Crate Gang - Terms of Service

Updated 9/24/2018

(Please retain a copy of this agreement for your records)

This Agreement is made between Crate Gang, LLC., a Pennsylvania State corporation and the business/licensee (herein referred to the Licensee• ) identified by Licensees digital assignation of Licensees acceptance of the terms and conditions herein, in consideration of the mutual promises and covenants contained in this agreement by the same terms and conditions as pertain to the goods (herein referred to as the PRODUCT• ) and services provided (he rein referred to as the Service):

  1. As required according to the terms set forth by our content providers, PRODUCT will, unless otherwise designated, be available only to end users located within the United States and its territories. Crate Gang, LLC grants to Licensee, by virtue of Crate Gang’s licenses and permissions granted by its editors for the Licensee to utilize the PRODUCT under the terms outlined and described herein and the terms dictated by the content providers. Crate Gang may at its option or as directed by the content providers, alter or modify the terms herein at any time and without the permission of the Licensee. Wherein Licensee shall be obligated to comply with any such alterations or modifications as directed by Crate Gang, LLC as directed.

  2. This agreement in no way signifies or grants ownership or principal control of the PRODUCT to the Licensee, as sole ownership and principal control at all times remains with the primary copyright holders of the assets which comprise the PRODUCT, however upon who's behalf and in who's interests Crate Gang at all times acts by directive of its licenses and permissions.

  3. Licensee may maintain the use of the PRODUCT supplied to the Licensee by Crate Gang and its agents as a library during the duration of this agreement for promotional purposes only. Crate Gang and its agents retain the right to recall the permissions of usage and/or retention of the PRODUCT by the Licensee of all PRODUCTS at the termination of this agreement or at any time thereafter and/or upon demand of the record companies/copyright holders.

  4. Recalling of products shall constitute a demand for the return of all physical PRODUCT (i.e. DVD's, CD's, data storage and/or any and all physical data storage platforms) and the destruction of all digital versions of the PRODUCT supplied to the Licensee by Crate Gang under the definitions of this agreement.

  5. Licensee agrees to immediately abide by the terms of such a demand and in the case of digital versions of the PRODUCT shall include the destruction of all digital versions of the PRODUCT. Licensee agrees to provide Crate Gang with a sworn avadavat declaring such compliance and the fulfillment of such destruction of the PRODUCT within five (5) days of notice from Crate Gang of such a demand.

  6. PRODUCTS include but are not limited to Crate Gang DVD discs, digital files, CD's, digital storage devises and any and all programs licensed by Crate Gang to the Licensee. This license is an application by the Licensee to exhibit the Product of the PRODUCT under United States Copyright Law ONLY AT THE LOCATION DESIGNATED LISTED BY THE LICENSEE. Violation of this agreement subjects the Licensee to penalties as set forth in Sections §101 and

    §104 (and others) of the US Copyright Code as well as any and all damages endured by Crate Gang as a result of Licensees violation of any of the terms outlined herein. PRODUCT may not be transferred nor utilized at alternative and/or multiple locations and/or utilized or transferred to multiple playback devices and/or digital storage devices without the express written permission of C.

  7. PRODUCT may not be altered in any manner by the Licensee. Licensee unconditionally agrees not to redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, license or otherwise transfer or use the Product. You are not granted any synchronization, commercial sale, resale, reproduction, web streaming or mobile device performance, or distribution rights for the Product. This PRODUCT is for the exclusive use of public performance as defined by United States Copyright Code definition. You acknowledge that the Product embodies the intellectual property of a third party and is protected by law. You may not, and you will not encourage, assist or authorize any other interest to, modify, reverse engineer, decompile or disassemble, or otherwise tamper with, the PRODUCT, whether in whole or in part, or create any derivative works from or of the PRODUCT.

  8. All PRODUCTS are for promotional use only. No admission charge will be levied for the sole purpose of viewing or listening to Crate Gang PRODUCTS. The Licensee is solely responsible for payments that may be required by all performing rights organizations, e.g. ASCAP, BMI, SESAC, etc. and is required to be licensed by such entities where applicable. The PRODUCTS at all times remain the property of Crate Gang, LLC and the respective record companies/copyright holders, whom Crate Gang represents with regards to the terms of this agreement.

  9. The PRODUCTS may not be re-sold or transferred to any third party. In the event of insolvency of the Licensee, or Licensee files a petition under any section of the US Bankruptcy Laws, or is adjudicated as bankrupt, or executed an assignment for the benefit of creditors or an involuntary petition in bankruptcy is filed against the Licensee, or a receiver or trustee is appointed for any of the Licensees or the venues' property, or if the Licensee voluntarily or by permission of law loses control of the property or venue, or any interest in the location then Crate Gang at its sole discretion ad option may terminate this agreement and all rights granted herein. This remedy shall be in addition to and without prejudice to any other rights or remedy provided by law to Crate Gang, LLC. The terms of this agreement are granted to the Licensee for a period of one (1) year and shall automatically renew for the same terms and conditions without further notice unless either party give notice my US mail or facsimile transmission of its intention to terminate at least thirty (30) days before the end of the initial term.

  10. Any violation of a portion of this agreement, whether in part or in whole, automatically terminates this agreement and all rights granted herein to the Licensee. original or digital version or facsimile of an executed copy of this agreement shall constitute a binding agreement to all of the terms herein.

  11. Downloading and Risk of Loss; Availability of PRODUCT. All sales of PRODUCT are final. Crate Gang does not accept returns of PRODUCT once Licensee has purchased PRODUCT. If Licensee is unable to complete a download, please contact Crate Gang customer service. Licensee bears all risk of loss after purchase and for any loss of PRODUCT Licensee has downloaded, including any loss due to a computer or hard drive crash. Crate Gang may remove PRODUCT from the Service without notice.

  12. Crate gang, LLC offers its services and access to the PRODUCT, solely at its exclusive discretion and to the Licensee on a recurring subscription only basis. Crate Gang may make certain services or PRODUCTS provided within their website on a single purchase or on a per asset basis as described else where in this agreement. All Licensees are required to pay Crate Gang a recurring Base Subscription fee in order to have continual access to crategang.com and its PRODUCT and services. Subscription terms are for one (1) month from the date of the Licensee's account activation, and Base Subscription fees are payable in advance, in one (1) month incriments of thirty dollars and zero cents ($30.00), which will be automatically withdrawn by Crate Gang, LLC on or about the monthly anniversary day of the initial sign up, and applicable towards the subsequent one (1) month term of service. Licensee without condition, prejudice or reservation agrees to these terms and wholly grants permission to Crate Gang, LLC to collect this subscription fee in the form of an automatic charge to Licensee's account and payable though the credit agency or debit account provider that the License has designated for this purpose. Licensee hereby declares and does subsequently notify their relative credit and debit services provider that such an automatic charge to their account is wholly validated by them for goods and services, rendered and received by Licensee, and Licensee permits these charges by Crate Gang without condition, prejudice or reservation. In the event of a failed credit card payment by the Licensee, any and all access granted to the Licensee by Crate Gangs features, PRODUCT and services will be discontinued until such time as the relative Base Subscription fee representing the relative one (1) month term, and/or any relative credit agency fees, and/or any un-paid balances for PRODUCT or services received by Licensee has been paid in full.

  13. Licensee may terminate this agreement prior to the full one (1) month term of service being fulfilled as described herein however ther are no refunds for partial terms or reimbursmenets for unused days in the one (1) month term. All payments will be made to Crate Gang, LLC. in advance of delivery of PRODUCT. This agreement will supersede any and all previous agreements. This agreement shall be automatically renewed by Crate Gang at the end of each subscription term, UNLESS THE SUBSCRIPTION IS CANCELLED BY THE LICENSEE THROUGH THEIR ACCOUNT SETTINGS OR BY EMAILING CRATE GANG DIRECTLY, and all relative charges shall be levied and accepted by Licensee for products and services rendered unless notice is given by Licensee one (1) month prior to the end of the subscription term. A Crate Gang Terms of Use & License Agreement has been completed and Licensee agrees unconditionally to abide by its terms and of the conditions of this agreement. Failure on Licensee's part to fulfill any portion of this agreement shall not nullify this agreement as a whole. This agreement shall be governed by the State of Pennsylvania and in the event it may be required, adjudicated in the State of Pennsylvania. Licensee agrees to all of the terms above and below without reservation, condition and waives right to counsel in this matter.

  14. CREDIT CARD PROVIDERS AND THEIR AGENTS MUST TAKE NOTICE AND ABIDE BY LICENSEE'S PERSONAL AND DIRECT INSTRUCTIONS HEREIN, WITHOUT ANY CONDITION THAT: Licensee hereby promises and agrees to pay all relative charges as they pertain to this agreement for all products, services and fees described herein. Once Crate Gangs PRODUCT has been received by Licensee, and/or Licensee's agents and/or Licensee's representatives, Licensee hereby irrevocably waives all rights of contest and/or charge reversal for any and all of the relative charges paid to Crate Gang on Licensee's behalf by Licensee's bank and/or credit provider, their agents and/or assigns and Licensee further hereby declares these charges to be true and valid for goods and services received by Licensee from Crate Gang and therefore the value thereof as described herein is immediately payable upon demand by Crate Gang, LLC without condition or reservation. Licensee fully understands these terms and those proceeding and agrees to them in full without reservation or prejudice. THIS DECLARATION FULLY AND UNCONDITIONALLY SUPERSEDES ANY AND ALL AGREEMENTS, DIRECTIVES OF LICENSEE AND TERMS IN EFFECT WITH LICENSEE'S CREDIT PROVIDER(S), BANK(S) AND/OR FINANCIAL INSTITUTION(S) AND/OR AGENTS THEREOF OR OTHERWISE IN EFFECT PRIOR TO THIS DATE OF ACCEPTANCE OF THIS AGREEMENT BY THE LICENSEE.

  15. Content copyright owners are intended third-party beneficiaries under this Terms of Use and may enforce the Terms of Use against Licensee and invoke all rights hereunder including limitations of liability.

  16. Mix Tapes/Mega Mixes/DJ Sets (mixes) are provided for personal educational or promotional uses only. Mixes are not to be used in a public or commercial environment. Any mixes uploaded by a member must have been created by that member.

  17. Crate Gang, LLC and/or its partners and assigns reserve the unonditional right to alter, modify and/or withdraw, revoke and/or add to any and all of the terms and definitions outlined herein at any time, and at Crate Gang's sole discretion and without prior notice.

  18. By virtue of Licensee's acceptance of these terms, as indicated by Licensee's declaration of acceptance and digital signature, Licensee and his/her agents agree to be wholly and separately bound by these terms without reservation, condition or prejudice. Licensee wholly warrants and represents that the information provided by Licensee is true and correct under penalty of perjury. Licensee agrees that any falsification or act of false witness as to the declarations and agreement to terms declared herein by Licensee is an act of criminal fraud as defined by US Federal and State law and will be prosecuted in accordance with such statutes and under such relative penalties.

  19. The licensee's electronic signature as provided in conjunction with licensee's designation of acceptance of these terms during the initial registration application provided to Crate Gang, LLC is deemed wholly and un-severably sufficient as a true declaration of licensee's full and complete acceptance of the terms and conditions outlined herein in their entirety without reservation, condition or prejudice.

  20. This agreement sets forth the entire understanding of both parties. The provisions of this agreement shall not be modified nor affected by any actual or alleged course of dealing, prior agreements, customs of usage of the parties, or the trade. No changes or modifications of any provision of this agreement shall be binding upon Crate Gang and/or its agents unless approved by Crate Gang in writing.

  21. This agreement is deemed made in the State of Pennsylvania, County of Erie and is subject to its laws and statutes and is effective on the date of registration of the Licensee. The individual signing this agreement warrants and represents that he/she has the express authority to enter into this agreement on behalf of the licensee's business name and associated partners and/or principals and that he/she has read and full understands the terms set forth herein and agrees to be severally and jointly bound by the terms set forth herein.

  22. No Warranties

    CRATE GANG PROVIDES THE SERVICE "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE." YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CRATE GANG MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICE OR THE INFORMATION, CONTENT, OR MATERIALS INCLUDED ON THE SERVICE AND DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (1) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (2) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (3) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. CRATE GANG DOES NOT WARRANT THAT THE SERVICE, ITS SERVERS OR E-MAILS SENT ARE ERROR-FREE, WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME, OR ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

  23. Limitation of Liability

    IN NO EVENT WILL CRATE GANG BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THESE TERMS OR YOUR USE OF THE SERVICE, EVEN IF CRATE GANG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) NEGLIGENCE, OR (4) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SECTIONS, YOU ACKNOWLEDGE AND AGREE THAT CRATE GANG IS NOT RESPONSIBLE OR LIABLE FOR (1) ANY CONTENT; (2) ANY THIRD PARTY CONDUCT, TRANSMISSIONS OR DATA; (3) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS TO OR USE OF THE SERVICE; (4) ANY INCOMPATIBILITY BETWEEN THE SERVICE, SERVICES, SOFTWARE AND HARDWARE; OR (5) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE SERVICE. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THESE TERMS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.