Terms of Service

PLEASE READ THIS SUBSCRIBER AGREEMENT (THE "AGREEMENT") CAREFULLY BEFORE USING THE SERVICES. BY USING THE WEBSITE HTTP://CHOMPIN.COM (THE "SITE") OR CHOMPIN (THE "APPLICATION") YOU SIGNIFY YOUR ASSENT TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU DO NOT HAVE ANY RIGHT TO USE THE SERVICES. CHOMPIN'S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY CHOMPIN, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

The purpose of the Application and Site, owned and operated by Chompin LLC., a Delaware LLC, is to compile new music tracks from editorially curated blogs. Chompin tracks MP3 blogs and add links to tracks featured by those blogs so that users can discover new artists and music, preview tracks, and link to merchant sites to buy music they like (the "Services"). The Site is accessed by you ("User" or "you") under the following terms and conditions:

1. ACCESS TO THE SERVICES. Subject to the terms and conditions of this Agreement, Chompin may offer to provide the Services, as described more fully on the Site, and which are selected by you, solely for your own use, and not for the use or benefit of any third party. Services shall include, but not be limited to, any services Chompin performs for you, as well as the offering of any materials displayed or performed in the Application (including, but not limited to audio clips, video clips, text, graphics, photographs, images, and illustrations, also known as the "Content"). Chompin may change, suspend or discontinue the Services for any reason, at any time, including the availability of any feature or Content. Chompin may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. Chompin reserves the right, at its discretion, to modify this Subscriber Agreement or the price or charge for any Service or Content at any time by posting a notice on the Site, or by sending you a notice via e-mail or postal mail. You shall be responsible for reviewing and becoming familiar with any such modifications. Your use of the Services following such notification constitutes your acceptance of the terms and conditions of this Subscriber Agreement as modified.

You certify to Chompin that if you are an individual (i.e., not a corporation) you are at least 18 years of age. You also certify that you are legally permitted to use the Services and access the Application and/or Site, and take full responsibility for the selection and use of the Services and access of the Application and/or Site. This Agreement is void where prohibited by law, and the right to access the Application and/or Site is revoked in such jurisdictions.

Chompin will use reasonable efforts to ensure that the Application, Site and Services are available twenty-four hours a day, seven days a week. However, there will be occasions when the Application, Site and/or Services will be interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment. Every reasonable step will be taken by Chompin to minimize such disruption where it is within Chompin's reasonable control. YOU AGREE THAT NEITHER CHOMPIN NOR THE SITE WILL BE LIABLE IN ANY EVENT TO YOU OR ANY OTHER PARTY FOR ANY SUSPENSION, MODIFICATION, DISCONTINUANCE OR LACK OF AVAILABILITY OF THE APPLICATION, SITE, THE SERVICES, YOUR ACCOUNT OR OTHER CONTENT.

You shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access the Application, Site or otherwise use the Services, including, without limitation, modems, hardware, software, and long distance or local telephone service. You shall be responsible for ensuring that such equipment or ancillary services are compatible with the Services.

APPLICATION CONTENT. Subscriber may preview audio Content and other items displayed on in the Application for personal use only. Subscriber shall not transfer or store audio Content from the Application outside of expected Application behavior. Subscriber may purchase audio Content available in the Application by using the merchant links that appear next to most tracks. Copying, downloading or storing of any Content is expressly prohibited without prior written permission from Chompin, or from the copyright holder identified in such Content's copyright notice.

The Application and Site are protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. You may not modify, publish, transmit, participate in the transfer or sale of (except as provided in this Section of the Subscriber Agreement), reproduce, create derivative works based on, distribute, display, or in any way exploit, any of the Content, software, materials, or Services in whole or in part. You shall abide by all copyright notices, information, and restrictions contained in any Content accessed through the Services.

RESTRICTIONS. You are responsible for all of your activity in connection with the Services and accessing the Site/Application. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any Chompin user. You shall not use any part of the Application, Site or Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store material that is deemed threatening or obscene, or engage in any kind of illegal activity. You will not run Maillist, Listserv, any form of auto-responder, or "spam" on the Site, or any processes that run or are activated while you are not logged in. WARRANTY DISCLAIMER. Chompin has no special relationship with or fiduciary duty to you. You acknowledge that Chompin has no control over, and no duty to take any action regarding: which users gain access to the Application or Site; what Content you access via the Application or Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Chompin from all liability for your having acquired or not acquired Content through the Application and Site. The Application and Site may contain, or direct you to sites containing, information that some people may find offensive or inappropriate. Chompin makes no representations concerning any content contained in or accessed through the Application or Site, and Chompin will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Application or Site. THE SERVICES, CONTENT, SITE AND ANY SOFTWARE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT ALLOWED BY LAW, CHOMPIN DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, RELIABILITY, AVAILABILITY, COMPLETENESS, LEGALITY OR OPERABILITY OF THE MATERIAL OR SERVICES PROVIDED ON THIS SITE OR IN THE APPLICATION. BY USING THIS SITE OR APPLICATION, YOU ACKNOWLEDGE THAT CHOMPIN IS NOT RESPONSIBLE OR LIABLE FOR ANY HARM RESULTING FROM (1) USE OF THE SITE OR APPLICATION; (2) DOWNLOADING CONTENT CONTAINED ON THE SITE OR APPLICATION; (3) UNAUTHORIZED DISCLOSURE OF IMAGES, INFORMATION OR DATA THAT RESULTS FROM THE UPLOAD, DOWNLOAD OR STORAGE OF CONTENT POSTED ON THE SITE OR APPLICATION; (4) THE TEMPORARY OR PERMANENT INABILITY TO ACCESS OR RETRIEVE ANY CONTENT FROM THE SITE/APPLICATION, INCLUDING, WITHOUT LIMITATION, HARM CAUSED BY VIRUSES, WORMS, TROJAN HORSES, OR ANY SIMILAR CONTAMINATION OR DESTRUCTIVE PROGRAM; (5) CONTENT POSTED IN ANY COMMUNITY AREA OF THE SITE/APPLICATION; AND (6) UNAUTHORIZED DISCLOSURE OF INFORMATION, IMAGES OR OTHER CONTENT THAT RESULTS FROM THE UPLOAD, DOWNLOAD OR STORAGE OF CONTENT.

THIRD PARTY WEBSITES. Users of the Application may gain access from the Application to third party sites on the Internet through hypertext or other computer links in the Application. Third party sites are not within the supervision or control of Chompin or the Application. Unless explicitly otherwise provided, neither Chompin nor the Application makes any representation or warranty whatsoever about any third party site that is linked to the Application/Site, or endorse the products or services offered on such site. Chompin and the Application/Site disclaim: (a) all responsibility and liability for content on third party websites and (b) any representations or warranties as to (i) the security of any information (including, without limitation, credit card and other personal information) you might be requested to give any third party, and (ii) the functionality of third party sites if you export Content or other information onto them. You hereby irrevocably waive any claim against the Application/Site or Chompin with respect to such sites and third party content.

SECURITY. As a condition to using certain Services, you may be required to login with Twitter and select and or other services. You shall provide Chompin with accurate, complete, and updated information.

You hereby irrevocably authorize Chompin to disclose your personally identifiable information at the request of any state or federal agency or in response to any judicial process (including, without limitation, a subpoena).

INDEMNITY. You will indemnify and hold Chompin, its parents, subsidiaries, affiliates, officers and employees, harmless, including costs and attorneys' fees, from (i) any claim or demand made by any third party due to or arising out of your access to the Application, Site, use of the Services, your violation of this Agreement, or your infringement, or the infringement by any third party using your account, of any intellectual property or other right of any person or entity. LIMITATION OF LIABILITY. IN NO EVENT SHALL CHOMPIN BE LIABLE WITH RESPECT TO THE APPLICATION, SITE OR THE SERVICES FOR (A) ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (B) DAMAGES FOR LOSS OF USE, PROFITS, DATA, IMAGES, CONTENT OR OTHER INTANGIBLES; (C) DAMAGES FOR UNAUTHORIZED USE, NON-PERFORMANCE OF THE SITE, ERRORS OR OMISSIONS; OR (D) DAMAGES RELATED TO DOWNLOADING, TRANSMITTING, DISTRIBUTING, PERFORMING OR DISPLAYING CONTENT. CHOMPIN'S, THE APPLICATION'S AND THE SITE'S COLLECTIVE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THREE HUNDRED UNITED STATES DOLLARS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

FEES AND PAYMENT. Some of the Services may require payment of fees. You shall pay all applicable fees, as described on the Site in connection with such Services you select. Chompin reserves the right to change its pricing and to institute new charges at any time, upon ten (10) days prior notice, which may be sent by e-mail or posted on the Site. TERMINATION. Either party may terminate the Services at any time by notifying the other party by any means. Chompin may also terminate or suspend any and all Services and access to the Site immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Any fees paid hereunder are non-refundable. Upon termination of your account, your right to use the Services, access the Site and any Content will immediately cease. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

PRIVACY. Please review our Privacy Policy, which governs the use of personal information on the Site and to which you agree to be bound as a user of the Site. Privacy Policy is currently under draft and will be published shortly.

MISCELLANEOUS. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Chompin shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Chompin's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sub-licensable by you except with Chompin's prior written consent. Chompin may transfer, assign or delegate this Agreement and its rights and obligations without consent. This Agreement shall be governed by and construed in accordance with the laws of the State of Deleware without regard to the conflict of laws provisions thereof. Both parties agree that this Agreement (including the Privacy Policy) is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Chompin in any respect whatsoever. Any notice to the Application or Site that is required or permitted by this Agreement shall be in writing and shall be deemed effective upon receipt, when sent by confirmed e-mail to info@chompin.com or when delivered in person by nationally recognized overnight courier or mailed by first class, registered or certified mail, postage prepaid, to Chompin LLC, 42 Sentry Lane, Newark, DE 19711, Attn: Legal Dept.

Chompin has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act (http://lcweb.loc.gov/copyright/legislation/dmca.pdf). The address of Chompin's Designated Agent to Receive Notification of Claimed Infringement ("Designated Agent") is listed at the end of this policy. It is Chompin's policy to (1) block access to or remove Content that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue service to repeat offenders. If you believe that Content residing on or accessible through Chompin's Application, Site or Service infringes a copyright, please send a notice of copyright infringement by regular mail (not e-mail) to Chompin LLC, Attn: Copyright Agent, 42 Sentry Lane, Newark, DE 19711, containing the following information:

A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;

Identification of works or materials being infringed; Identification of the Content that is claimed to be infringing including information regarding the location of the Content that the copyright owner seeks to have removed, with sufficient detail so that Chompin is capable of finding and verifying its existence;

Contact information about the notifier including address, telephone number and, if available, e-mail address; A statement that the notifier has a good faith belief that the Content is not authorized by the copyright owner, its agent, or the law;

A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

Once proper infringement notification is received by the Designated Agent, it is Chompin's policy to remove or disable access to the infringing Content and to notify the Content provider or user that it has removed or disabled access to the Content; that repeat offenders will have the infringing Content removed from the Service and that Chompin will terminate such content provider's or user's access to the Application, Site and the Service.

Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.

The process for counter-notifications is governed by Section 512(g) of the Digital Millennium Copyright Act: http://www.copyright.gov/legislation/dmca.pdf

To file a counter notification with Chompin, the user must provide the following items to us in writing:

The specific URLs of material that Chompin has removed or to which Chompin has disabled access. User's name, address, telephone number, and email address.

A statement that the user consents to the jurisdiction of Federal District Court for the judicial district in which your address is located (or New Castle County, Deleware if your address is outside of the United States), and that User will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person. The following statement: "I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled." User's signature.

Send the written communication to the following address:
Chompin LLC
42 Sentry Lane
Newark, DE 19711
Attn: DMCA Counter-Notification
Email: abuse@chompin.com

After we receive the user's counter-notification, we will forward it to the party who submitted the original claim of copyright infringement. Please note that when we forward the counter-notification, it includes the user's personal information. By submitting a counter-notification, the user consents to having his or her information revealed in this way. We will not forward the counter-notification to any party other than the original claimant.

After we send out the counter-notification, the claimant must notify us within ten (10) days that he or she has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the material on Chompin. If we receive such notification we will not display, distribute or otherwise exploit the material. If we do not receive such notification, we may elect to do so.