Terms of Use | Mackcore

Meticulous Analytic Creative Kingdom Core, L.L.C. d/b/a Elysian

Terms and Conditions of Use

Updated: ________, 2023

PLEASE READ THESE TERMS AND CONDITIONS OF USE (THESE “TERMS”) CAREFULLY. BY SETTING UP A USER ACCOUNT WITH US, OR BY ACCESSING, BROWSING, OR OTHERWISE USING OUR WEBSITE, CONTENT, OR SERVICES (ALL DEFINED BELOW), YOU ACCEPT AND AGREE TO BE BOUND TO COMPLY WITH THESE TERMS AND OUR PRIVACY POLICY (LINKED BELOW). IF YOU DO NOT AGREE TO BE BOUND, YOU ARE PROHIBITED FROM ANY AND ALL USE OF OUR WEBSITE, CONTENT, AND SERVICES THAT WOULD HAVE OTHERWISE BEEN PERMITTED UNDER THESE TERMS AND THE PRIVACY POLICY.

1. Acceptance of the Terms

These Terms form a legally binding agreement between you and Meticulous Analytic Creative Kingdom Core, L.L.C. d/b/a Elysian (“Elysian”, “we” or “us”) governing the use of our websites at https://www.mackcore.com/ and https://www.mackcore.com/elysian (or as updated by Elysian from time to time) or social media or mobile applications (the “Website”), of “Content,” which refers to online or published audio, video, imagery, or other content generated by Elysian or by others for Elysian products or services, such as “User Submissions” (defined below), and of “Services,” which are the services created, planned, implemented, or operated by Elysian, such as apps, plugins, executables, or other software or hardware or other products provided, installed, created, or operated by or on behalf of Elysian (the “Service(s)”).

You represent and warrant that: (i) you are at least 18 years of age; or (ii) as parent or guardian, you agree to these Terms and the Privacy Policy (linked below) and you are responsible for the use of the Website, Content, or Services by any minor who is in your household or under your care or supervision.

If you are using or opening an account on behalf of a company, entity or organization (including, but not limited to, a recording label) (each an “Artist Entity”), then you represent and warrant that you: (i) are an authorized representative of that Artist Entity and any recording artists represented by such Artist Entity (a “Represented Artist”) with the authority to bind such Artist Entity or Represented Artist to these Terms of Use and (ii) agree to be bound by these Terms of Use on behalf of such Artist Entity and/or Represented Artist.

2. Modifications to these Terms

These Terms may be changed, modified, amended, supplemented, or otherwise updated from time to time by Elysian without advance notice to you. By continuing to access, browse, or otherwise use the Website, Content, or Services, you are bound by any such updated Terms. Elysian, in its sole discretion, has the option, but not the obligation, to provide notice of any update to these Terms by means of a conspicuous alert, banner, or notification displayed on the Website or within the Services or by sending an email to the email address provided to Elysian.

3. License Grant and Limitations.

Subject to your compliance with these Terms, Elysian hereby grants you a non-transferable, non‑sublicensable, non-assignable, revocable license in Elysian’s rights in the Website, Content, and Services, to access and use them for your own personal and non-commercial use (provided that commercial use is permitted to Content or Services pursuant to an invoice or statement of work, with respect to individual recording artists, collections of recording artists, Artist Entities or Represented Artists (each, an “Artist”) selling merchandise or Content as authorized through the invoice or statement of work.

Except to the extent you are expressly granted other or additional rights in another written agreement signed by Elysian, the license granted herein excludes, and Elysian prohibits you from using Elysian’s rights for, downloading (other than through page caching), copying, reproducing, extracting content or data from (including through data mining, web crawling, or other techniques), or modifying the Website, Content, or Services, or selling, reselling, or commercially reusing (including via any time-sharing, service bureau, or similar method), or creating any derivative works of the Website, Content, or Services. You are prohibited from, and Elysian does not grant you any rights to frame or use framing techniques on the Website, Content, or Services to enclose any trademark, logo, or other proprietary information that identifies Elysian or any third party, without the prior written consent of Elysian or, if applicable, the third-party owner of the trademark, logo, or other proprietary information.

Elysian reserves all rights and remedies available under contract or Applicable Law. Elysian does not grant you and Elysian disclaims all implied rights, to the extent permitted under Applicable Laws. “Applicable Laws” means any local, state, national, and international laws and regulations that apply, according to their provisions, to your activities with or use of the Website, Content, or Services.

A. General.

In connection with your use of the Website, Content, or Services, you agree and acknowledge that Elysian prohibits you from doing or from enabling or advising any other person or entity to engage in:

Uploading any message, information, data, text, software, or images, including, without limitation, any User Submission (as defined below), that is false, misleading, untruthful, inaccurate, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, or that may invade another’s right of privacy or publicity;

b. Creating a false identity for the purpose of misleading others or impersonating any person or entity, including, without limitation, any Elysian representative, or falsely stating or otherwise misrepresenting your affiliation with a person or entity;

c. Uploading or transmitting any User Submission, or other material or information, that you are prohibited from or limited in reproducing, displaying, or transmitting under any law, or under any contractual or fiduciary relationship (such as information that has been confidentially disclosed to you);

d. Uploading or transmitting any files or materials, including, without limitation, any User Submission, that contain viruses, trojan horses, worms, time bombs, cancel-bots, corrupted files, or any other similar software or programs that may damage the operation of the Website, Content, Services, another’s computer system, data, or property of another;

e. Deleting any author attributions, legal notices, or proprietary designations or labels that you upload to any communication feature;

f. Violating any Applicable Laws;

g. Uploading or transmitting any User Submission or other material that infringes or misappropriates the intellectual property rights of Elysian or another person or entity;

h. Uploading or transmitting any User Submission or other material that constitutes unauthorized or unsolicited advertising, junk, Maillist, Listserve, or any form of auto-responder or bulk e-mail ("spamming"), or that involves commercial activities and/or sales without Company's prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;

i. Deleting or revising any information or material posted by another;

j. Manipulating or displaying the Website or Content, by using framing, mirroring, or similar navigational technology, or directly linking any site or social media platform to any subdomain of the Website or social media platform or site where the Content is posted online or published;

k. Probing, scanning, or testing the vulnerability of or breaching any authentication measures of the Website, Content, or Services, or in any related networks or systems;

l. Registering, subscribing, or unsubscribing, or attempting to do any of the foregoing, any persons or entities who are otherwise licensed by Elysian to use the Website, Content, or Services, without Elysian receiving from you in advance a written authorization for you to do so from such persons or entities;

m. Harvesting or otherwise collecting information about others, including e-mail addresses or other information that is “Personally Identifiable Information” or “PII” or the equivalent under Applicable Law, or that otherwise identifies a person or entity or their location, and as further prohibited or limited with respect to User Submission;

n. Using any robot, spider, scraper, or other automated or manual means to access, browse or otherwise use this Website or Services, or copy any of them;

o. Reverse engineering, decompiling, or otherwise attempting to derive the source code, techniques, processes, algorithms, know-how or other information from executable code portions of software in the Website or Services (collectively, “Reverse Engineering”), when enforcement of this limitation is not prohibited by Applicable Law. If Applicable Law prohibits enforcement of the Reverse Engineering prohibition, you may engage in Reverse Engineering solely to obtain information necessary to achieve interoperability with any software that is otherwise licensed to you by Elysian, or as otherwise permitted by Applicable Law, but only if: (a) Reverse Engineering is strictly necessary to obtain such information: and (b) you first requested such information from Elysian, and Elysian failed to make such information available under reasonable terms; and

p. Taking any action that imposes or may impose (as determined by Elysian in its sole discretion) an unreasonable or disproportionately large load on Elysian’s (or its third party providers’) infrastructure;

q. Interfering or attempting to interfere with the proper working of the Service or any activities conducted on the Service;

r. Using any of Elysian’s proprietary rights in the Website, Services, or Content to create, develop, or implement any new technology or services.

B. User Submissions.

Subject to the Elysian Privacy Policy, any communication or material that you transmit to the Website or to us, whether by email or other means, for any reason, will be treated as non-confidential and non-proprietary user generated content (“User Submission”). While you retain all ownership rights to the User Submission, you hereby grant to Elysian an irrevocable, perpetual, fully paid up, world-wide, royalty-free, right to use, reproduce, edit, alter, display, transmit, prepare derivate works of, modify, publish, and otherwise fully exploit any User Submission for any purpose related to the Services, including, without limitation, for the development, diagnosis, and improvement of the Website, the Services, or any other products and/or services hereinafter developed by Elysian without compensation to you. By posting any User Submission, you represent and warrant that you own or otherwise fully control all rights to your User Submission, including, without limitation, all the rights necessary for you to provide, post, upload, input, or otherwise submit your User Submission.

Elysian does not guarantee that any Content or User Submissions will be made available on the Website or through the Service. Elysian has no obligation to monitor the Website, Service, Content, or User Submissions. However, Elysian reserves the right to (i) remove, edit or modify any Content in its sole discretion, including without limitation any User Submissions, from the Website or Service at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Elysian is concerned that you may have violated these Terms of Use), or for no reason at all and (ii) to remove or block any User Submissions from the Service.

C. Other Content Related Prohibitions and Limitations.

In connection with your use of the Content, and without limiting any of the above prohibitions or limitations, you agree and acknowledge that Elysian further prohibits you from doing or from enabling or advising any other person or entity to engage in:

Downloading, reproducing, preparing derivative works, distributing, performing, or displaying any Content;
Sublicensing or assigning any Content for standalone distribution or otherwise;
Using Content in connection with defamatory, or fraudulent content or in connection with pornographic, unlawful, or illegal images (including without limitation adult content or videos, adult entertainment venues, escort services), sounds, or content, or any depictions of illegal activity whatsoever, whether directly or in context or by juxtaposition with other materials;
Changing any language or appearance or sound in the Content, or the order or structure or background, except when incorporating into a larger work as permitted above and in an applicable subscription or other agreement with Elysian or authorized third party Content provider;
Removing any proprietary or intellectual property markings or notices on any Content; and
Violating, by bypassing or disregarding, other prohibitions, limitations, or restrictions in a subscription plan or other agreement with Elysian or authorized third-party Content provider, such as limiting use to specific identifiable media or systems.

D. Violation and Disclosure of Information

Elysian reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of the foregoing, including, without limitation, the suspension or termination of your access or your account. Elysian may cooperate with legal authorities or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by our privacy policy, currently located at https://www.mackcore.com/privacy‑policy/ and incorporated into these Terms by this reference (our “Privacy Policy”), Elysian reserves the right at all times to disclose any information as Elysian deems necessary to satisfy Applicable Laws, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Elysian's sole discretion.

4. Access to Services and Your Account

To be allowed access and use of Services and any Content, you consent to being required to provide, and you will provide certain personally identifiable information, the use of which is governed by our Privacy Policy. You represent and warrant that any information provided by you is accurate, current, and complete and will be kept accurate, current, and complete when using the Services. Elysian may suspend, revoke, or terminate your access to the Services for any reason or no reason at any time in Elysian’s sole discretion without prior notice to you. You must treat as confidential any username, password, or any other piece of information chosen by you, or provided to you as part of our security procedures, and you are prohibited from disclosing it to any other person or entity.

You must exercise caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You understand and agree that if you are provided an account, your account is personal to you, and you are prohibited from providing any other person or entity with access to the Services and Content or portions thereof using your username, password, or other security information. You will notify us immediately of any unauthorized access to or use of your username or password or any other breach of security that has occurred or that you likely suspect to have occurred. You are responsible for password misuse and any unauthorized access.

The security of your personal information is very important to Elysian. We use physical, electronic, and administrative measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure. The safety and security of your information also depends on you. You are responsible for complying with these Terms and obtaining your own access to the Services and use of the Content. Unfortunately, the transmission of information is not completely secure, whether via the Internet, radio or wireless or other communication methods and systems. Although we do our best to protect your personal information, we cannot guarantee the security of personal information transmitted by you when using the Website, the Services, or any Content. Any transmission of personal information is at your own risk.

5. Fees; Renewals and Cancellation

Fees for your use of our Services will be in accordance with the invoice(s) or statement(s) of work provided to you by Elysian as agreed to in writing in advance. Payment of invoices will be due within thirty (30) days of receipt. Elysian may charge interest on past due balances at the lesser of 10% per year or the maximum rate allowed by applicable law. If Elysian determines (in its sole discretion) that you are at risk for non-payment, Elysian shall have the right to require payment in advance before the performance of further work, or to require other reasonable assurances to secure your payment obligations. Fees may be subject to tax, collected by us or a third party through which you transact, and except as set out in these Terms are non-refundable. If your Service involves a recurring payment of a fee, unless you notify us before a charge that you want to cancel or do not want to automatically renew your Service, you understand it will automatically continue and you authorize us, or a third party through which you transact (without notice to you, unless required by applicable law) to collect the then-applicable fee and any taxes, using any credit card we have on record for you. You can cancel at any time by emailing us at ___________. If you cancel your plan or Service, you will not receive a refund of any fees already paid, unless otherwise stated in these Terms.

6. Termination; Modifications

The Services, Content, plan, and any features, information, or content available therein, may be changed, canceled, withdrawn, or terminated at any time in Elysian’s sole discretion without notice to you. We shall not be liable to you or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us in connection therewith.

Additionally, we reserve the right to accept, refuse, or restrict your use of any plan or Service, or change your plan or Service based on your qualification for a specific plan or Service, in our sole discretion. You may not transfer or assign your plan or Service benefits, or any Content you access. We may take actions we deem reasonably necessary to prevent fraud and abuse, including placing restrictions on all or a subset of the users on your account or on the amount of Content that can be accessed at any one time.

7. Links to Third-Party Sites

The Website, Content, and Services may contain links to certain third-party media platforms or other sites. These sites are not under the control of Elysian. In addition, third-party sites may contain links to our Website or Content. Elysian is not responsible for or liable for, and makes no representations or warranties concerning, the content or material or other information streamed or posted at such third-party sites. The fact that the Website or Content links to any third-party site, or that a third-party site has provided a link to this Website or Content, does not constitute an endorsement, authorization, sponsorship, or affiliation between Elysian and such third-party site’s owners, operators, or maintainers. You acknowledge that any services, content, material, or information provided through such third-party sites are accessed at your own risk. Elysian is not responsible for, and Elysian is not liable for, and Elysian makes none and disclaims any and all representations and warranties, with respect to, any particular information, software, products, services, or content found on any linked third-party sites, including, without limitation, the appropriateness of any products, services, or transactions described therein.

8. No Reliance

The content provided through the Website, Content, and Services are for general information and entertainment purposes only. Although we make reasonable efforts to update the information available therein, we make no representations, warranties, or guarantees, whether express or implied, that such content is accurate, complete, or up to date. Your use of the Website, Content, and Services is at your own risk and neither Elysian, nor its directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever for such use.

The Website, Content, and Services may include content provided by third parties, including from other users and third-party licensors. All statements and/or opinions expressed in any such third-party content, other than the content provided by Elysian, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of Elysian. Neither Elysian, nor its respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever to you, or any third party, for the content or accuracy of any third-party materials.

9. Ownership

The Website, Services, and Content, including, but not limited to, all information, software, code, data text, displays, graphics, photographs, images, video, audio, music, broadcast, design, presentation, website layout, selection, and arrangement are owned by Elysian, its licensors, or other providers of such material and are protected in all forms by intellectual property laws, including, without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.

All trademarks, service marks, logos, product and service names, designs, images, and slogans are trademarks appearing within the Website, Content, or Services are owned by Elysian or its affiliates or licensors. You are prohibited from using any such marks without the prior written permission of Elysian. Other names, logos, product and service names, designs, images, and slogans mentioned, or which appear within the Website, or on the Services or the Content, are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action. Elysian does not make any non-infringement representation or warranty, and disclaims all, with respect to your use of the Website, any Content, or the Services, or the materials or other information therein or related thereto.

10. Insurance. If Elysian is providing on-location services to you, you shall maintain the following insurance coverages: (a) Comprehensive General Liability Insurance for operations and contractual liability with limits of not less than $1 million ($2 million in the aggregate); and (b) business and personal property insurance applicable to each location where any hardware owned, operated, or leased by Elysian, if any, is located with limits sufficient to cover the full replacement cost of said hardware.

11. Confidentiality.

During your relationship with Elysian, you may be exposed to, or Elysian may disclose to you information that is confidential or under a restricted use or restricted disclosure or otherwise under an ongoing confidentiality obligation (any of which is “Confidential Information”). Elysian is not under any obligation to share any Confidential Information with you. If Confidential Information is shared or accessed by you, unless you can demonstrate at the time of receipt or access, with contemporaneously dated written records that the information was generally and freely available to the public before your access or receipt thereof, you will maintain the confidentiality of the Confidential Information, you will not share it with anyone or publish or post it anywhere, without Elysian’s prior written consent, and you can only use it on an as-needed basis solely in connection with your use of the Website, Services, or Content as licensed by Elysian in these Terms or as otherwise set forth in another written agreement that you may enter into with Elysian. With respect to meeting these confidentiality obligations, you will use at least the same degree of care that you use with your own confidential information to safeguard it against disclosure and misuse, but in no event less than reasonable care. If you are required to disclose any if required by a law or court or governmental agency, you may do so, only to the extent required, if you give Elysian reasonable notice and opportunity to contest, protect, or restrict the disclosure to extent reasonably practicable. If your relationship with Elysian is terminated under these Terms or other written agreement between you and Elysian, or at any earlier time upon Elysian’s request, you will promptly return all Confidential Information to Elysian, or confirm that it has all been destroyed, including whatever materials or information you may have created that is based on or otherwise contains any Confidential Information. You do not have any claim, right, title, property or other interest or license of any kind or nature in Confidential Information. You will hold the Confidential Information in strict confidence and in trust for the sole and exclusive benefit of Elysian. Elysian makes no, and expressly disclaims, all representations and warranties, express and implied, as to the accuracy or completeness of Confidential Information or otherwise. You will not share with Elysian any information or materials that you hold confidential, or that you hold confidential for a third party, and Elysian is not obligated or liable to you in any way with respect to the information that you provide to Elysian.

12. Developments.

Company does not grant any rights (and Customer hereby disclaims any such grant) to use Company’s Confidential Information or Company’s intellectual property in any manner beyond what is expressly set forth in this Agreement. Customer is prohibited from carrying out any research and development activities that may lead to the disclosure by any of them to third parties of Company’s intellectual property that comprises either Confidential Information or proprietary know-how, in each case proprietary to Company and not generally known to the public. Should any new or improved technology, material, or processes, which is developed by or on behalf of Customer, be related to methods and technology that are proprietary to Company, including its affiliates, in whole or in part, then Customer hereby grants to Company, at no cost, a non-exclusive, irrevocable, transferrable license to all such developments.

13. Third Party Platforms

Elysian may provide tools that enable you to link your account with third-party applications, websites, and other services to the Services and Content available to you as a user. If you do so, you may also be subject to the terms and conditions and privacy policy of the provider of that third-party service provider. Elysian is not responsible or liable for behavior, content or features of any third party application, website, or service.

14. Disclaimers

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE WEBSITE, SERVICES, AND CONTENT ARE PROVIDED ON AN “AS IS,” “WHERE IS,” AND “AS AVAILABLE” BASIS. ELYSIAN MAKES NO, AND HEREBY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE WEBSITE, SERVICES, AND CONTENT, AS WELL AS THE AVAILABILITY, FUNCTIONALITY, PERFORMANCE, LOSS OF DATA OR RESULTS OF USE OF THE WEBSITE, SERVICES, AND CONTENT. WITHOUT LIMITING THE FOREGOING, ELYSIAN EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE WEBSITE, SERVICES, OR CONTENT WILL BE ACCURATE, ERROR-FREE, OR UNINTERRUPTED. FURTHER, TO THE FULL EXTENT PERMISSIBLE BY LAW, ELYSIAN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR ARISING BY USAGE OF TRADE, NONINFRINGEMENT, COURSE OF DEALING OR COURSE OF PERFORMANCE. FURTHER, AND WITHOUT LIMITING THE FOREGOING, ELYSIAN MAKES NO REPRESENTATION OR WARRANTY, AND DISCLAIMS ANY REPRESENTATION OR WARRANTIES OF ANY KIND THAT WEBSITE, CONTENT OR SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING APPS) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE ELYSIAN WEBSITE, CONTENT OR SERVICES, ELYSIAN’S SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM ELYSIAN ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

15. Indemnification

To the maximum extent permitted by Applicable Law, you will defend, indemnify, and hold harmless Elysian, its subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your breach of these Terms or your use of the Services or any Content, including, but not limited to, actions under your account name, your violation of any Applicable Law or of any rights of another, your User Submission, third-party sites, and any use of content other than as expressly authorized under these Terms. We reserve the right, at your expense, to assume the exclusive defense and control of any matter which you are required to indemnify against, and you agree to cooperate in our defense of such matter. This indemnification will survive any termination of these Terms.

16. Limitations

NEITHER PARTY WILL BE HELD LIABLE TO THE OTHER PARTY OR CLAIM OR HOLD THE OTHER PARTY LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, SUCH AS COSTS OR EXPENSES INCURRED IN CONNECTION WITH THE REPLACEMENT OF ANY PRODUCTS, GOODS, MATERIALS, OR SERVICES BOUGHT OR SOLD THROUGH THE WEBSITE OR THE SERVICES, OR ANY OTHER LOSSES, LOST PROFITS, LOSS OF DATA, OR OPPORTUNITY COSTS, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT TO THE EXTENT THAT A PARTY IS LIABLE TO INDEMNIFY THE OTHER, OR LIABLE DUE TO THE PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR CLAIM OR HOLD THE OTHER PARTY LIABLE FOR ANY AMOUNTS IN EXCESS OF ONE HUNDRED DOLLARS ($100.00). THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT (i.e., THE EXISTENCE OF MORE THAN ONE (1) CLAIM WILL NOT ENLARGE THIS LIMIT), EXCEPT TO THE EXTENT THAT A PARTY IS LIABLE TO INDEMNIFY THE OTHER, OR LIABLE DUE TO THE PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. ANY CLAIM OR CAUSE OF ACTION BROUGHT BY YOU OR ON YOUR BEHALF, ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES OR THE CONTENT OR OUR RELATIONSHIP WITH YOU, REGARDLESS OF THEORY, MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CLAIM OR CAUSE OF ACTION OR BE FOREVER BARRED.

17. International Use, Sanctions, and Export Policy

Although this Website may be accessible worldwide, Elysian makes no representation that materials on this Website are appropriate or available for use in locations outside the United States. Those who choose to access this Website from other locations do so on their own initiative and at their own risk. If you choose to access this Website from outside the United States, you are responsible for compliance with local laws in your jurisdiction, including but not limited to, the taxation of products purchased over the Internet. Any offer for any Content or Service, or materials or information made in connection with this Website, Content, or Services, is void where prohibited. You are prohibited from using any Elysian Website, Content, or Services, if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using the Website, Content or Services. You are required and solely responsible to comply with all U.S. or other export and re-export restrictions that may apply to goods, software, technology, and services.

18. Infringement Notices

If you believe that any content on the Website or the Services or any other Content violates or infringes upon your intellectual property rights pursuant to Title 17, United States Code, Section 512(c)(2), please notify us immediately of the alleged infringement at Michael Johnson, Kay Griffin Evans, PLLC, 222 Second Avenue North, Nashville, Tennessee 37201 with all specifics necessary for us to consider and respond to your complaint. You may be asked to provide additional information and follow additional procedures for us to act on your complaint.

If you learn that the Website, Content, or any Services are subject to a threatened or actual third-party claim of infringement, violation of another right, or any other claim for which Elysian, Content contributors, or any of their respective affiliates may be liable, you will promptly notify Elysian of any such claim. If Elysian, the Content contributors, or any of their respective affiliates learns of such a claim from you, the third party or otherwise and Elysian, in its sole good faith discretion, determine that the claim raises an inappropriate legal risk, upon notice from us, you will: (i) remove Content from your computer systems and storage devices (electronic or physical), and (ii) cease any future use of the Website, Services, and Content at your own expense if possible. If you do remove and cease use of Website, Services, or Content, we may choose to refund your fees for future use, or without charge provide you with other services or content that we determine with your consent, not to be unreasonably withheld or delayed, is comparable, subject to the other terms and conditions of these Terms. Repeat infringers will be terminated and barred from using the Website, Services, or Content.

19. Binding Arbitration

Any dispute or claim relating in any way to these Terms, or your use of the Website, Content, or Service will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow these Terms, as a court would be bound to follow. To begin an arbitration proceeding you must send a letter requesting arbitration and describing your claim to the attention of Michael Johnson, at Kay Griffin Evans, PLLC, 222 Second Avenue North, Nashville, TN 37201. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration, and arbitrator fees will be governed by the AAA's rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, Elysian will not seek attorney fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the Venue or at another mutually agreed location. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring a legal proceeding before a court to enjoin infringement or other misuse of intellectual property rights.

20. Jurisdiction and Governing Law

These Terms shall be construed, governed, and enforced under the laws of the United States and the State of Tennessee (without regard to rules governing conflict of laws). You consent to the venue being in Nashville, Tennessee for all actions relating in any manner to these Terms. If the Arbitration clause is found to be unenforceable, each party hereby consents and submits to the in personam jurisdiction of the federal or state courts located in Nashville, Tennessee and to the extent permitted by law, hereby consents that all services of process may be made by any nationally recognized overnight courier, or by certified or registered mail, postage prepaid and return receipt requested. Each party waives any objection based on forum non conveniens and waives any objection to venue of any action instituted hereunder to the extent that an action is brought in the courts identified above. Each party agrees that a final judgment in any such action shall be conclusive and may be enforced in any other jurisdiction in any manner provided by law.

21. Electronic Communications

When you use the Website, or Services, or send e-mails, text messages, and other communications from your desktop or mobile device to us, your communications are electronic. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages on this Website or through another site or service, and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

22. Force Majeure

In addition to any excuse provided by applicable law, Elysian shall be excused from liability for non-delivery or delay in delivery of products, Content, or Services available through our Website arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labor disturbance, war, fire, accident, adverse weather, disease, pandemic, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

23. Severability

If any part of these Terms is held illegal, or otherwise invalid or incapable of being enforced in a jurisdiction, that portion shall be excluded, replaced, or construed in a manner consistent with Applicable Law in that jurisdiction to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The foregoing rights to exclude, replace, or re-construe do not automatically apply to the legality, validity, and enforceability of the terms in other jurisdictions, which shall, to the extent permitted by Applicable Law, remain unaltered as originally set forth herein.

24. Entire Agreement

These Terms constitute the entire agreement and understanding between the parties concerning the subject matter hereof and supersede all prior agreements and understandings of the parties with respect thereto. These Terms may NOT be altered, supplemented, or amended by any other document(s) other than a written agreement entered into with signatures of authorized representatives of both parties.

25. Compliance with Laws

You agree to abide by all Applicable Laws. You are solely responsible and liable for all acts or omissions that occur as a result of or while you access, browse, or otherwise use the Website, Content, or Services.

26. Order of Precedence

To the extent that anything in or associated with this Website, Services, or Content is in conflict or inconsistent with these Terms, these Terms shall take precedence. To the extent that anything in or associated with these Terms is in conflict or inconsistent with another written agreement that you may enter into with Elysian, including a master service agreement or other written contract, that other written agreement shall take precedence.

27. Survival

The Terms shall survive termination or expiration of your use of the Website, the Services, Content, or your plan.

28. Third-Party Beneficiary

Elysian, its content contributors, or any of their respective affiliates are all intended third-party beneficiaries of these Terms; nothing in these Terms, express or implied, intends to or confers upon any other third party any rights, benefits, or remedies of any nature whatsoever. You will promptly reimburse Elysian, its content contributors, and any of their respective affiliates for any costs (including reasonable attorneys' fees and court costs) incurred in collecting any fees or enforcing these Terms.

29. Waiver

No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms operates, or may be construed, as a waiver thereof; and no single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

30. Our Remedies

You acknowledge and agree that any violation, or threatened violation, by you of these Terms constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm, and as such, you consent to our seeking injunctive or equitable relief that we deem necessary or appropriate in response. These remedies are in addition to any other remedies we may have at law or in equity.

31. Notice

You may notify Elysian at __________ or by certified mail to the address below.

By Mail, with attention to Management:

Meticulous Analytic Creative Kingdom Core, L.L.C. d/b/a Elysian

PO BOX 2488

PRAIRIE VIEW, TX 77446-2488

Please ensure that all notifications from you include your name, address, e-mail address, and account number and project identification if applicable.

Elysian may notify you by email or certified mail associated with you, your computer’s IP address, and if you have an account or project with Elysian, then the information associated with the account or project.

32. Independent Contractors

You and Elysian agree and acknowledge that nothing in these Terms will be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between you and Elysian, or as authorizing either to act as agent or representative of the other. You are and will remain an independent contractor in your relationship with Elysian, and you have no right or authority to bind Elysian to a third party, or to make any representations or warranties or statements on behalf of Elysian to a third party.