ChartCipher Terms of Use

Welcome to the ChartCipher platform, located at www.chartcipher.com and its related subdomain, editorial.chartcipher.com. The ChartCipher platform is a song analytics web portal providing deep analysis of lyrics, music, and sonic characteristics of certain songs, (“ChartCipher”). The ChartCipher platform and the related products and services (the “Products” and “Services”) are available to subscribers only. By way of background, ChartCipher is jointly owned and operated by MyPart Ltd. and HSD Media Group LLC (each a “Provider”, and jointly, the “Providers”, “we” and “us”).

The following terms and conditions (“Terms”) govern our provision of Services and Products to you in connection with ChartCipher, or your access and use of ChartCipher.  In case of discrepancy between these Terms and your Subscription and Service Agreement, or any other individually negotiated agreement with the Providers, the terms of the individually negotiated agreement shall govern.

By accessing, viewing, or using the content, material, products, or services available on or through ChartCipher, including without limitation, products or services that are accessible subject to registration or subscription, you indicate that you have read and understand these Terms, that you agree to them and intend to be legally bound by them. If you do not agree to these Terms, or if you are under 13 years of age, you are not granted permission to use this Site and must exit immediately.

We reserve the right at any time to modify, alter, or update these Terms. Your use of ChartCipher following any changes means that you agree to follow and be bound by the Terms as changed. Any change to these Terms shall be effective as to any visitor who has visited ChartCipher before the change was made. It is the obligation of users visiting ChartCipher before the change to learn of changes to the Terms since their last visit.

1. Registration

In order to access certain portions of ChartCipher’s website and platform, (e.g., e-mail, newsletters, competitions, forums, content downloads, promotions, etc.), you may be asked to register and create an account. Additionally, certain contents and services of ChartCipher and other Products and Services that we offer through ChartCipher may only be accessed through purchase or paid subscription, in addition to registration. In some instances, special terms, and end user license agreements apply to some services, products, software, competitions, or promotions offered via ChartCipher. Such terms will be posted in connection with the applicable service, product, software, competition, or promotion and are in addition to these Terms. In the event of a conflict, the additional terms prevail over these Terms.

By registering an account on ChartCipher, you represent that you have all necessary authority to enter into these Terms and that the execution of these Terms and the provision of the Products and Services to you, will not conflict with any legal, regulatory or contractual obligations of yours. Specifically, you represent that you are 18 years of age or older or that you are 13 years of age or older and that you have the permission of a legal guardian to access and use ChartCipher. As part of the registration process, you may be asked to select a username and password. You will also be required to provide us with certain information about yourself including some types of personally identifying information, such as your email and your address. You agree that any information that you provide to ChartCipher shall be true and accurate and current, and you are responsible for updating such information to keep it true, accurate, and current. You are fully responsible for all activities on your account, including use of the account by any third party, and maintaining the confidentiality of your password.

You may terminate your account by submitting a termination request to us. We reserve the right to restrict, suspend, deny or terminate access to all or part of ChartCipher and to deny access to any person, in our sole discretion, without notice or liability of any kind. Any violation of these Terms may be referred to law enforcement authorities.

Any personal information that you provide to us through ChartCipher is subject to our Privacy Statement, which is hereby incorporated into these Terms by reference as if set forth fully herein.

2. Billing and Payment

All subscription fees will be billed at the beginning of the paying portion of your subscription and each subscription period thereafter (as specified at the time of purchase), unless and until you cancel your subscription. By becoming a paying subscriber to ChartCipher, you accept responsibility for all recurring charges prior to cancellation.  You authorize us to charge your selected payment method for all amounts for your subscription. We may also periodically charge your card in anticipation of membership or related charges. Your subscription will be automatically extended for successive subscription periods and you will be billed at the then-current subscription rate. Your subscription will continue, and automatically renew, until cancelled by you. To cancel your subscription at any time, you must logon to your account, or, alternatively, you may email us and we will do it for you. If you cancel your subscription before the end of the applicable subscription period, you will not receive a refund of the fee paid for that period. Furthermore, if you do not cancel prior to the first day of the renewal period, you will be charged and fully responsible for the entirety of that subscription period’s fees. If you cancel, you may use your subscription only until the end of your then-current subscription term. For the avoidance of doubt, upon the cancellation or termination of your subscription, you will no longer have access to the information and materials made available to you during your subscription period, including any reports or other ChartCipher Materials made available only to subscribers.

You represent and warrant that: (i) any credit information you supply is true, accurate, and complete; (ii) charges incurred by you will be honored by your bank or credit card company; (iii) you will pay the charges incurred by you at the posted prices, including any applicable taxes; and (iv) if your initial payment method is dishonored, you will still pay the charges incurred, including any surcharge we may incur due to such dishonored payment. You are solely responsible for all fees charged to your credit card by the issuer, bank, or financial institution, including membership, overdraft, insufficient funds, and over the credit limit fees. You agree to notify us about any billing problems or discrepancies within ninety days after they first appear on your statement. If you do not bring them to our attention within ninety days, you agree that you waive your right to dispute such problems or discrepancies. If you want to use a different payment method, or if there is a change to your current payment method (such as your credit card validity or expiration date), you must edit your payment method information associated with your account. If your payment method reaches its expiration date and you do not edit your payment method information accordingly or cancel your account, you authorize us to continue billing that payment method and you remain responsible for any uncollected amounts. Upon subscription renewal, if the Providers have not received payment within fourteen (14) days of the renewal date, any Provider may disable your passwords, accounts, and access to the ChartCipher platform, Products and Services until fully paid.

We reserve the right to modify, alter, or update our subscription packages and pricing at any time. We will attempt to notify you of any changes (through email or a posting on ChartCipher) prior to charging you for the revised packages or pricing, but you will remain responsible for all such (in any event) for any amounts billed to your account, even if you fail to see our notices.

3. ChartCipher Materials

We own, operate, license, control, and provide access to ChartCipher. All past, present, and future information, materials, applications, software, platform, Products, Services and other contents of ChartCipher (the “ChartCipher Materials”) are our property, unless otherwise noted and are protected by applicable intellectual property and other laws.

We have all right, title and interest in the ChartCipher Materials, including all enhancements, improvements and modifications to the ChartCipher Materials, including without limitation any modifications, enhancements and customizations made for Client, and all intellectual property rights in all of the foregoing do and shall vest exclusively with us. If you provide us with any feedback regarding the Providers Property, we may use all such feedback without any restriction. 

All trademarks, logos, service marks, trade names, and trade dress included within ChartCipher Materials are also our property, unless otherwise noted and are protected by applicable intellectual property and other laws. Except as expressly set forth in these Terms or in an individual agreement with you or otherwise expressly granted to you in writing by use, no rights (either by implication, estoppel, or otherwise) in or to any of ChartCipher Materials are granted to you. The use, copying, sale, leasing, renting, lending, distribution, modification, downloading, creating of derivative works, posting or publication by you, directly or indirectly, of any of ChartCipher Materials, or any other use of such content, except pursuant to the express limited grant of rights hereunder, is strictly prohibited.

Subject to your compliance with these Terms, including with the terms and conditions of your subscription, we grant you a limited, personal, non-exclusive, non-commercial, revocable, non-assignable and non-transferable license to use ChartCipher Materials for your personal, non-commercial home or archival use only, provided that except as set forth expressly herein , you shall not, and shall not permit any third party, to (a) use the ChartCipher Materials to provide services to any third party, (b) reverse engineer or attempt to find the underlying code of the ChartCipher Materials, (c) modify the ChartCipher Materials in any way, (d) circumvent any security or access control features of the ChartCipher Materials, (e) sublicense your rights hereunder or provide any third party with access to the ChartCipher Materials, (f) rent, lease, modify, copy, loan, transfer, distribute or create derivative works of the ChartCipher Materials or (f) use the ChartCipher Materials in a manner that violates applicable law; or (g) use the ChartCipher Materials for purposes other than those expressly permitted herein. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, you shall inform ChartCipher in writing in each instance prior to engaging in the applicable activity. You shall use the ChartCipher Materials only in accordance with applicable law (including any law concerning the collection, use and storage of Personal Data) and shall have all responsibility and liability for any use of the ChartCipher Materials in violation of applicable law. You are not entitled to any source code or executables in respect of ChartCipher. No licenses or rights are granted herein by estoppel or by implication.

We reserve the right to immediately remove, modify, consolidate, or otherwise revise any ChartCipher Materials (including any of our reports or other publications) at any time for any reason or for no reason, including by revising the content and format of any reports, documents, or other materials made available through ChartCipher. We reserve the right to modify paid Services and Products at any time in our sole discretion subject to written notification to Customer of such modification. In addition, all publishing schedules and timelines posted to ChartCipher are estimates only and we reserve the right to modify those schedules, at any time and in any way. From time to time you will receive bug fixes and updates to the ChartCipher during the term of these Terms and subject to the terms and conditions of these Terms.

4. User Uploaded Information

ChartCipher may allow you to upload or submit information, software, text, images, audio, video, and other materials to, through or on ChartCipher (“User Uploaded Information”). For example, ChartCipher may offer custom benchmark reports, forums, bulletin boards, wikis, chat rooms, blogs, or other interactive areas. We do not endorse any User Uploaded Information that may be publicly visible and your use of any User Uploaded Information is at your own risk. We reserve the right, to delete, move, or edit User Uploaded Information, in whole or in part, for any reason in our sole discretion. We undertake no obligation to pre-screen User Uploaded Information, but may, in our sole discretion, monitor, modify, transmit over various networks, refuse, limit, move, block access to, or remove any User Uploaded Information. You agree not to accept payment for User Uploaded Information from any third party, including accepting payment for the inclusion of a logo, brand advertising or other commercial content, in any User Uploaded Information.

You are solely responsible for all User Uploaded Information that you make available via any of ChartCipher. Under no circumstances will we be liable to you in any way for any User Uploaded Information, including any errors or omissions in User Uploaded Information, or for any loss or damage of any kind incurred as a result of User Uploaded Information.

You will not upload, post, e-mail, transmit, display, copy, distribute, promote, or otherwise communicate to the public through ChartCipher, in the User Uploaded Information or otherwise:

• any material that is false, unlawful, threatening, tortious, disparaging, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, racist, sexually explicit, ethnically or culturally offensive, indecent, harassing, or that promotes violence, racial hatred, terrorism, or illegal acts, or anything that in our sole- discretion is otherwise objectionable;
• information, software, content or other material that violates, plagiarizes, misappropriates or infringes the rights of third parties, including copyrights, trademarks, patents, trade secrets, rights of privacy or publicity, confidential information, and any other proprietary rights;
• material of any kind that restricts or inhibits any other user’s uninhibited use and enjoyment of ChartCipher or interferes with, overburdens, impairs or disrupts the Site, including material that contains a virus, Trojan horse, time bomb, worm, spyware, adware, malware, bot, any automated system, such as scripts, or any other harmful component; or
• any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, requests for money, petitions for signature, or  any other form of solicitation.

When you upload User Uploaded Information via the Websites, you grant us and our affiliates, without any credit or compensation to you, a royalty-free, non-exclusive, worldwide, perpetual, unrestricted, irrevocable, and fully transferable, assignable and sub-licensable license to use, modify, display, copy, reproduce, disclose, sell, translate, create derivative works of, distribute, and export any User Uploaded Information, in whole or in part, or to incorporate it in other works in any form, media, software or technology of any kind for any purposes whatsoever. We reserve the right to immediately remove, modify, consolidate, or otherwise revise any User Uploaded Information for any reason or for no reason.

5. Unauthorized Activities

ChartCipher is provided for lawful purposes only. You agree and warrant that, in connection with your use of ChartCipher, you will not:

• alter any trademark, copyright and other proprietary or legal notices contained in ChartCipher Materials;

• manipulate ChartCipher in any way not intended and directed by us
• copy or seek to copy or “rip” any audio or audiovisual content from ChartCipher
• exploit any part of ChartCipher for commercial gain or undertake any commercial activity utilizing ChartCipher Materials, without the prior written consent of the Providers, including, for example, inserting your own or a third party’s advertising, branding, or promotional content into any of ChartCipher Materials
• use or attempt to use another person’s information, account, password, service or system except as expressly permitted; or
• impersonate another person or entity; or
• engage in any conduct that, in our sole discretion, restricts the ability of any other person to enjoy the use of ChartCipher; or
• solicit or collect personal data including telephone numbers, addresses, last names, email addresses, or any other kind of information about users.

Without limiting anything else herein, if we discover concurrent access to ChartCipher or ChartCipher Materials through your account, we may, in our sole discretion, suspend or terminate your account and your ability to use ChartCipher. You may use ChartCipher and ChartCipher Materials solely for your personal use in a manner consistent with these Terms, and such rights may not be transferred or assigned to any other person or entity. Any other use of ChartCipher or ChartCipher Materials without our prior written permission of is strictly prohibited. You acknowledge and agree that the unauthorized use of ChartCipher or ChartCipher Materials could cause irreparable harm to us and that, in the event of such unauthorized use, we will be entitled to an injunction in addition to any other remedies available at law or in equity.

6. Third Party Content and Linked Sites

The ChartCipher website is available for informational purposes. ChartCipher may contain links to other websites for the convenience of users in locating information, products, or services that may be of interest. We are not responsible for the content of those sites, do not endorse those sites, and makes no representations whatsoever concerning the content or accuracy of such other sites. Your use of any third party’s website is at your own risk, and subject to the terms and conditions of such other websites. We do not endorse any product or service provided on a third-party website or advertised or provided on ChartCipher.

7. Disclaimers

The information on this Site is for informational purposes only. Without limiting anything else in these Terms or otherwise, we are not responsible for any errors or omissions in ChartCipher or ChartCipher Materials. You agree that you must evaluate and bear all risks associated with the use of ChartCipher Materials or User Uploaded Information and that you may not rely on such ChartCipher Materials or User Uploaded Information.

CHARTCIPHER, CHARTCIPHER MATERIALS, USER UPLOADED INFORMATION, SERVICES, PRODUCTS, AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH CHARTCIPHER ARE MADE AVAILABLE “AS IS” AND “WITH ALL FAULTS.” USE OF CHARTCIPHER IS ENTIRELY AT YOUR OWN RISK. NEITHER WE, NOR OUR LICENSORS, MAKE ANY REPRESENTATIONS OR WARRANTIES, AND WE HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WITH RESPECT TO CHARTCIPHER, THE USER UPLOADED INFORMATION, CHARTCIPHER MATERIALS, SERVICES, PRODUCTS, DATA AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH CHARTCIPHER, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMLINESS, SUTABILITY, SYSTEMS INTEGRATION, NON-INTERFERENCE, QUALITY, TITLE, AND NON-INFRINGEMENT. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, COMPLETENESS AND EFFORT WITH REGARD TO ANY USER UPLOADED INFORMATION, CHARTCIPHER, CHARTCIPHER MATERIALS, SERVICES, PRODUCTS, DATA AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH CHARTCIPHER, IS WITH YOU. NOTWITHSTANDING THE ABOVE, THE PROVIDERS' TOTAL AGGREGATE LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, WHETHER ANY CLAIM FOR RECOVERY IS BASED IN CONTRACT, TORT, BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL NOT EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID TO THE PROVIDERS IN THE TWELVE MONTHS PRECEDING EVENTS GIVING RISE TO THE APPLICABLE CLAIM.

8. Limitation of Liability

NEITHER WE, NOR OUR LICENSORS, SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, EXTRA-CONTRACTUAL, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING LOST REVENUES OR LOST PROFITS, WHICH MAY OR DOES RESULT FROM THE USE OF, ACCESS TO, OR INABILITY TO USE CHARTCIPHER, INCLUDING UNAUTHORIZED USE BY A THIRD PARTY THE USER UPLOADED INFORMATION, CHARTCIPHER MATERIALS, SERVICES, PRODUCTS, DATA AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH CHARTCIPHER, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT EITHER PARTY HAD BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES, AND EVEN IF THE REMEDIES OTHERWISE AVAILABLE FAIL OF THEIR ESSENTIAL PURPOSE. UNDER NO CIRCUMSTANCES WILL OUR TOTAL LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH, BASED UPON, OR ARISING FROM CHARTCIPHER, USER UPLOADED INFORMATION, CHARTCIPHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH CHARTCIPHER, OR THE SERVICES, PRODUCTS, DATA OR OTHER MATERIALS OFFERED IN CONNECTION THEREWITH EXCEED THE PRICE PAID BY YOU DURING THE PRECEDING YEAR FOR USE OF CHARTCIPHER AND THE SERVICES AND PRODUCTS. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN OUR TOTAL LIABILITY SHALL NOT EXCEED TEN DOLLARS. If you are dissatisfied with ChartCipher or with any of these Terms, or feel we have breached these Terms, your sole and exclusive remedy is to discontinue using ChartCipher.

9. Indemnification

You shall indemnify each of the Providers,  and our directors, officers, employees, agents, contractors, and licensors (“Providers Indemnitees”) against all claims, actions, suits, and other proceedings (“Claims”) arising out of or incurred in connection with (i) any breach by you of these Terms, (ii) your use of ChartCipher, the User Uploaded Information, ChartCipher Materials or any services, product, or data obtained through ChartCipher, or (iii) your fraud, violation of law, negligence, willful misconduct; except to the extent attributable to us. You shall indemnify and hold the Providers Indemnitees harmless from and against all judgments, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and attorneys’ disbursements) arising out of or incurred in connection with such Claims. You may not settle any Claim without our prior written consent. We may assume the defense of any Claim, at your sole cost and expense, and you shall cooperate in all reasonable respects in such defense. You shall have the right to employ separate counsel in any Claim and to participate in the defense thereof. If we do not notify you that we elect to undertake the defense thereof, you shall have the right to defend the Claim with counsel reasonably acceptable to us, subject to our right to assume, at our sole cost and expense, the defense of any Claim at any time prior to the settlement or final determination thereof.

10. Internet Security

We use reasonable efforts to ensure that ChartCipher is generally available. However, there will be occasions when access to ChartCipher will be interrupted or unavailable. We will use reasonable efforts to minimize such disruption where it is within its reasonable control. You agree that we shall not be liable to you for any modification, suspension or discontinuance of ChartCipher, Services, Products and ChartCipher Materials. You understand that the technical processing and transmission of any Site content may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Please be advised that we do not guarantee that any information sent from our Site will be secure during transmission, nor can we guarantee the confidentiality of any communication or material transmitted to us via ChartCipher or the Internet, including, for example, personal information such as your name or address.

11. Copyright Complaints

If you believe that any content or postings on this Site violates your intellectual property or other rights, please notify us, by email to customerservice@chartcipher.com, a comprehensive detailed message setting forth the following information: (a) your name and the name of your company, if any; (b) your contact information, including your email address; (c) the nature and substance of your complaint, the specific rights at issue, and your basis for making the complaint, including the content or posting that is objectionable; and (d) the following statement: “The statements, representations, and assertions made in this message are true, complete, and accurate and I have the full legal authority to make each and every such statement, representation, and assertion and to make and be granted any demand made in this message.”

12. Governing Law and Jurisdiction

These Terms represent the entire agreement between you and us with respect to the subject matter hereof, and supersede all prior and contemporaneous written and oral representations, understandings, and agreements, express and implied, and will be governed by and construed in accordance with the laws of the State of New York, without reference to its conflict of law rules. By accessing, viewing, or using the services, works, content, or materials on ChartCipher, you consent and agree to (a) the exclusive jurisdiction of the federal and state courts located in the City of New York, New York, United States; (b) accept service of process by personal delivery or mail; and (c) irrevocably waive the right to trial by jury and any jurisdictional and venue defenses otherwise available.

13. Miscellaneous

ChartCipher is controlled and operated from within the United States. Without limiting anything else, we make no representation that ChartCipher, ChartCipher Materials, User Uploaded Information, services, products, information or other materials available on, in, or through ChartCipher is appropriate or available for use in other locations, and access to them from territories where they are illegal is prohibited. Those who choose to access ChartCipher from other locations do so on their own volition and are responsible for compliance with applicable laws. Our waiver or failure to exercise in any respect any right provided hereunder shall not be deemed a waiver of such right in the future or a waiver of any of other rights established under these Terms. The Providers shall not be deemed to be in breach of these terms for any failure or delay in performance caused by reasons beyond their reasonable control, including any natural cause, act of God or public enemy, act of any military, civil or regulatory authority, change in any law or regulation, disruption or outage in communications, power or otherwise, or failure to perform by any licensor or other third party.  Headings used in these Terms are for reference only and shall not affect the interpretation of these Terms. No person or entity not party to this agreement will be deemed to be a third-party beneficiary of these Terms or any provision hereof. When used herein, the words “includes” and “including” and their syntactical variations shall be deemed followed by the words “without limitation.”

Dated: July 18, 2023