Terms & Agreements

Last Updated January 2019


Terms and Conditions of Use

1. Introduction 1.1

These terms and conditions shall govern your use of our website. 1.2 By using our website, you accept these terms and conditions in full; accordingly, if you disagree with these terms and conditions or any part of these terms and conditions, you must not use our website. 1.3 If you [register with our website, submit any material to our website or use any of our website services], we will ask you to expressly agree to these terms and conditions. 1.4 You must be at least [13] years of age to use our website; by using our website or agreeing to these terms and conditions, you warrant and represent to us that you are at least [13] years of age.

2. Credit 2.1

This document was created using a template from SEQ Legal (http://www.seqlegal.com).

3. Copyright notice

3.1 Copyright (c) [2019] [The Husk]. 3.2 Subject to the express provisions of these terms and conditions: (a) We, together with our licensors, own and control all the copyright and other intellectual property rights in our website and the material on our website; and (b) all the copyright and other intellectual property rights in our website and the material on our website are reserved.

4. Licence to use website

4.1 You may: (a) view pages from our website in a web browser; (b) download pages from our website for caching in a web browser; (c) print pages from our website; (d) stream and download audio and other files from our website; and (e) use The Husk services by means of a web browser, subject to the other provisions of these terms and conditions. 4.2 You may only use our website for your own personal and business purposes, and you must not use our website for any other purposes. 4.3 Except as expressly permitted by these terms and conditions, you must not edit or otherwise modify any material on our website. 4.4 Unless you own or control the relevant rights in the material, you must not: (a) republish material from our website (including republication on another website); (b) sell, rent or sub-license material from our website; (c) exploit material from our website for a commercial purpose; or (d) redistribute material from our website. 4.6 We reserve the right to restrict access to areas of our website, or indeed our whole website, at our discretion; you must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on our website.

5. Acceptable use

5.1 You must not: (a) use our website in any way or take any action that causes, or may cause, damage to the website or impairment of the performance, availability or accessibility of the website; (b) use our website in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity; (c) use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, root-kit or other malicious computer software; (d) conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent; (e) access or otherwise interact with our website using any robot, spider or other automated means[, except for the purpose of [search engine indexing]]; (f) violate the directives set out in the robots.txt file for our website; or (g) use data collected from our website for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing). 5.2 You must not use data collected from our website to contact individuals, companies or other persons or entities. 5.3 You must ensure that all the information you supply to us through our website, or in relation to our website, is [true, accurate, current, complete and non-misleading].

6. Registration and accounts

6.1 You may register for an account with our website by using the Sign Up form & connecting through your SoundCloud account. 6.2 You must not allow any other person to use your account to access the website. 6.3 You must notify us in writing immediately if you become aware of any unauthorized use of your account. 6.4 You must not use any other person's account to access the website [unless you have that person's express permission to do so].

7. User login details

7.1 Your user ID must not be liable to mislead and must comply with the content rules set out in Section 10; you must not use your account or user ID for or in connection with the impersonation of any person. 7.2 You must notify us in writing immediately if you become aware of any disclosure of your log in information. 7.3 You are responsible for any activity on our website arising out of any failure to keep your log in information confidential, and may be held liable for any losses arising out of such a failure.

8. Cancellation and suspension of account

8.1 We may: (a) [suspend your account]; (b) [cancel your account]; and/or (c) [edit your account details], at any time in our sole discretion without notice or explanation. 8.2 You may cancel your account on our website by contacting us directly.

9. Your content: licence

9.1 In these terms and conditions, "your content" means [all works and materials (including without limitation text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that you submit to us or our website for storage or publication on, processing by, or transmission via, our website]. 9.2 You hereby waive all your moral rights in your content to the maximum extent permitted by applicable law; and you warrant and represent that all other moral rights in your content have been waived to the maximum extent permitted by applicable law. 9.3 You may edit your content to the extent permitted using the editing functionality made available on our website. 9.4 Without prejudice to our other rights under these terms and conditions, if you breach any provision of these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may delete, unpublish or edit any or all of your content.

10. Your content: rules

10.1 You warrant and represent that your content will comply with these terms and conditions. 10.2 Your content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law). 10.3 Your content, and the use of your content by us in accordance with these terms and conditions, must not: (a) be libellous or maliciously false; (b) be obscene or indecent; (c) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right; (d) infringe any right of confidence, right of privacy or right under data protection legislation; (e) constitute negligent advice or contain any negligent statement; (f) constitute an incitement to commit a crime[, instructions for the commission of a crime or the promotion of criminal activity]; (g) be in contempt of any court, or in breach of any court order; (h) be in breach of racial or religious hatred or discrimination legislation; (i) be blasphemous; (j) be in breach of official secrets legislation; (k) be in breach of any contractual obligation owed to any person; (l) [depict violence[ in an explicit, graphic or gratuitous manner]]; (m) [be pornographic[, lewd, suggestive or sexually explicit]]; (n) [be untrue, false, inaccurate or misleading]; (o) [consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage]; (p) [constitute spam]; (q) [be offensive, deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory]; or (r) [cause annoyance, inconvenience or needless anxiety to any person].

11. Limited warranties

11.1 We do not warrant or represent: (a) the completeness or accuracy of the information published on our website; (b) that the material on the website is up to date; or (c) that the website or any service on the website will remain available. 11.2 We reserve the right to discontinue or alter any or all of our website services, and to stop publishing our website, at any time in our sole discretion without notice or explanation; and save to the extent expressly provided otherwise in these terms and conditions, you will be compensated for the current balance of your account through direct payment procedures outlined in Section 21. 11.3 To the maximum extent permitted by applicable law and subject to Section 12.1, we exclude all representations and warranties relating to the subject matter of these terms and conditions, our website and the use of our website.

12. Limitations and exclusions of liability12.1 Nothing in these terms and conditions will: (a) limit or exclude any liability for death or personal injury resulting from negligence; (b) limit or exclude any liability for fraud or fraudulent misrepresentation; (c) limit any liabilities in any way that is not permitted under applicable law; or (d) exclude any liabilities that may not be excluded under applicable law. 12.2 The limitations and exclusions of liability set out in this Section 12 and elsewhere in these terms and conditions: (a) are subject to Section 12.1; and (b) govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms and conditions. 12.3 To the extent that our website and the information and services on our website are provided free of charge, we will not be liable for any loss or damage of any nature. 12.4 We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control. 12.5 We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill. 12.6 We will not be liable to you in respect of any loss or corruption of any data, database or software. 12.7 We will not be liable to you in respect of any special, indirect or consequential loss or damage. 12.8 You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).

13. Breaches of these terms and conditions

13.1 Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may: (a) send you one or more formal warnings; (b) temporarily suspend your access to our website; (c) permanently prohibit you from accessing our website; (d) [block computers using your IP address from accessing our website]; (e) [contact any or all of your internet service providers and request that they block your access to our website]; (f) commence legal action against you, whether for breach of contract or otherwise; and/or (g) [suspend or delete your account on our website]. (h) not be held responsible for paying out the balance of your account prior to termination of your account. 13.2 Where we suspend or prohibit or block your access to our website or a part of our website, you must not take any action to circumvent such suspension or prohibition or blocking[ (including without limitation [creating and/or using a different account])].

14. Variation

14.1 We may revise these terms and conditions from time to time. 14.2 The revised terms and conditions shall apply to the use of our website from the date of publication of the revised terms and conditions on the website, and you hereby waive any right you may otherwise have to be notified of, or to consent to, revisions of these terms and conditions.

15. Assignment

15.1 You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions. 15.2 You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.

17. Payments & Cancellations

17.1 You may purchase a Paid Subscription directly from The Husk by paying a subscription fee in advance on a monthly basis or some other recurring interval disclosed to you prior to your purchase. The Husk may change the price for the Paid Subscriptions, including recurring subscription fees from time to time and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes will take effect at the start of the next subscription period following the date of the price change. Subject to applicable law, you accept the new price by continuing to use the The Husk Service after the price change takes effect. If you do not agree with a price change, you have the right to reject the change by unsubscribing from the Paid Subscription prior to the price change going into effect. 17.2 Renewal; Cancellation Your payment to The Husk will automatically renew at the end of the applicable subscription period, unless you cancel your Paid Subscription before the end of the then-current subscription in your account settings. The cancellation will take effect the day after the last day of the current subscription period, and you will be downgraded to the Free Service. If you purchased your Paid Subscription through The Husk and you cancel your payment or Paid Subscription and/or terminate any of the Agreements before the end of the current subscription period, we will not refund any subscription fees already paid to us. When we process any refund, we will refund amounts using the method you used for payment.

18. Monetization

18.1 Each qualifying user will receive a percentage of the Company profits earned by The Husk. To qualify for monetization during any given month, a user must bring through their gates a minimum of 50 unique Spotify and/or Soundcloud users from the 1st to the last date of that month. These unique users must be gained through their collective gates, on a single account. Earnings from each month equal to or above USD $5.00 will be paid out on the 1st of the following month to the user’s pre-authorized paypal account. Earnings less than USD $5.00 will compound on the previous months earnings, until a balance of USD $5.00 or more has been hit, in which case it will be paid out to the user’s pre-authorized paypal account on the first of the following month. If no pre-authorized Pay-Pal email is provided, the user will not be eligible for monetization. The Husk reserves the right to revise and edit these qualifications and terms at any time, without notice to its users. 18.2 Payments will be delivered by Direct Business and Services PayPal transfer, and 18.3 All associated fees pertaining to transfers and payments through PayPal are not the responsibility of The Husk. 18.4 Each user’s monthly earnings will be calculated based on but not limited to the following: a) volume of qualifying traffic generated by the user, b) amount of qualifying users c) amount of monthly profits generated by The Husk.

19. Legacy Balance

19.1 The following terms apply to users with an outstanding balance or pending cashout who monetized with the The Husk prior to the launch date of the new Profit Share Model. 19.2 You must have USD $50.00 to be eligible for a cashout. If you are under USD $50.00 then you may transfer your earnings to Grow With Us. All transfers to Grow With Us will be doubled. 19.3 The Husk will payout all eligible balances in order they are received. 19.4 Payouts may be requested by using the pay out request form. 19.5 Users must be using The Husk exclusively at the time of payout request & when payment is sent. When The Husk goes to payout, and a user is not using The Husk exclusively, their payment will be invalid and ignored. If a user deletes their gates and/or changes to a new platform, their payment will be invalid & ignored. 19.6 If any users gate(s) are removed for copyright infringement, their payment will be invalid & ignored.

20. Third party rights

20.1 A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party. 20.2 The exercise of the parties' rights under a contract under these terms and conditions is not subject to the consent of any third party.

21. Entire agreement

21.1 Subject to Section 21.2, these terms and conditions[, together with [our privacy and cookies policy] shall constitute the entire agreement between you and us in relation to your use of our website and shall supersede all previous agreements between you and us in relation to your use of our website.

22. Law and jurisdiction

22.1 These terms and conditions shall be governed by and construed in accordance with Canadian Law. 22.2 Any disputes relating to these terms and conditions shall be subject to the exclusive jurisdiction of the courts of Ontario, Canada.

23. Our details

23.1 This website is owned and operated by AM Marketing Strategies. 23.2 We are registered in Canada, under registration number 250203502, and our registered office is at 3-35 Stone Church Road, Suite 213 L9K 1S5 23.3 You can contact us using our website contact form at www.thedrunkencoconut.com