If you do not agree to the terms and conditions of this Agreement, you should immediately cease all usage of the Site. We reserve the right, at any time, to modify, alter, or update the terms and conditions of this agreement without prior notice. Modifications shall become effective immediately upon being posted at the Site. Your continued use of the Site after amendments are posted constitutes an acknowledgement and acceptance of the Agreement and its modifications. Except as provided in this paragraph, this Agreement may not be amended.
1. Description of Service: Without limitation and subject to the terms below, the Service provided by GoKnack (the “Service”) is a platform for (1) allowing Users to upload user generated and/or user-owned Content to the GoKnack website, (2) providing a platform whereby users may browse other users’ Content and (3) providing a platform whereby users may indicate their approval of others’ Content by “Knack”ing the Content. “Content” may be any work posted by a User to the Site. This may be, but is not limited to, works of art or collections of works, music, videos, textual content, images, or other content.
2. How to Upload Your Content:
a. Free Upload: All users are given two free uploads upon the successful creation of a verified new user account. The number of free uploads granted upon sign-up may change from time to time. After the first two uploads, you may upload content for free only if you participate in the Service by Knacking other users’ content. The System will require a certain quantity of Knacking participation before granting an additional free upload permission. The participation required to obtain a free upload permission varies based on the content category you wish to upload Content. The participation required may change from time to time, and your continued use of the Site constitutes your agreement as to the same.
b. Paid Upload: After the free upload(s) given to you at a new account sign-up, you may upload Content without participating in the Knacking process if you purchase Chips. Chips may be redeemed for permission to post Content. The cost of the Chips and their redeemable value in terms of the extent of permission granted towards Content upload may also change from time to time, and your continued use of the Site constitutes an Agreement as to the same.
3. Knacking Content: While Content is posted on the Site, it is available for viewing and Knacking by other users. GoKnack suggests you Knack content that you like. You cannot Knack your own Content. All users may Knack Content posted by other Users.
a. Upload Permissions for Knacking Content: If you Knack content a certain number of times, the Service will reward you by granting you additional permission(s) to upload Content free. The number of Knacks required to obtain an upload permission varies based on a number of proprietary factors, including but not limited to, the type of content categories where you applied Knacks or seek to upload Content (some categories require more Knacks to upload than others), or the number of content in these categories. The number of times a User may Knack Content on the Site per unit of time may change from time to time, in which case such information shall be made known to User in a number of ways. For example, the system may physically restrict the User from Knacking more than a designated number of times per unit time.
b. No Warranties on Content Available for Knacking. It is not possible for GoKnack to verify information regarding Content posted by other users on the Site. GoKnack can make no representations or warranties as to the accuracy or reliability of any Content on the Site. User accepts full responsibility and risk for the Content he or she chooses to Knack.
4. Content Licensing:
a. License in Exchange for Possible Knack Reward. You retain ownership rights in your Content posted to the Site, however Content posted to the site is licensed to GoKnack. Consideration for this license is the agreement by GoKnack to pay a certain sum, greater than $0.01, for every Knack another user applies to your Content (the “License Payment”). The License Payment has at times been $0.85 for every Knack, but is not guaranteed to be $0.85. The License Payment may increase or decrease, and your continued use of the system (including the continued presence of your Content available for receiving Knacks) constitutes your agreement that the License Payment is subject to adjustment, so long as the License Payment is some positive value. The License Payment may also vary depending on the category or type of Content. In exchange for your opportunity to receive a License Payment, you grant to GoKnack a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Content in connection with the Service and GoKnack's (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels (the “IP License”). You also hereby grant each user of the Service a non-exclusive license to access your Content through the Service, and to use, reproduce, distribute, display and perform such Content as permitted through the functionality of the Service and under these Terms of Service (for instance, a license to view the Content for purposes of deciding whether to Knack that Content). The above licenses granted by you in Content you submit to the Service terminate within a commercially reasonable time after you remove or delete your Content from the Service. You understand and agree, however, that GoKnack may retain, but not display, distribute, or perform, server copies of your Content that has been removed or deleted. The above licenses granted by you in user comments you submit are perpetual and irrevocable.
b. License Payments. The License Payment is due within a reasonable time after you remove your Content from the Service. When you “remove” your Content, you are removing it from the Service’s platform, thereby rendering the Content unavailable for future Knacking. Once Content has been removed, it may not be re-uploaded for at least 3 months. To the extent required by law, you are responsible for reporting any License Payments to the appropriate taxing authorities.
c. License Termination. GoKnack’s IP License ends three (3) months after the date you remove your Content from the Services’ content categories. Keep in mind any Content sublicensed during this three month period may still be in effect and valid for the extent of those sublicense terms.
d. License Covers All Content Posted to the Site. You understand that some or all of your Content may never be Knacked, as there is no guarantee that another user will Knack your Content. Notwithstanding, all Content that is uploaded to the Site, regardless of the number of Knacks received, is subject to this license.
5. Intellectual Property
a. Ownership of Content Posted: You warrant you own rights to all Content and information you post on GoKnack. By submitting to GoKnack any Content, you warrant and represent that you own all rights, including but not limited to all U.S. copyright rights, in and to the Content.
b. Your Content Cannot Violate IP Laws. GoKnack does not permit copyright infringing activities and/or infringement of intellectual property rights on the Service. GoKnack reserves the right to remove Content without prior notice. You represent and warrant any Content you submit to the Service will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant GoKnack all of the license rights granted herein.You further agree that you will not submit to the Service any Content or other material that is contrary to the GoKnack Guidelines, which may be updated from time to time, or contrary to applicable local, national, and international laws and regulations.
c. Disclaimer. GoKnack does not endorse any Content submitted to the Service by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and GoKnack expressly disclaims any and all liability in connection with Content.
d. Disclaimer.IP Indemnity: To the extent that you do not own all rights in and to the Content or that GoKnack’s use of any of the Content as permitted under this Agreement infringes or otherwise violates the rights of any third party, you agree to indemnify, defend, and hold GoKnack harmless from any claims or demands, including attorneys’ fees and costs, incurred by GoKnack with respect thereto. The indemnity and defense provisions apply to all claims of infringement or violation of third party rights even if said claim(s) are never adjudicated as infringements.
e. Disclaimer.GoKnack IP: All Content on the Site which are not owned or posted by you is either owned or licensed by GoKnack and may not be reproduced or used in any manner without the express written permission of GoKnack and, if appropriate, the relevant artist or owner of the Content. Copyright © 2015 GoKnack, Inc. All rights reserved. “GOKNACK,” the GoKnack logo, “Knack,” “Creative Equity,” and other terms used on the GoKnack site are trademarks owned by GoKnack and may not be used without prior written permission of GoKnack.
f. Notification of Claimed Copyright Infringement: It is GoKnack’s policy to respond to notices of alleged copyright infringement that comply with applicable intellectual property law (including, in the United States, the Digital Millennium Copyright Act and the local implementations of the European E-Commerce Directive) and to terminate the accounts of repeat infringers. If you believe that any works on the Site infringe your copyright rights, please provide GoKnack’s copyright agent with information as required by Section 512(c) of the U.S. Copyright Act. GoKnack’s Copyright Agent for notice of claims of copyright infringement on its site can be reached as follows:
Shanti M. Hill, Esq.
Beusse Wolter Sanks & Maire PA
390 N. Orange Ave. St. Suite 2500
Orlando Florida 32801
As part of GoKnack's copyright policy, GoKnack will terminate user access to the Site if a user has been determined to be a repeat infringer. A repeat infringer is a user who has been notified of infringing (or possibly infringing) activity more than twice.
6. Special Terms Applicable to Musical Content
a. Ownership of Musical Recordings. When you upload your original music through the GoKnack Site, you are giving us your legally-binding word that you have all the necessary rights required for distribution (sale) and performance (streaming) of that Content, for both the sound recording and the underlying song. It is your responsibility to ensure that you have all necessary rights before uploading any track or album to the Site. You understand GoKnack is not responsible for copying of your music by others’ once it is uploaded to the Site.
b. Cover Songs
i. Cover Songs Not Permitted for Non US Users. If you reside outside the United States, you may not upload “cover songs” (recordings of other composers’ music). If you are an artist who resides outside of the U.S., the music that you upload to the Site must consist solely of your own, original compositions.
ii. US Based Cover Songs. If you record and would like to distribute your own version of someone else's previously-released music, you will need to apply for a mechanical license. A mechanical, or compulsory, license is granted to artists under the copyright laws of the United States and is needed to release a cover song on GoKnack. You can obtain a mechanical license through a publisher or artist agent. You can do this through the copyright agency Limelight, which specializes in clearing compulsory licenses like the one you will need in order to release your cover song. Note that a mechanical license is often granted to one media configuration, so if you have secured a mechanical license for the physical version of your media (i.e. a CD or LP version of your cover), you may also need to an additional mechanical license to release your cover song digitally. By uploading your cover song to GoKnack, you are agreeing that you have gotten all clearances before publishing the content to GoKnack.
c. No redistribution of copying of songs posted to the Site. You may not make sound recordings or distribute sound recordings of other users’ music posted to the Site.
7. Special terms Applicable to Video CONTENT
a. You understand that GoKnack does not guarantee any confidentiality with respect to any Content you submit.
b. You may not post videos of a sensitive, obscene, private, or offensive nature, nor may you post videos containing images of anyone for which you do not have consent.
c. The posting of video based Content to the site must not violate any rights of third parties, including the right to publicity. The general indemnity provisions of this Terms apply in the case of third party claims you have violated their rights by posting the video. Content may be removed by GoKnack at any time and in its sole discretion; notwithstanding any provision to the contrary, no license payment shall be made where GoKnack learns the Content has violated this terms of service.
8. Miscellaneous Provisions
a. Disclaimer of Warranties. YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, GOKNACK, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF. Some jurisdictions do not allow the exclusion of implied warranties; therefore, the above-referenced exclusion may be inapplicable. GOKNACK MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. GOKNACK DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND GOKNACK WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
b. Limitation of Liability. IN NO EVENT SHALL GOKNACK, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT GOKNACK SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
c. Indemnity. To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless GoKnack, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees and costs) arising from: (i) your use of and access to the Service; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Content caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the Service.
i. Refund, if provided, is only remedy. If any errors occur at any time related to the Content posted or unloaded to the Site, GoKnack will, at its option and solely as an accommodation to you, offer you either (a) a replacement of the Chips, Knacks, or other payment made by User to upload said Content to the site, or (b) issue a monetary refund of any amounts paid by User relative to the upload of the Content at issue. Monetary refunds do not apply for Content uploaded for free or using Knacks, and in that event, a replacement of the Knacks used to upload the Content at issue shall be User’s sole remedy. If GoKnack chooses to issue User a refund, the refund shall be your sole remedy.
d. Information for Customers. Unless otherwise stated, all prices on the Site are in U.S. Dollars. Customers (that is, purchasers of Virtual Items from the Site) are responsible for paying all fees and applicable taxes in a timely manner with a valid payment method. If a Customer’s payment method fails, GoKnack may collect fees owed using other collection mechanisms.
e. Governing Jurisdiction of the Courts of Florida & Venue. The site is operated and provided in the State of Florida. As such, we are subject to the laws of the State of Florida, and such laws will govern this Agreement, without giving effect to any choice of law rules. We make no representation that the Site or other services are appropriate, legal or available for use in other locations. Accordingly, if you choose to access the Site you agree to do so subject to the internal laws of the State of Florida. Venue shall be in the courts located in Orange County, Florida.
f. Compliance with Laws. The Service is controlled and offered by GoKnack from its facilities in the United States of America. GoKnack makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are responsible for compliance with local law. You assumes all knowledge of applicable law and is responsible for compliance with any such laws. User may not use the Site in any way that violates applicable state, federal, or international laws, regulations or other government requirements. You further agree not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation.
g. Equipment/Login. GoKnack is providing you with access to the GoKnack Site and network. Each User must provide (1) all equipment necessary for his or her own Internet connection and (2) provide for User’s access to the Internet, and (3) pay any fees related to such connection. You undertake to keep your login and password secret and that you are entirely responsible for their safekeeping, their use and any divulgation thereof. GoKnack shall not be held liable for any fraudulent use of ant login and/or password. If you lose your login and/or password, you may request GoKnack supply a temporary password, reset your password, or provide your login upon reasonable measures taken to ascertain your identity, such as the answering of a security question.
i. Software. If you download or use our software, such as a stand-alone software product, an app, or a browser plugin, you agree that from time to time, the software may download and install upgrades, updates and additional features from us in order to improve, enhance, and further develop the software.You will not modify, create derivative works of, decompile, or otherwise attempt to extract source code from us, unless you are expressly permitted to do so under an open source license, or we give you express written permission.
ii. Botnets. GoKnack retains the right, at our sole discretion, to terminate any accounts involved with botnets and related activities. If any hostnames are used as command and control points for botnets, GoKnack reserves the right to direct the involved hostnames to a honeypot, loopback address, logging facility, or any other destination at GoKnack’s discretion.
iii. Cookies. The installation of cookies in your computer enables to collect information relating to your navigation on our site (the pages you have consulted, the date and time of consultation, etc.) and this information can be read during future visits. This information is kept in your computer for the time during which you visit our site. These cookies do not enable us to identify you. You may refuse the installation of cookies by modifying the configuration of your navigator. However, you may not be able to access certain services of the Site if you chose not to accept cookies.
h. Severability and Assignability. If any provision of this Agreement shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent. These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by GoKnack without restriction. You agree that this Agreement and any other agreements referenced herein may also be assigned by GoKnack in its sole discretion, to a third party in the event of a merger or acquisition. This Agreement shall apply in addition to, and shall not be superseded by, any other written agreement between us in relation to your participation as a User. You agree that by accepting this Agreement, you are consenting to the use and disclosure of your personally identifiable information and other practices described in the GoKnack Privacy Statement. Neither GoKnack nor any of its partners may be held liable for any damage, direct or indirect, which may result from errors, omissions or delays in the transmission of said information.
i. Age Restrictions. You affirm that you are either more than 18 years of age, or an emancipated minor, or if you are not 18, you affirm you possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. In any case, you affirm that you are over the age of 13, as the Service is not intended for children under 13. If you are under 13 years of age, then please do not use the Service. Please talk to your parents about what sites may be appropriate for you.
j. Modifications and Interruption to Site. GoKnack reserves the right to modify or discontinue the Site with or without notice to the User. GoKnack shall not be liable to User or any third party should GoKnack exercise its right to modify or discontinue the Site. User acknowledges and accepts that GoKnack does not guarantee continuous, uninterrupted or secure access to the Site, and operation of the Site may be interfered with or adversely affected by numerous factors or circumstances outside of GoKnack’s control. You agree GoKnack shall not be liable for the non performance of the agreement concluded in the event of the perturbation, suspension and/or interruption of access to the Site due to the malfunction of telecommunication services. Access to the Site may be temporarily interrupted for maintenance purposes without GoKnack engaging any liability. GoKnack shall incur no liability for any indirect damage, operating losses, loss of profit, loss of opportunity, damages or costs arising in relation hereto.
k. International Users. The following provisions apply to users and non-users who interact with GoKnack outside the United States: You consent to having your personal data transferred to and processed in the United States. You will not use GoKnack if you are prohibited from receiving products, services, or software originating from the United States. If you are located in countries embargoed by the United States, or are on the U.S. Treasury Department's list of Specially Designated Nationals you will not engage in commercial activities on the Site or any affiliated GoKnack site or service.