, and agents) harmless, including reasonable costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of Kompoz , (b) your User Content (including your Gig, Design Concept, designs in the Project Service, and Reviews), (c) your interaction with any other User, or (d) your violation of this Agreement or any applicable laws. Kompoz reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Kompoz. Kompoz will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
11. Term and Termination
Subject to this Section, this Agreement will remain in full force and effect while you use Kompoz . We may (a) suspend your rights to use Kompoz and/ (including your Account), including in part or in full, or (b) terminate this Agreement at any time for a legitimate purpose.
Upon termination of this Agreement, your Account and right to access and use Kompoz (or relevant part thereof) will terminate immediately. Any Kompoz Credits or payments outstanding to you at termination will be paid to you on all best efforts basis. You understand that any termination of your Account may involve deletion of your User Content associated therewith from our live databases. However we reserve the right to continue to use your User Content to the extent permitted under applicable law (this sentence does not apply to customers located in the EEA). Kompoz will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Account or deletion of your User Content. Even after this Agreement is terminated, any part of this agreement will remain in effect at the sole discretion and benefit of Kompoz.
The Site are provided “AS-IS” and “AS AVAILABLE” and we (and our suppliers) expressly disclaim any warranties and conditions of any kind, whether expressed or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We (and our suppliers) make no warranty that Kompoz : (a) will meet your requirements; (b) will be available on an uninterrupted, timely, secure, or error-free basis; or (c) will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe. Some states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.
13. Limitation on Liability
In no event shall we (and our suppliers) be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special or punitive damages arising from or relating to this Agreement or your use of, or inability to use, Kompoz , even if we have been advised of the possibility of such damages. Access to, and use of, Kompoz are at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data resulting therefrom. Notwithstanding anything to the contrary contained herein (but subject to clause 14.4), our (and our suppliers’) liability to you for any damages arising from or related to this Agreement (for any cause whatsoever and regardless of the form of the action), will at all times be limited to the greater of (a) fifty US dollars ($50) or (b) amounts you have paid Kompoz in the prior 12 months (if any). The existence of more than one claim will not enlarge this limit. Some jurisdictions do not allow the limitation or exclusion of liability for incidental of consequential damages, so the above limitation or exclusion may not apply to you and you may also have other legal rights that vary from jurisdictions to jurisdictions.**
This Agreement (including pricing terms) is subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any) and/or by prominently posting notice of the changes on our Site. Any changes to this agreement will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Site . You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
(a) Governing Law
This Agreement shall be governed by and construed solely and exclusively in accordance with the laws of the State of Florida, USA without giving effect to any law that would result in the application of the law of another jurisdiction.
(b) United States
If you located are in the United States, the following applies to you. Please read this carefully. It affects your rights.
(i) Except for either party’s claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret, any and all disputes between you and Kompoz arising under or related in any way to this Agreement, must be resolved through binding arbitration as described in this section. This agreement to arbitrate is intended to be interpreted broadly. It includes, but is not limited to, all claims and disputes relating to your use of any of the Kompoz Site and Service. (ii) You agree that by entering into this agreement, you and Kompoz are each waiving the right to trial by jury or to participate in a class action. You and Kompoz agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Any arbitration will take place on an individual basis; class arbitrations and class actions are not permitted. (iii) The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (“AAA”), as modified by this section. For any claim where the total amount of the award sought is $10,000 or less, the AAA, you and Kompoz must abide by the following rules: (a) the arbitration shall be conducted solely based on written submissions; and (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules, and the hearing (if any) must take place in New York, NY. The arbitrator’s ruling is binding and may be entered as a judgment in any court of competent jurisdiction. In the event this agreement to arbitrate is held unenforceable by a court, then the disputes that would otherwise have been arbitrated shall be exclusively brought in the state or federal courts located in Dade County, Florida. Claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall be exclusively brought in the state and federal courts located in Dade County, Florida.
15. Entire Agreement
This Agreement constitutes the entire agreement between you and us regarding the use of Kompoz. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word including means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Kompoz is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Kompoz’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.