Terms of Service

Article 1 Introduction, Acceptance and Definitions

This Article identifies the contracting parties, explains how these Terms are accepted, applied and changed, and defines key terms.

1.1 Scope and Structure of These Terms

These Terms of Service (these “Terms”) govern your use of the Website and, if you become a Client, our provision of the Services to you. They are effective as of October 1, 2026 and were last updated on October 1, 2026.

Client-specific provisions apply once an Order Form or Statement of Work is accepted under Section 1.3; all others apply to every Website Visitor. Articles 2 to 8 cover the Services, our agency, Client duties, fees, Website use, liability and disputes.

1.2 Who We Are: The Contracting Entity

These Terms are an agreement between you and legal entity name, a entity type organized under the laws of state of organization, corporate registration No. registration number, doing business as “Copyright Library”. Copyright Library is a United States business that operates the Website and performs the Services in the United States.

Unless an Order Form names a different contracting party, that entity alone contracts with you; our officers, employees and subcontractors are not parties.

1.3 Acceptance and Formation of the Agreement

Website Visitors. By accessing or using the Website, including by requesting a channel scan, you accept these Terms. If you do not agree, do not use the Website.

Clients. An agreement for Services is formed only when an Order Form or Statement of Work is signed by both parties, or is accepted by you through an electronic method we designate and confirmed by us in writing. Each incorporates these Terms by reference.

A scan request is not an order. Submitting a YouTube channel link is a request for preliminary information only. It is not an offer to purchase or an Order Form, creates no payment obligation, does not appoint us as your agent and authorizes no Enforcement Action. Agency arises only under Section 3.1; scans are described in Section 2.2.

1.4 Electronic Communications, Records and Signatures

You agree that our dealings may be conducted electronically. Consistent with the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq., and the Uniform Electronic Transactions Act as enacted in the applicable state (for example, Cal. Civ. Code § 1633.1 et seq.), Order Forms, approvals, notices and other records may be signed, delivered and kept electronically, and your electronic signature, including a click-to-accept action, binds you as a handwritten one would; under 15 U.S.C. § 7001(a), a record may not be denied legal effect solely because it is electronic.

We may send notices by email to the address you provided, by posting them on the Website or, if you have an account, through it. Keep your email address current. When notices are deemed given, and our notice addresses, are set out in Section 8.8.

Consumer disclosures. Where you are a consumer and a law requires information to be provided to you in writing, 15 U.S.C. § 7001(c) applies, and you are informed before consenting that:

1. you may request a paper copy of any such record, without charge, using the contact details in Section 8.8;
2. you may withdraw consent to electronic delivery at any time, without charge, by the same means; withdrawal does not affect earlier records but may require us to end Services that depend on electronic communication;
3. your consent covers all records relating to the Website and Services unless you limit it when given;
4. you need an internet-connected device, a current web browser, software able to open PDF files and an active email account; and
5. if those requirements change in a way that creates a material risk you cannot access or retain records, we will tell you, and you may withdraw consent without fee.

Accepting electronically confirms your consent and reasonably demonstrates that you can access records in the form we use.

1.5 Eligibility and Authority to Bind an Organization

You may use the Website or engage us only if you are at least 18 years old or, if higher, the age of majority where you live, can form a binding contract, and satisfy Section 4.7. If you accept on behalf of a company, studio, publisher or other organization, you represent and warrant that you are authorized to bind it, and “you” then means that organization.

The Website is a general-audience business service not directed to children under 13, and we do not knowingly collect their personal information online except as permitted by the Children’s Online Privacy Protection Act, 15 U.S.C. § 6501 et seq., and 16 C.F.R. Part 312; see Section 6.7 of our Privacy Policy.

A parent or legal guardian may engage us for a minor creator. The parent or guardian is then the Client, accepts these Terms personally and on the minor’s behalf, warrants legal authority to act for the minor and enforce the minor’s Rights, is responsible for every Client obligation, and must satisfy any additional formalities state law requires for contracts concerning a minor’s creative work or earnings. We take instructions only from that parent or guardian.

1.6 Order of Precedence and Incorporated Documents

Each Order Form and Statement of Work, our Privacy Policy and our DMCA & Copyright Policy form part of the Agreement. In a conflict, the following order applies:

1. an Order Form or Statement of Work, only for the specific conflict and only where it expressly identifies the provision of these Terms it overrides;
2. these Terms; and
3. the Privacy Policy and the DMCA & Copyright Policy.

A general statement that an Order Form prevails is not sufficient for item 1. Despite the order above, the DMCA & Copyright Policy controls on the procedure for preparing, submitting, receiving and resolving Takedown Notices and Counter-Notifications, and the Privacy Policy controls on the handling of personal information, in each case subject to a Client’s Order Form to the extent those Policies provide. Nothing in these Terms limits your rights under applicable privacy law. Platform Terms are not part of the Agreement but bind you independently. Terms in your purchase orders or vendor portals have no effect, even if we sign or accept them.

1.7 Definitions and Rules of Interpretation

These capitalized terms have the following meanings throughout the Agreement. Other capitalized terms, such as Confidential Information, Deliverables and Dispute, are defined where they first appear.

Agreement

These Terms, each Order Form and Statement of Work, and the documents incorporated under Section 1.6.

Client

A person or organization that has entered into an Order Form or Statement of Work with us, including a parent or guardian under Section 1.5.

Client Content

Works in which the Client holds or controls Rights, and the reference files, metadata and catalogs it provides or identifies for the Services.

Client Data

Information, other than Client Content, provided by or for the Client in connection with the Services, including contact, licensee, chain-of-title, account, payment and tax information, and any personal information in it.

Counter-Notification

A counter notification under 17 U.S.C. § 512(g)(3), or an equivalent Platform appeal or dispute, challenging removal of material following a Takedown Notice.

DMCA

The Digital Millennium Copyright Act, Pub. L. No. 105-304, 112 Stat. 2860 (1998), including the notice-and-takedown provisions codified at 17 U.S.C. § 512, as amended.

Enforcement Action

Any Takedown Notice, Platform complaint, rights-management claim or election, response to a Platform inquiry, or other step we take for a Client against unauthorized use of Client Content.

Feedback

Suggestions, ideas or comments about the Website or Services you give us, other than Client Content and Client Data.

Order Form

An ordering document or engagement letter referencing these Terms that identifies the Client, Rights, Platforms, Services, fees and term, accepted under Section 1.3.

Platform

Any third-party website, online service, application, host or search engine on which content may be made available, including YouTube, TikTok, Instagram, Twitch, X, Facebook and piracy websites.

Platform Terms

A Platform’s terms of service, policies, API terms and rights-management program rules, as changed from time to time.

Recovered Revenue

Amounts actually received by or for the Client that are attributable to the Services, such as monetization revenue from claimed content or settlement and license proceeds, as described in Section 5.3.

Rights

Copyrights, including the exclusive rights under 17 U.S.C. § 106, and other rights identified in an Order Form, that the Client owns, holds as exclusive licensee or is authorized by the owner to enforce.

Services

The services described in Article 2 as specified in an Order Form or Statement of Work, and channel scans offered through the Website.

Statement of Work

A document signed by both parties under an Order Form describing specific Services, Deliverables or projects.

Takedown Notice

A notification of claimed infringement under 17 U.S.C. § 512(c)(3)(A) or § 512(d)(3), or an equivalent Platform copyright complaint.

Website

The website on which these Terms are posted, including its scan feature, forms and content.

Website Visitor

Any person who accesses or uses the Website, whether or not also a Client.

we, us, our

The entity identified in Section 1.2.

you, your

The Website Visitor or Client accepting these Terms and any organization on whose behalf they act.

In the Agreement: (a) “including” means including without limitation; (b) headings and article summaries are for convenience only; (c) a statutory reference includes implementing regulations and amendments; (d) “in writing” includes email but not Platform messaging; and (e) a term defined in 17 U.S.C. § 101, such as “copyright owner” or “work made for hire”, has its statutory meaning.

1.8 Changes to These Terms

We may revise these Terms and will post each revision with a new “last updated” date. For a material change we will give at least thirty days’ advance notice, by email to Clients and by prominent notice on the Website, unless law, a Platform or a security risk requires a shorter period, and then as much notice as is practicable.

Continued use of the Website after a revision takes effect constitutes acceptance by a Website Visitor. A revision does not apply retroactively to an Order Form or Statement of Work then in effect; the version incorporated at signature governs for its current term unless both parties agree otherwise in writing. No revision alters the consequences of earlier acts or omissions. Changes to the arbitration provisions are governed by Article 8.

Article 2 The Services and Third-Party Platforms

This Article describes what the Services consist of, how scans and Order Forms work, what monitoring can and cannot detect, and why independent Platforms, not Copyright Library, decide the outcome of every Enforcement Action.

2.1 Overview of the Services

Copyright Library helps rights holders find and respond to unauthorized online uses of works in which they hold Rights, including the exclusive rights under 17 U.S.C. § 106 to reproduce a work, prepare derivative works, distribute copies, and perform or display the work publicly. As specified in your Order Form or Statement of Work, the Services may include:

1. Monitoring of YouTube, TikTok, Instagram, Twitch, X, Facebook and other Platforms and websites, including piracy sites, for copies, re-uploads, excerpts or derivative versions of Client Content;
2. Notices and complaints: preparing and submitting Takedown Notices under the DMCA and copyright complaints through a Platform’s own channels, within the authority described in Article 3;
3. Rights-management administration of Platform tools where the conditions in Section 2.6 are met;
4. Revenue recovery from matched uses, as described in Section 5.3;
5. Reporting on detected matches, Enforcement Actions and Platform responses; and
6. Escalation by referral to independent US litigation counsel under Section 3.6.

The Services include only the elements expressly listed in an Order Form or Statement of Work. Descriptions on the Website or in a scan result are general information, not commitments or offers. Our authority is governed by Article 3, fees by Article 5, and limits on results by Article 7.

2.2 Channel Scan Requests Through the Website

A Website Visitor may request a preliminary scan by entering the URL of a YouTube channel. The scan field accepts only YouTube channel URLs; links to individual videos or playlists, URLs from other Platforms and other input are rejected. We may limit the number or frequency of scan requests and may refuse any request we reasonably believe is automated, abusive or unauthorized.

You may submit a channel only if you own it or are authorized by its owner to request an assessment, and by submitting it you represent that this is so. Prohibited uses of the scan feature are listed in Section 6.2.

Scan results rely largely on public information and automated analysis and may be incomplete. Few or no reported matches does not mean no unauthorized copies exist; a reported match does not establish infringement, because the use may be licensed, permitted by law or your own. Neither party is obliged to proceed after a scan. Information submitted with a scan request is handled as described in Section 2.2 of our Privacy Policy.

2.3 Order Forms, Statements of Work and Enterprise Services

We provide Services only under an Order Form or Statement of Work accepted under Section 1.3. Each Order Form identifies, as applicable, the Rights and Client Content in scope, the Platforms and websites to be monitored, the categories of Enforcement Action authorized, any rights-management tools to be administered, reporting frequency, term and fees. A proposal, quotation or email describing possible Services is not binding until incorporated into an accepted Order Form.

Changes to scope, such as adding catalogs, channels or Platforms, require a written amendment or new Order Form accepted by both parties; any work we choose to perform on an informal request is governed by these Terms. Each Order Form is a separate contract, and terminating one does not affect another unless it says so.

Enterprise services may include a dedicated rights manager as your primary point of contact, administration of Content ID and content management system (CMS) assets, and escalation to US litigation counsel. They are available only as expressly described in your Order Form and, for any Platform tool, only if the eligibility conditions in Section 2.6 are met. A dedicated rights manager has no authority beyond Article 3, and we may reassign personnel on reasonable notice.

2.4 Monitoring Methods and Coverage Limits

We monitor using automated tools, such as metadata searches, audio and video fingerprinting and image matching, combined with review by trained personnel; methods vary by Platform. Unless your Order Form requires human review of every match, we decide which matches receive it, but any match that is to become the subject of a Takedown Notice passes through the pre-submission review in Section 3.3.

Federal law places the burden of detecting infringement primarily on rights holders, because the DMCA safe harbors do not require Platforms to police their own services:

Nothing in this section shall be construed to condition the applicability of subsections (a) through (d) on— (1) a service provider monitoring its service or affirmatively seeking facts indicating infringing activity …

17 U.S.C. § 512(m)(1)

The Services help you carry that burden but do not transfer it to us except as your Order Form expressly provides. No method is complete, and you acknowledge these limits:

1. False positives: matching may flag material that is licensed, in the public domain, a fair use, your own upload, or not your content;
2. False negatives: cropped, mirrored, re-edited, pitch-shifted, overlaid or excerpted copies may escape detection;
3. Inaccessible content: material that is private, unlisted, members-only, paywalled, geo-blocked where we operate, ephemeral, or deleted before detection generally cannot be found;
4. Technical constraints: API quotas, rate limits, Platform Terms restricting automated access, interface changes and outages may delay or prevent monitoring; and
5. Scope: we do not monitor sources outside your Order Form or sources we cannot lawfully access.

We access Platforms only by means we believe lawful and do not circumvent access controls. We do not undertake to find every unauthorized copy, to monitor continuously unless your Order Form so provides, or to detect any copy within a particular time; match counts and coverage figures are estimates (see Section 7.2).

2.5 Third-Party Platforms Decide Independently

Platforms are independent third parties, not our agents, affiliates or subcontractors. A Platform will usually be a “service provider” under 17 U.S.C. § 512(k)(1), which, outside the transitory-communications safe harbor in § 512(a), means a provider of online services or network access or the operator of facilities for them.

Under § 512(c)(1)(C), a service provider storing material at users’ direction keeps its safe harbor only if, on receiving a notice that substantially complies with § 512(c)(3), it responds expeditiously to remove or disable access to the identified material. Section 512(d)(3) sets a parallel condition for information location tools, such as search engines, as to the identified links. These are conditions of a liability limitation, not commands that we or you can enforce. Each Platform evaluates every notice itself, and its decision is its own. A Platform may, under its own policies:

• reject a notice, act on it only in part, or require additional information or identity verification;
• issue or decline to issue copyright strikes under its own repeat-infringer policy;
• restore material after a Counter-Notification, as § 512(g) contemplates, or through its own appeals;
• require particular webforms, limit submission volumes or suspend a submitter’s access to its tools;
• forward or publish notices, as described in Section 6.6; and
• change its policies without notice to us.

We do not control any Platform’s decisions, timelines, strike systems or monetization rules and cannot reverse them, although we may use available appeal channels where your Order Form authorizes it. Your Platform accounts are governed by Platform Terms to which we are not a party.

2.6 Platform Rights-Management Tools and Eligibility

Some Platforms offer rights-management systems beyond notice-and-takedown, such as YouTube’s Content ID and Copyright Match Tool and Meta’s Rights Manager. Each Platform controls access to its tools, sets eligibility criteria, may withdraw access at its discretion, and may require separate agreements.

Such tools form part of the Services only where your Order Form identifies them and either (a) you are eligible yourself and grant us delegated access to your account, or (b) a third party we work with that holds the necessary access agrees to administer your assets. Eligibility is decided by the Platform, not by us, and may be lost at any time.

When a tool is used for you, you remain bound by the Platform Terms governing it, including requirements to hold exclusive rights in reference files and to supply accurate ownership data; Platforms may restrict access for over-claiming (see Section 4.6). Policy elections, such as whether to block, monetize or track matches, in which territories, and how to answer disputes, follow your written instructions or the default policy in your Order Form. If neither exists, we will request instructions and will not elect to block or monetize until we receive them. Assets and claims on termination are addressed in Section 5.8.

2.7 YouTube API Services and Other Platform Data Sources

If and to the extent the Website or the Services use YouTube API Services, for example to retrieve public channel information during a scan:

1. by using those features you agree to be bound by the YouTube Terms of Service at https://www.youtube.com/t/terms;
2. the Google Privacy Policy at https://policies.google.com/privacy applies to information Google processes; and
3. if you authorize us to access your YouTube account data, you may revoke that access at any time through the Google security settings page at https://security.google.com/settings/security/permissions.

We use such data in accordance with the YouTube API Services Terms of Service and related developer policies, and as described in Article 5 of our Privacy Policy. We may also use APIs and data feeds of other Platforms and data providers under their own terms; any provider may withdraw access, reducing coverage under Section 2.4. Account access you grant us should use a Platform’s delegated-permission features, not shared passwords, where available; we use it only to perform the Services, and revoking it may prevent performance.

2.8 Subcontractors, Service Changes and Beta Features

Subcontractors. We may use vetted subcontractors and vendors, such as technology providers, review personnel and third parties administering tools under Section 2.6. We bind them in writing to confidentiality obligations no less protective than Section 6.6, permit them to use Client Content and Client Data only to perform the Services, and remain responsible for their performance. Litigation counsel to whom matters are referred are independent of us and are not our subcontractors.

Service changes. We may modify, add or remove features, methods and Website functionality, but will not materially reduce Services contracted under an Order Form during its term unless required by law, Platform action or security. We will then give notice where practicable and seek a reasonable alternative; failing agreement, Article 5 governs your remedies.

Beta features. Features identified as beta, pilot or experimental are optional, may change or end at any time, are not contracted Services unless your Order Form says so, and carry no availability, accuracy or support commitments. Do not rely on beta outputs for an Enforcement Action without review.

Article 3 Appointment as Authorized Agent

When you sign an Order Form, you appoint us as your limited, revocable agent to send and manage copyright notices and claims for the Rights and Platforms it lists; every other decision about your Rights stays with you.

3.1 Limited Appointment and Nature of the Agency

An agency relationship arises only when you execute an Order Form or Statement of Work appointing us, or another written authorization signed by you (including electronically under Section 1.4) that identifies the Rights, works and Platforms it covers. A scan request, correspondence or use of the Website does not appoint us (see Section 2.2). Unless your Order Form expressly provides otherwise, the appointment is:

1. limited to the acts in Section 3.2 for the Rights, works and Platforms in the Order Form;
2. revocable under Section 3.7; and
3. non-exclusive, so you may enforce your Rights yourself or through others, subject to your disclosure duty in Section 4.1.

Agency is the relationship in which a principal manifests assent that an agent shall act on the principal’s behalf and subject to the principal’s control, and the agent consents so to act (Restatement (Third) of Agency § 1.01 (Am. L. Inst. 2006)). Within the scope of the appointment, we act for you subject to your lawful written instructions and owe you the duties applicable agency law imposes on an agent acting within that scope, as defined by this Agreement to the extent the law permits. Duties concerning Recovered Revenue are addressed in Section 5.3.

In every other respect, including monitoring, analysis and reporting, we are an independent contractor. Nothing in this Agreement makes us your employee, partner or general agent, or authorizes either party to bind the other beyond Section 3.2. Unless your Order Form provides otherwise and the Platform permits it, each Takedown Notice identifies Copyright Library as submitting agent and you as owner of the Rights asserted.

3.2 Scope of Authority: Notices, Complaints and Claims

Subject to Sections 3.3 and 3.4, and only for the Rights and Platforms listed in your Order Form, you authorize us to:

1. prepare, sign and submit Takedown Notices under 17 U.S.C. § 512(c)(3), for material stored on a service provider’s system at a user’s direction, and under § 512(d)(3), for links and other information location tools;
2. complete Platform copyright webforms and reporting tools, including attestations they require that are consistent with this Article;
3. where rights-management tools are available as described in Section 2.6, create, maintain and release claims, respond to disputes over them, and apply the block, track or monetize elections you instruct;
4. answer Platform requests for clarification or confirmation of our authority concerning an Enforcement Action we took; and
5. send related, non-threatening correspondence to hosts, registrars, search engines and site operators where reasonably necessary.

Every statutory Takedown Notice we send will contain all six elements of § 512(c)(3)(A)(i)–(vi), summarized in Section 4.2 of our DMCA & Copyright Policy. Because, under § 512(c)(3)(B), a notice that does not substantially comply generally cannot establish the service provider’s knowledge of the infringement, we will not omit or soften any element.

Two of the required statements differ in kind:

(v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

17 U.S.C. § 512(c)(3)(A)(v)–(vi)

Clause (v) states a belief about authorization. Clause (vi) states that the notice is accurate and, under penalty of perjury, that the sender is authorized to act for the owner; as generally read, the perjury qualifier attaches to the authority statement. We make the authority statement on the basis of your executed Order Form, and the good-faith and accuracy statements in reliance on the information you supply under Article 4. Consequences of inaccurate statements are addressed in Section 4.3.

3.3 Pre-Submission Review, Fair Use and Approval Workflows

Before submitting a Takedown Notice, we review each match against your information and consider whether the use may be licensed or permitted by law, including as fair use under the four factors of 17 U.S.C. § 107, as Lenz v. Universal Music Corp., 815 F.3d 1145 (9th Cir. 2016), requires (see Section 4.3). This review supports the good-faith statement; it is not a legal opinion (see Section 7.1).

We maintain an allowlist of the licensees, accounts, domains and uses you identify under Section 4.4 and will not knowingly target allowlisted material. Unless your Order Form sets a different workflow, matches are routed as follows:

Silence is not approval; a match awaiting your decision remains unactioned. We may decline to submit, or may narrow, any Takedown Notice or claim if we believe in good faith that it is unsupported, that the use may be licensed or fair, that the Rights are uncertain, or that submission would breach Platform Terms or law. Declining is not a breach, and we will give you our reason unless the law prevents it. No instruction obliges us to sign a statement we do not believe to be true.

3.4 Matters Reserved to the Client

The following are outside our authority. Each requires your separate written approval specific to the matter (general language in an Order Form is not enough) and, where legal representation or advice is needed, counsel you engage:

1. commencing, threatening, defending or settling any lawsuit, arbitration or administrative proceeding;
2. requesting a subpoena under 17 U.S.C. § 512(h) to identify an alleged infringer, which requires a sworn declaration that its purpose is to identify an alleged infringer and that the information will be used only to protect rights under Title 17;
3. negotiating, offering or accepting any settlement, release or payment;
4. granting or modifying any license or permission, including a retroactive license in lieu of removal;
5. waiving or releasing any Rights or remedies, other than withdrawing a notice under Section 3.7;
6. signing affidavits or declarations under oath or penalty of perjury, other than the statements in Takedown Notices authorized by Section 3.2;
7. press releases, public statements or posts about an enforcement matter;
8. preservation demands or legal process directed to Platforms or other third parties; and
9. responding on the merits to cease-and-desist letters, misrepresentation accusations or legal threats.

We will forward any communication concerning a reserved matter to you without undue delay and will not hold ourselves out as authorized to act on it.

3.5 Counter-Notifications, Disputes and Restoration Deadlines

A user whose material was removed may send the service provider a counter notification under 17 U.S.C. § 512(g)(3)(A)–(D), stating under penalty of perjury a good-faith belief that the removal resulted from mistake or misidentification. Under § 512(g)(2)(B), the provider promptly sends a copy to the person who submitted the notice and says it will restore the material in 10 business days. Under § 512(g)(2)(C), it then restores the material:

not less than 10, nor more than 14, business days following receipt of the counter notice, unless its designated agent first receives notice from the person who submitted the notification under subsection (c)(1)(C) that such person has filed an action seeking a court order to restrain the subscriber from engaging in infringing activity relating to the material on the service provider’s system or network.

17 U.S.C. § 512(g)(2)(C)

When a Counter-Notification or restoration notice reaches us, we will forward it to you promptly with the related notice record and any Platform deadline, as further described in Article 6 of our DMCA & Copyright Policy. We cannot promise a specific forwarding time, and Platform delivery delays are beyond our control.

Because the statute calls for notice from the person who submitted the original notification, where we submitted it we will, on your written instruction and on receipt of the court, caption and docket number, transmit notice of the filing to the Platform. If no action is filed, the Platform may restore the material, and we will not resubmit a Takedown Notice for the same material on the same Platform without your written instruction and a fresh review under Section 3.3.

Rights-management disputes and Platform appeals often follow procedures outside § 512(g), with their own deadlines and consequences, such as automatic release of an unanswered claim. Where your Order Form authorizes us, we respond within your instructions. Decisions to escalate, contest a Counter-Notification or allow restoration are yours.

3.6 Escalation to Independent US Litigation Counsel

Where notices and claims cannot resolve a matter, we may at your request refer you to independent litigation counsel licensed in the United States:

1. counsel is not our employee or agent, owes professional duties to you and exercises independent judgment, and you may choose other counsel;
2. any representation is governed by a separate engagement letter between you and counsel setting its scope, fees and conflict terms, and counsel’s fees are not part of our fees unless your Order Form expressly says so;
3. we share Client Data, records and evidence with counsel only with your written consent and only as reasonably necessary; and
4. whether an attorney–client relationship exists is addressed in Section 7.1.

Registration is not required to send a Takedown Notice, but it affects whether, when and for what you may sue:

Whether and when to register is your decision, to be made with counsel.

3.7 Revocation of Authority and Withdrawal of Notices

You may revoke or narrow our authority at any time, in whole or for particular works, Platforms or targets, by written notice to the address in Section 8.8 or a channel your Order Form designates. Revocation does not by itself terminate your Order Form; term, termination and fees are governed by Sections 5.6 to 5.8. Our authority ends automatically when the Order Form ends.

Revocation is prospective. It takes effect on receipt or any later date stated, and we will stop new submissions as soon as reasonably practicable; a submission that cannot be recalled with reasonable effort is treated as made before revocation. Notices and claims already submitted remain in effect until withdrawn. On your written instruction, we will request withdrawal or retraction of specified notices, or release of specified claims, where the Platform permits; some Platforms offer no such mechanism. A Platform may decline to reinstate material, keep a strike in place or act on its own timetable, and withdrawal cannot recall copies already forwarded or published (see Section 6.6).

If we learn that a notice we submitted was mistaken, we may request its withdrawal and will tell you. After revocation we stop identifying ourselves as your agent for the revoked scope and, on request, will confirm the revocation to affected Platforms where feasible.

3.8 Records, Reporting and Evidence Preservation

For each Enforcement Action we keep a record that ordinarily includes the work and Rights relied on and the authorization used; the URLs or identifiers of the material and any link; timestamps of detection, approval and submission; the text submitted, the channel used and the signer; Platform reference numbers and responses, including rejections, Counter-Notifications, restorations and withdrawals; and, where lawful and feasible, captures such as screenshots, metadata and hash values.

We report as your Order Form specifies and, on written request, will provide copies of notices and Platform correspondence relating to your Rights, subject to any charges your Order Form sets for non-standard requests. Captures document what we observed; they are not forensic certifications. If you or your counsel notify us in writing that litigation is reasonably anticipated in an identified matter, we will take reasonable steps to suspend routine deletion of related records until the hold is released or the records are delivered. Otherwise, records are retained for the periods described in Section 6.2 of our Privacy Policy and your Order Form.

Article 4 Client Representations, Warranties and Responsibilities

You promise that you control the Rights you ask us to enforce, that your information is accurate and current, and that you will use the Services lawfully and in good faith.

The Client makes the representations and warranties in this Article on signing each Order Form, and they are deemed repeated each time we take an Enforcement Action on its behalf. Section 4.7 also binds every Website Visitor. Indemnification is governed by Section 7.6 and fees by Article 5.

4.1 Ownership, Licenses and Authority to Enforce

You represent and warrant, on a continuing basis while the Agreement is in effect, that for each work and each exclusive right under 17 U.S.C. § 106 that you ask us to enforce, you are, for the relevant territory and period:

1. the owner of that right;
2. the exclusive licensee of that right, under a license that is a “transfer of copyright ownership” as defined in 17 U.S.C. § 101; or
3. authorized in writing by the owner or exclusive licensee to enforce that right and to engage an agent, including Copyright Library, to do so.

Copyright vests initially in the author, and joint authors are co-owners (§ 201(a)). For a work made for hire, the employer or other person for whom the work was prepared is considered the author (§ 201(b)); a commissioned work by a non-employee qualifies only if it falls within a category listed in the § 101 definition of “work made for hire” and the parties have so agreed in a written instrument signed by them. Freelance work outside those conditions may belong to the freelancer unless assigned to you. Exclusive rights may be transferred and owned separately (§ 201(d)), but only in writing:

A transfer of copyright ownership, other than by operation of law, is not valid unless an instrument of conveyance, or a note or memorandum of the transfer, is in writing and signed by the owner of the rights conveyed or such owner’s duly authorized agent.

17 U.S.C. § 204(a)

On request, you will promptly provide chain-of-title documents, such as work-made-for-hire agreements, assignments and exclusive licenses.

Under 17 U.S.C. § 501(b), only the legal or beneficial owner of an exclusive right may sue for infringement of that right. A non-exclusive licensee therefore generally lacks standing and must obtain the owner’s written authorization before we act.

Because conflicting claims to the same asset are a common source of Platform ownership disputes, you will disclose, before we act and whenever the position changes:

1. every co-owner of a work, because a co-owner can generally grant non-exclusive licenses without the others’ consent, and a use so licensed is not infringing;
2. any other agent, multi-channel network (MCN), content management system (CMS) operator, distributor, label or publisher that monitors, claims or administers the same assets on any Platform; and
3. any pending or threatened dispute over ownership of, or authority to enforce, the Rights.

4.2 Accuracy of Information and Content Inventories

All information you provide for the Services must be accurate, complete and not misleading, including:

• Catalogs listing titles, authors, dates of creation and first publication, any registration numbers, and the territories and media in which you hold the Rights.
• Reference files embodying only material in which you hold the relevant Rights; embedded third-party or public-domain material generates false matches against lawful content and must be identified to us or excluded.
• URLs and account identifiers for your own channels and those of your licensees, so that they are not mistaken for infringers.
• Contact details that may lawfully appear in notices and will reach a person able to respond.

You will notify us in writing promptly, and within any period your Order Form states, when a Right expires, reverts, is assigned, is newly licensed or becomes disputed, or when a work enters the public domain. Updates apply to Enforcement Actions taken after we have had a reasonable opportunity to act on them; notices already submitted are handled under Section 3.7. We may rely on your information without verifying it, and may pause work to verify it.

4.3 Misrepresentation Exposure Under 17 U.S.C. § 512(f)

The DMCA creates a damages claim for knowing misrepresentations in Takedown Notices and Counter-Notifications:

Any person who knowingly materially misrepresents under this section— (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, shall be liable for any damages, including costs and attorneys’ fees …

17 U.S.C. § 512(f)

In plain terms, liability generally requires a knowing, material falsehood that causes injury because the Platform relied on it. Two decisions of the US Court of Appeals for the Ninth Circuit shape the standard:

• Subjective good faith. Rossi v. Motion Picture Ass’n of America, Inc., 391 F.3d 1000 (9th Cir. 2004), held that the “good faith belief” a notice must state is a subjective standard: an honest but unreasonable mistake does not by itself create liability, which requires some actual knowledge of misrepresentation.
• Consideration of fair use. Lenz v. Universal Music Corp., 815 F.3d 1145 (9th Cir. 2016), held that a copyright holder must consider fair use under 17 U.S.C. § 107 before sending a takedown notification, because fair use is authorized by law. A subjective good-faith conclusion that a use is not fair suffices even if a court would disagree, but failing to consider fair use at all can support a claim.

These are principally Ninth Circuit authorities; other circuits may differ, but we treat them as the baseline for every Enforcement Action.

As between you and us, you bear the consequences of any misrepresentation originating in information, documents or instructions you supply, such as an inaccurate ownership or authority claim, an undisclosed license, or an instruction to proceed after we have raised a fair-use or authorization concern. The statement in each notice that its information is accurate and, under penalty of perjury, that the complaining party is authorized to act (§ 512(c)(3)(A)(vi); see Section 3.2) rests on your representations in this Article. Responsibility for notices we send outside our authority is addressed in Section 7.7.

4.4 Disclosure of Licensees, Permitted Uses and Allowlists

So that we can exclude authorized uses, you will give us, and keep current, a written list of:

1. licensees, sublicensees and distributors, with the channels, accounts or domains they use and the scope and expiry of their rights;
2. partners, sponsors, collaborators and channels you operate yourself;
3. works released under Creative Commons or other public licenses, identifying the license and version, so that compliant uses are not targeted;
4. public-domain material in your works, including United States Government works, which are not protected by copyright under 17 U.S.C. § 105, and third-party material you use under license; and
5. uses you choose to tolerate, such as commentary, short clips, fan works or gameplay videos, together with any published fan-use policy.

Where your Order Form authorizes it, we will configure allowlists and Platform allowlisting functions from this information. An allowlist is only as reliable as its inputs; consequences of undisclosed uses are allocated under Section 4.3.

4.5 Cooperation, Approvals and Response Deadlines

You will designate a representative authorized to approve and instruct on your behalf, and will answer our requests for approval of matches referred under Section 3.3, for evidence, and for information sought by a Platform within the time stated in your Order Form or, failing that, in the request. We will not treat silence as approval of a notice referred to you for decision; we may instead hold or close the matter.

On request, you will promptly provide:

• declarations, including statements under penalty of perjury where a Platform or the law requires them (for example, in the form permitted by 28 U.S.C. § 1746), signed by a person with personal knowledge;
• certificates of registration and pending applications; a certificate made before or within five years after first publication is prima facie evidence of validity in judicial proceedings (17 U.S.C. § 410(c));
• proof of identity, organizational authority and chain of title; and
• evidence of creation or first publication.

A missed Platform deadline caused by your delay is not our breach. Counter-Notification decisions are governed by Section 3.5.

4.6 Compliance With Platform Rules and Applicable Law

You will comply with applicable law and with all Platform Terms governing your accounts and any rights-management tool you use or we administer for you. You will not use the Services, or instruct us, to:

1. remove material because it criticizes, parodies, reviews or reports on you, rather than because it infringes; criticism, comment and news reporting are purposes expressly named in 17 U.S.C. § 107;
2. disrupt a competitor’s or critic’s accounts, monetization or business without a good-faith infringement claim;
3. claim public-domain material, material licensed to the person targeted, material in which you hold no Rights, or more of a work than the portion embodying your Rights;
4. provide or distribute false copyright management information, such as false author or owner data in metadata, reference files or notices, which 17 U.S.C. § 1202(a) prohibits when done knowingly and with intent to induce, enable, facilitate or conceal infringement; or
5. use personal information obtained through an Enforcement Action, such as uploader details in a Counter-Notification, except to resolve the dispute concerned or as the law permits.

We may decline any such instruction, and serious or repeated breaches are grounds for action under Section 5.7.

4.7 Sanctions, Export Controls and Restricted Parties

This Section applies to every Website Visitor and Client. By using the Website or the Services, you represent and warrant, on a continuing basis, that:

1. you are not identified on the Specially Designated Nationals and Blocked Persons List maintained by the US Treasury’s Office of Foreign Assets Control (OFAC), or on any other US government restricted-party list, including the Commerce Department’s Entity List and Denied Persons List;
2. you are not owned 50 percent or more, directly or indirectly, individually or in the aggregate, by persons whose property is blocked under US sanctions;
3. you are not located, organized or ordinarily resident in a country or region subject to comprehensive US sanctions; and
4. you are not acting for any person described in (a) to (c), and will not use the Website, Services, Deliverables or Recovered Revenue for such a person’s benefit.

US sanctions are imposed principally under the International Emergency Economic Powers Act, 50 U.S.C. § 1701 et seq., and implemented through OFAC regulations at 31 C.F.R. Chapter V. Software and technology made available through the Website or Services may be subject to the Export Administration Regulations, 15 C.F.R. Parts 730–774, and you will not export or transfer them in violation of those regulations. You will notify us immediately if any representation in this Section ceases to be true.

We may screen Website Visitors, Clients and payees against applicable lists, refuse any scan request or Order Form, and suspend or terminate the Services immediately and without liability where we reasonably believe that continuing would violate US sanctions or export-control laws. Where the law requires, we will block or reject funds, including Recovered Revenue, and report them under 31 C.F.R. Part 501.

Article 5 Fees, Recovered Revenue, Term and Termination

You pay only what an accepted Order Form provides, money recovered for you is reported and remitted as it specifies, and either party may end the relationship on the grounds below.

5.1 Fees and Pricing Set by Order Form

Submitting a channel scan request, receiving scan results or otherwise using the Website creates no obligation to pay us. Fees arise only under an Order Form or Statement of Work accepted by both parties, and you owe only the fees, rates and periods set out in it.

Changes in scope are chargeable only once agreed in writing. Unless your Order Form states otherwise, fees are payable in United States dollars and exclude the taxes described in Section 5.5. Third-party costs are reimbursable only if your Order Form provides for them or you approve them in advance.

5.2 Invoicing, Payment Methods and Late Amounts

We will invoice you at the intervals, and you will pay within the periods, set out in your Order Form or Statement of Work.

1. Payment methods. You may pay by the methods your Order Form permits, which third-party payment processors may handle under their own terms. Any authorization of recurring charges lasts only as long as your Order Form provides, subject to Section 5.6.
2. Disputed invoices. You may dispute an invoice in good faith by written notice before the due date identifying the disputed items, and must pay the undisputed portion on time. Disputed amounts are not overdue, and do not justify suspension, while the dispute is pursued in good faith under Section 8.1.
3. Late amounts. Undisputed overdue amounts accrue a late charge from the due date until paid at the lesser of the rate in your Order Form and the maximum rate permitted by applicable law. If your Order Form specifies no rate, no late charge applies.
4. Collection costs. You will reimburse our reasonable costs of collecting overdue undisputed amounts, including reasonable attorneys’ fees, to the extent applicable law permits their recovery.
5. No set-off. Neither party may set off amounts it claims against amounts it owes, except as your Order Form expressly permits, including any deduction of our share from Recovered Revenue under Section 5.3.

5.3 Recovered Revenue, Platform Payouts and Remittances

Recovered Revenue may reach you by the paths below. Which path applies, and any share payable to us, is determined solely by your Order Form.

1. Funds we receive for you. We will record Recovered Revenue we receive on your behalf as held for you, will not use it for our own purposes, and will remit it, net only of deductions your Order Form expressly authorizes, at the times and by the methods it sets out.
2. Holds and clawbacks. Platforms may hold, reverse or claw back revenue, including amounts already paid, while ownership disputes, Counter-Notifications or appeals are pending. If a Platform recovers revenue on which we have been paid a share, our share is recalculated on the revenue finally retained and the difference is credited or invoiced on the next statement, unless your Order Form provides otherwise.
3. Currency and third-party charges. Platforms, processors and banks may convert currency at their own rates and deduct their own fees. Unless your Order Form states otherwise, our share is calculated on amounts actually received.
4. Nature of our duties. To the extent we act as your agent in handling Recovered Revenue, we owe the duties we expressly undertake in these Terms and your Order Form, including to account for and remit money received for you, plus any duties of an agent that cannot be waived under applicable agency law. Beyond those, these Terms impose no further fiduciary obligations on us concerning Recovered Revenue; our duties as agent for Enforcement Actions are described in Section 3.1.

5.4 Statements, Reconciliation and Audit Rights

For each period specified in your Order Form, we will provide a statement showing, to the extent reported to us, amounts paid by each source, amounts held or reversed, third-party deductions, our share and the net amount remitted or invoiced. You may object in writing within the period set out in your Order Form; the parties will reconcile objections in good faith and correct confirmed errors in the next statement or by separate payment. Any provision making statements binding after that period does not bar claims for fraud or concealment.

You, or an independent accountant bound by confidentiality, may audit our records relating to your Recovered Revenue, provided that:

1. the frequency and look-back period do not exceed those your Order Form specifies;
2. you give reasonable advance written notice;
3. we need not disclose other clients’ information, privileged communications or Platform data that Platform Terms prohibit us from sharing, although we will provide aggregated data where permitted; and
4. costs are allocated as your Order Form provides, and confirmed underpayments or overpayments are settled promptly.

5.5 Taxes and Tax Documentation

Each party bears the taxes on its own income, gross receipts and employment obligations. Fees exclude sales, use, value-added and similar transaction taxes, which we will add to invoices where applicable law requires us to collect them unless you provide a valid exemption certificate. If the law requires you to withhold tax from a payment to us, you will withhold only the required amount, remit it on time and give us evidence of payment; whether the payment is grossed up is governed by your Order Form.

Before we remit Recovered Revenue or make other payments to you, you must provide IRS Form W-9 if you are a United States person, or Form W-8BEN (individuals) or Form W-8BEN-E (entities) if you are not, and keep it current. We may withhold tax where legally required, including:

• withholding on certain United States-source payments to nonresident alien individuals, foreign partnerships and foreign corporations under 26 U.S.C. §§ 1441 and 1442, at the statutory rate or any reduced treaty rate you properly document; and
• backup withholding under 26 U.S.C. § 3406, for example where you do not furnish a correct taxpayer identification number or the Internal Revenue Service instructs us to withhold.

Amounts withheld and paid to a taxing authority are treated as paid to you, and we will issue information returns, such as Form 1099 or Form 1042-S, where required. Platforms may withhold tax from payouts under their own procedures, which we neither control nor can reverse.

5.6 Term, Renewal and Cancellation

Each Order Form takes effect on the date it states, or when both parties accept it, and continues for the term set out in it unless terminated earlier under Section 5.7.

An Order Form renews automatically only if it expressly says so. In that case:

1. the Order Form will state the renewal term, the recurring charges and the deadline for cancelling before renewal;
2. where the California Automatic Renewal Law, Cal. Bus. & Prof. Code § 17600 et seq. (which protects consumers as it defines them), the Restore Online Shoppers’ Confidence Act, 15 U.S.C. § 8401 et seq., or comparable state laws apply, we will disclose the renewal terms clearly and conspicuously before taking billing information, obtain your affirmative consent, provide a retainable acknowledgment and send any reminders those laws require; and
3. we will provide a simple, easy-to-use cancellation mechanism, including online cancellation where you accepted online and the law so requires, and will impose no cancellation step the law does not permit.

Cancellation takes effect at the end of the current term unless your Order Form or applicable law provides otherwise. Fees for a term already begun are non-refundable except as your Order Form, applicable law or Section 5.8 provides.

5.7 Suspension and Termination

Suspension. We may suspend Services, only to the extent and for as long as reasonably necessary, if:

1. an undisputed amount remains unpaid after written notice and the cure period in your Order Form (or, if none, a reasonable period stated in our notice);
2. we reasonably believe that a Takedown Notice or claim would create a credible risk of material misrepresentation, for example because ownership is disputed, a license has been reported or a third party claims the same assets;
3. a Platform has warned of or imposed sanctions on you, on us or on accounts used for the Services, or continuing would expose either party to material legal risk; or
4. suspension is reasonably necessary to address a security incident.

We will give notice before suspending where practicable, otherwise promptly afterward, and will resume once the cause is resolved. A suspension under paragraph (b) covers only the affected Rights. Fees continue to accrue during a suspension caused by your non-payment or breach.

Termination. Either party may terminate an Order Form by written notice if the other party:

1. materially breaches the Agreement and fails to cure within the cure period in the Order Form (or, if none, a reasonable period stated in the notice);
2. becomes insolvent or the subject of bankruptcy, receivership or similar proceedings, to the extent termination on that ground is enforceable, including under 11 U.S.C. § 365(e); or
3. becomes a restricted party described in Section 4.7.

Either party may also terminate where a change in law or a court order makes performance unlawful. We may terminate if you repeatedly instruct us to send notices we have declined under Section 3.3, or if a Platform permanently withdraws a capability on which the Services substantially depend. Termination for convenience is available only as your Order Form allows.

5.8 Effect of Termination and Survival

On expiry or termination of an Order Form:

1. Authority. Our authority as your agent ends, as described in Section 3.7. We will begin no new Enforcement Actions and will close pending matters as you instruct in writing.
2. Outstanding amounts. You will pay fees accrued to the termination date, fees for wind-down work you request and any non-cancellable commitments in your Order Form. If you terminate for our uncured breach, or the Order Form ends because performance became unlawful or a Platform withdrew a capability, we will refund prepaid fees for Services not performed.
3. Trailing revenue. Whether any share of Recovered Revenue received after termination but attributable to earlier claims or settlements is payable to us, and for how long, is governed by your Order Form; absent such a provision, no share accrues on revenue first earned after termination. We will remit trailing Recovered Revenue we receive and issue a final reconciliation under Section 5.4.
4. Enterprise transition. Where we administered a CMS, reference files or active claims for you, we will cooperate to transfer them to you or your designated successor, to the extent the Platform permits and on the terms in your Order Form. Pending transfer, we will not voluntarily release your active claims in a way that leaves your content unprotected, unless a Platform or the law requires it or it is necessary to avoid a misrepresentation.
5. Data. Client Data is returned or deleted under our Privacy Policy, subject to Section 3.8, and confidential materials under Section 6.6.

Survival. The following survive, with any other provision that by its nature should survive:

• Section 1.7 (definitions);
• Section 3.8 (records);
• Section 4.3 (§ 512(f) exposure), as to earlier Enforcement Actions;
• Sections 5.2 through 5.5, as to accrued amounts, earlier Recovered Revenue and the audit period, and this Section 5.8;
• Section 6.3, Section 6.4 (as to archival records), Section 6.5 and Section 6.6;
• Article 7 (disclaimers, liability and indemnities); and
• Article 8 (dispute resolution and general provisions).

Article 6 Website Use, Intellectual Property, Confidentiality and Data

This Article governs use of the Website, ownership, our use of your content and confidentiality, and explains why Takedown Notices are not confidential.

6.1 License to Use the Website

Subject to your compliance with the Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to use the Website to learn about the Services, to submit channel scan requests under Section 2.2 and to communicate with us. All other rights are reserved. We may modify or discontinue any part of the Website, and may revoke this license or restrict your access at any time, including for breach of Section 6.2. For a Client, revocation does not by itself terminate an Order Form; suspension and termination of the Services are governed by Section 5.7. Linked third-party sites, including Platforms, are governed by their own terms.

6.2 Acceptable Use and Prohibited Conduct

You must use the Website lawfully. You must not, and must not help anyone else to:

1. scrape, crawl or extract data from the Website, or access it by automated means, except search-engine indexing that follows any access instructions we publish, or as we permit in writing;
2. probe or test the vulnerability of the Website or any related system, or circumvent any authentication, rate limit or other security control;
3. request a scan of a channel that you do not own and are not authorized to represent, or use the scan feature to harass, surveil or profile anyone;
4. introduce malicious code or impose an unreasonable load on our infrastructure;
5. impersonate Copyright Library, our personnel or any rights holder, or misrepresent your identity, authority or affiliation;
6. use the Copyright Library name or marks, or claim to act for us, in any Takedown Notice or other communication without our written authority;
7. circumvent any technological measure that controls access to, or protects, the Website, our Deliverables (defined in Section 6.3) or any work available through them;
8. remove or alter any copyright management information or proprietary notice on the Website or in our Deliverables;
9. reverse engineer Website software, except as applicable law expressly permits despite this restriction; or
10. use the Website for any unlawful, deceptive or competing purpose.

Conduct in items (g) and (h) may also violate 17 U.S.C. § 1201, which prohibits, among other things, circumventing a technological measure that effectively controls access to a copyrighted work, and 17 U.S.C. § 1202(b), which addresses the unauthorized removal or alteration of copyright management information. Unauthorized access to computer systems may also violate laws such as the Computer Fraud and Abuse Act, 18 U.S.C. § 1030, and similar state statutes. Nothing in these Terms means that a breach of them is, by itself, a crime; whether conduct is unlawful depends on the applicable statute and the facts.

We may investigate suspected violations, block traffic, cancel scan requests and cooperate with law enforcement and Platforms as the law permits. Report any suspected security vulnerability to contact email, accessing no more data than is needed to demonstrate it.

6.3 Our Intellectual Property and Trademarks

As between you and us, we and our licensors own all intellectual property and other rights in the Website and its software and content (excluding Client Content); our monitoring, matching and enforcement methodologies and know-how; our notice, evidence and report templates; tools we create in operating the Services; and the Copyright Library name, logos and other marks (the “Copyright Library Marks”). These are protected by US law, including the Lanham Act, 15 U.S.C. § 1051 et seq., and the Defend Trade Secrets Act, 18 U.S.C. § 1836 et seq. Our non-public methodologies and tools are our Confidential Information under Section 6.6.

You may not use the Copyright Library Marks, or any confusingly similar name, mark or domain name, without our prior written consent, or in any way likely to cause confusion as to source, sponsorship or affiliation. Truthful references to us by name are permitted, subject to Section 6.2(f).

“Deliverables” means the reports, scan results, statements, evidence packages and other materials we deliver in the Services. Subject to payment of the applicable fees, we grant each Client a non-exclusive, perpetual, royalty-free license, transferable only with a permitted assignment of the Agreement, to use, reproduce and share Deliverables internally and to enforce, license and protect its Rights, including with its advisers, licensees, Platforms and courts. A Client may not resell Deliverables or publish our templates or methodologies. Client Content and Client Data contained in Deliverables remain the Client’s under Section 6.4.

6.4 License From You to Process Client Content and Client Data

As between the parties, the Client retains all right, title and interest in Client Content and Client Data. Our appointment under Article 3 is an agency to enforce the Rights, not an assignment of them.

The Client grants us a non-exclusive, worldwide, royalty-free license, for the term of the applicable Order Form, to reproduce, store, analyze, transmit, display and excerpt Client Content and Client Data solely as necessary to provide the Services, including to:

1. generate digital fingerprints, hashes and similar reference data from Client Content (“Reference Data”) and match them against material on Platforms and other websites;
2. upload reference files and metadata to Platform rights-management systems where the Client, or a third party administering the Client’s assets, is eligible to use them, as described in Section 2.6;
3. quote titles, URLs, screenshots and short excerpts of Client Content in Takedown Notices, claims and evidence packages; and
4. sub-license these rights to our subcontractors and to Platforms solely for the purposes in this Section 6.4.

Any broader rights a Platform obtains arise under Platform Terms that bind the Client, not under this license. We use Reference Data only to serve the Client from whose Client Content it was derived, and never to serve anyone else, to train models or tools offered to others, or for sale. Reference Data is treated as Client Data; our underlying fingerprinting technology remains ours.

This license ends when the Services under the applicable Order Form end, except as to archival records kept under Section 3.8, or as required by law or to defend legal claims, for the periods stated in our Privacy Policy, and as to reference files lodged with a Platform pending their removal or transfer under Section 5.8. The Client’s warranties supporting this license are in Article 4.

6.5 Feedback

Feedback is voluntary. If you give it, you grant us a perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable license to use, modify and otherwise exploit it for any purpose, without attribution, compensation or other obligation, and we need not use or respond to it. You provide Feedback “as is”. Confidential Information accompanying Feedback remains subject to Section 6.6, and we will not identify you as the source of Feedback without your consent.

6.6 Confidentiality and the Public Nature of Notices

Definition. “Confidential Information” means non-public information that one party (the “Discloser”) discloses to the other (the “Recipient”) in connection with the Agreement and that is marked confidential or that a reasonable person would understand to be confidential, including Order Form terms, pricing, unreleased Client Content, catalogs, Reference Data and our non-public methods, tools and security information.

Obligations. The Recipient will use the Discloser’s Confidential Information only to perform or receive the Services, protect it with at least reasonable care, and disclose it only to personnel, subcontractors, professional advisers and, in our case, independent counsel to whom the Client has agreed to be referred under Section 3.6, who need to know it, are bound by equivalent confidentiality duties and for whom the Recipient is responsible. These duties continue while the information remains confidential; trade secrets are also protected by the Defend Trade Secrets Act, 18 U.S.C. § 1836 et seq.

Exclusions and compelled disclosure. Confidential Information excludes information that is or becomes public without breach of the Agreement, was lawfully known to the Recipient before disclosure, is lawfully received from a third party without restriction, or is independently developed. The Recipient may disclose Confidential Information as required by law or legal process if, where lawful, it gives the Discloser prompt notice, cooperates at the Discloser’s expense in seeking protective treatment, and discloses only what is required. Nothing in the Agreement limits the immunity available to individuals under 18 U.S.C. § 1833(b) for certain confidential disclosures of trade secrets to government officials or attorneys, or in sealed court filings.

Return or destruction. On termination or the Discloser’s written request, the Recipient will return or destroy the Discloser’s Confidential Information, except copies required by law, records kept under Section 3.8 and routine backups, which remain subject to this Section. The Discloser may seek injunctive relief as provided in Section 8.4.

Every Takedown Notice must include the complaining party’s contact details:

Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.

17 U.S.C. § 512(c)(3)(A)(iv)

Platforms commonly forward notices, or summaries naming the complainant, to the uploader, and a Counter-Notification includes the uploader’s agreement under 17 U.S.C. § 512(g)(3)(D) to accept service of process from the person who sent the notice or that person’s agent. Many Platforms also publish notices in transparency reports or send copies to third-party databases such as Lumen, where they may remain publicly searchable indefinitely. The rights holder’s name, our name as agent, the work, the reported URLs and the contact details supplied may therefore become public. Where a Platform permits, we normally give our own contact details as agent, but we cannot control what a Platform requires, forwards or publishes. An individual Client concerned about disclosure of their legal name or address should tell us before authorizing any notice. See also Section 5.7 of our DMCA & Copyright Policy and Section 4.3 of our Privacy Policy.

Publicity. We will not name a Client or use its logo or marks as a customer reference or case study without its prior written consent, which may be withdrawn prospectively; this does not restrict disclosures inherent in authorized Enforcement Actions or required by law.

6.7 Data Protection and Privacy

Our own handling of personal information is described in our Privacy Policy. Where Client Data includes personal information that the Client provides for processing on its behalf and the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq. (the “CCPA”), applies, we act as the Client’s “service provider” or “contractor”, as defined in Cal. Civ. Code § 1798.140. We will process that personal information only for the business purposes specified in the Agreement, will not sell or share it (as the CCPA defines those terms), and will not retain, use or disclose it for any other purpose or outside our direct business relationship with the Client, except as the CCPA and its regulations permit. Under other US state privacy laws, we act in the corresponding role, such as “processor”, where those laws so provide. On request, we will enter into a data processing addendum, which controls for the processing it covers. The Client warrants that it has given all notices, obtained all consents and has every other lawful basis required to share that personal information with us.

6.8 Copyright Complaints About the Website

If you believe that material on the Website infringes your copyright, notify our agent designated under 17 U.S.C. § 512(c)(2) and 37 C.F.R. § 201.38, as described in Section 7.2 of our DMCA & Copyright Policy:

• Designated agent: DMCA designated agent name
• Mailing address: DMCA agent mailing address
• Email: DMCA agent email
• Copyright Office designated-agent registration number: designated-agent registration number

Your notice must substantially comply with 17 U.S.C. § 512(c)(3)(A). The required elements and our counter-notification procedure are set out in Sections 7.3 to 7.5 of that Policy, and Section 7.6 sets out the policy we have adopted and reasonably implement, consistent with 17 U.S.C. § 512(i)(1)(A), for terminating in appropriate circumstances subscribers and account holders who are repeat infringers. If a Takedown Notice we sent for a Client wrongly targeted your material, use the Platform’s counter-notification process and contact us as that Policy describes.

Article 7 Legal Status, Disclaimers, Liability and Indemnification

We are not your lawyers, we cannot guarantee enforcement results, our liability is limited as far as the law allows, and each party covers specified third-party claims caused by its own conduct.

7.1 No Legal Advice and No Attorney–Client Relationship

Copyright Library is not a law firm and does not practice law. When our personnel prepare, sign and submit Takedown Notices, Platform complaints or rights-management claims, they act as your authorized agent under Article 3, as “a person authorized to act on behalf of the owner” (17 U.S.C. § 512(c)(3)(A)(i)), and not as your attorneys, even if a staff member is admitted to practice law somewhere.

1. No legal advice. Scan results, reports, Website content and our communications are not legal advice. Our fair-use and match review under Section 3.3 decides whether we are willing to act; it does not advise you on your rights.
2. No privilege. Communications with us are not protected by the attorney–client privilege. Assume they may be disclosed in litigation, in response to a subpoena or to a Platform during an Enforcement Action. Ask your own counsel before forwarding their advice to us, as doing so may waive privilege.
3. Independent counsel. An attorney–client relationship arises only under a separate engagement between you and independent counsel, as described in Section 3.6. We do not direct counsel’s professional judgment and are not responsible for counsel’s advice or conduct.
4. State practice rules. Each state regulates who may practice law, and the rules vary. For example, Cal. Bus. & Prof. Code § 6125 provides that no person may practice law in California unless that person is an active licensee of the State Bar. We therefore do not give legal opinions on ownership, validity, infringement or fair use, draft pleadings, or represent you before any court, tribunal or agency, and we will decline or refer under Section 3.6 any task that would constitute the practice of law.
5. Your own counsel. Obtain advice from your own licensed attorney on ownership, registration, fair use, licensing, Counter-Notifications and litigation.

7.2 No Guarantee of Outcomes

Enforcement depends on Platforms, website operators, uploaders and courts that we do not control (see Section 2.5). Except as expressly stated in your Order Form or Statement of Work, we do not guarantee:

1. detection of every copy, or of any particular copy, of Client Content (see Section 2.4);
2. that any content will be removed, restricted or demonetized, or within any period;
3. any Platform decision on strikes, claims, disputes or account penalties, or that content will stay down after a Counter-Notification;
4. that any monetization claim will be accepted or maintained, or that any Recovered Revenue will be obtained, paid or retained;
5. that anonymous or offshore operators will act on a notice; or
6. that removed content will not be uploaded again.

Estimates, match counts, case studies and statistics on the Website or in any scan, proposal or report are illustrative, not promises.

7.3 Disclaimer of Warranties

In particular, we do not warrant that:

1. scan results are accurate or complete; a scan is a preliminary assessment that may contain false positives and false negatives (see Section 2.2);
2. the Website will be uninterrupted, secure, error-free or free of harmful code; or
3. data from Platforms, APIs or other third parties is accurate or will remain available. Third-party services operate under their own terms, and we make no warranty about them.

Some states do not allow the exclusion of certain implied warranties. Where such a law applies to you, the affected exclusion applies only to the extent that law permits. Provisions that do not apply to New Jersey consumers are identified in Section 7.5(d).

7.4 Limitation of Liability

Subject to Section 7.5, and to the fullest extent permitted by law:

1. Excluded damages. Neither party, nor its affiliates, personnel or subcontractors, will be liable for indirect, incidental, consequential, special, exemplary or punitive damages, or for lost profits, lost revenue (including revenue that could have been earned or recovered from copies that were not detected, removed or claimed), loss of goodwill or loss of data, arising out of or relating to the Agreement, the Website or the Services, under any theory, including contract, tort (including negligence) or statute, even if advised of their possibility.
2. Cap for Clients. Each party’s total liability arising out of or relating to an Order Form or Statement of Work will not exceed the fees paid and payable by the Client under it in the twelve months before the first event giving rise to liability.
3. Cap for Website-only use. If you use only the Website, including by submitting scan requests, and have no Order Form, our total liability to you will not exceed one hundred US dollars (US $100). This amount is a liability cap only, not a price or fee.
4. Aggregate; allocation of risk. The caps apply in the aggregate to all claims, including claims against a party’s affiliates, personnel or subcontractors, and multiple claims do not enlarge them. These limits are an essential basis of the bargain and apply even if a limited remedy fails of its essential purpose.

7.5 Exceptions and Non-Waivable Rights

1. Exceptions. The exclusions and caps in Section 7.4 do not apply to: (i) the Client’s obligation to pay amounts due under an Order Form or Statement of Work; (ii) our obligation to remit Recovered Revenue we have actually received that is due to the Client; (iii) either party’s obligations under Section 7.6 or 7.7; (iv) a party’s breach of Section 6.6; (v) a party’s fraud, gross negligence or willful misconduct; or (vi) liability that cannot be limited under applicable law.
2. Fraud, willful injury and violations of law. Nothing in these Terms exempts any person from responsibility for its own fraud, willful injury to the person or property of another, or violation of law. California law states the rule expressly:

   All contracts which have for their object, directly or indirectly, to exempt anyone from responsibility for his own fraud, or willful injury to the person or property of another, or violation of law, whether willful or negligent, are against the policy of the law.

   Cal. Civ. Code § 1668

3. Non-waivable rights. Nothing in these Terms limits a right under consumer protection or other law that cannot be waived by contract. Any disclaimer or limitation in conflict with such a law applies to the fullest extent that law allows.
4. New Jersey consumers. In light of the New Jersey Truth-in-Consumer Contract, Warranty and Notice Act, N.J. Stat. Ann. § 56:12-14 et seq., if you are a consumer residing in New Jersey, the following do not apply to you: (i) the exclusion of punitive damages in Section 7.4(a); (ii) Section 7.4, insofar as it would limit our liability for personal injury or property damage caused by our negligence; and (iii) Section 7.6, insofar as it would require you to indemnify us for claims caused by our own negligence. All other provisions apply in full, and none is intended to violate a clearly established legal right of a New Jersey consumer.

7.6 Indemnification by the Client

The Client will defend Copyright Library, its affiliates and their personnel and subcontractors against any third-party claim, suit or proceeding, including one brought by a Platform, uploader or government authority, and will indemnify them for resulting damages, judgments, settlements approved under Section 7.8, penalties and reasonable attorneys’ fees, to the extent arising from:

1. inaccurate, incomplete or misleading information supplied by or for the Client about ownership, licenses, chain of title or authority to enforce the Rights (see Sections 4.1 and 4.2);
2. any claim under 17 U.S.C. § 512(f), or similar misrepresentation claim, to the extent based on information, instructions or approvals supplied by the Client (see Section 4.3);
3. litigation arising from a Counter-Notification or from the Client’s decision whether to file the action described in Section 3.5, including any declaratory-judgment action by an uploader;
4. any act we take, or decline to take, in accordance with the Client’s instructions or approvals;
5. the Client’s breach of Article 4; or
6. Client Content or Client Data, including any claim that Client Content, or our use of it under Section 6.4, infringes a third party’s rights.

This Section does not apply to the extent a claim results from our acting outside our authority or contrary to the Client’s written instructions (governed by Section 7.7(b)), or from our fraud, gross negligence or willful misconduct.

7.7 Indemnification by Copyright Library

1. Intellectual-property claims. We will defend the Client against any third-party claim that the Website, or software, tools or report templates owned by us and used in accordance with the Agreement, infringe a United States patent, copyright or trademark or misappropriate a trade secret under United States law, and will indemnify the Client for resulting losses of the kinds listed in Section 7.6. This does not cover claims arising from Client Content, Client Data or Client instructions; Platforms or other third-party software, services or data; modifications not made by us; combinations with items we did not supply; or use continued after we have told the Client to stop.
2. Unauthorized notices. We will likewise defend and indemnify the Client to the extent a third-party claim arises from a Takedown Notice or Platform claim we submitted in the Client’s name outside the authority granted under Section 3.1, or contrary to written instructions received in time to act on them.
3. Remedies. If the Website or our tools become, or are likely to become, the subject of a claim under paragraph (a), we may at our expense modify them to be non-infringing without materially reducing functionality, replace them with a functional equivalent, obtain a license, or, if none of these is commercially reasonable, terminate the affected Services and refund prepaid fees for Services not yet performed.
4. Exclusive remedy. Paragraphs (a) and (c) state our entire liability for intellectual-property claims concerning the Website and our tools.

7.8 Indemnification Procedure

Sections 7.6 and 7.7 are subject to the following procedure:

1. Prompt notice. The party seeking protection must give written notice of the claim under Section 8.8 promptly. Delay relieves the defending party only to the extent it materially prejudices the defense.
2. Control of the defense. The defending party controls the defense and settlement through licensed counsel reasonably acceptable to the party seeking protection, which may participate through its own counsel at its own expense. If the defending party does not assume the defense before a response is due, the party seeking protection may defend at the defending party’s reasonable expense.
3. Cooperation. The party seeking protection will provide reasonable cooperation and relevant records, including those kept under Section 3.8, at the defending party’s expense for reasonable out-of-pocket costs.
4. Settlement. The defending party may not, without the prior written consent of the party seeking protection (not to be unreasonably withheld), settle a claim on terms that admit that party’s fault or liability, impose on it any obligation other than a payment funded by the defending party, or fail to release it unconditionally. The party seeking protection may not settle a covered claim without the defending party’s consent.
5. Shared responsibility. Where a claim falls partly within Section 7.6 and partly within Section 7.7, each party bears costs and losses in proportion to its responsibility and the parties will cooperate in good faith on the defense.

Article 8 Dispute Resolution, Governing Law and General Provisions

Disputes are negotiated first and then, absent an opt-out or exception, arbitrated individually; this Article also sets governing law, venue and general terms.

8.1 Informal Dispute Resolution

Before starting an arbitration or court action, the party asserting a claim (the “Claimant”) must send the other party a written “Notice of Dispute”. Notices of Dispute to us go by email to legal notices email address or by mail or courier to registered business address; ours go to the contact details we hold for you. A Notice of Dispute must state:

1. the Claimant’s name and contact details and, for a Client, the Order Form concerned;
2. the nature and factual basis of the claim, including any channel or Enforcement Action involved;
3. the specific relief sought, with a good-faith calculation of any amount claimed; and
4. the signature of the Claimant or its authorized representative and, if the Claimant is represented, of its counsel.

Each Notice of Dispute may concern only one Claimant. For sixty days after a complete Notice of Dispute is received, or longer if the parties agree in writing, the parties will try in good faith to resolve the dispute, including, at either party’s request, at an individualized telephone or video conference attended by the Claimant personally (with any counsel) and a representative of the other party with settlement authority.

Limitation periods for the claims described in a complete Notice of Dispute are tolled from its receipt until this period ends. Compliance with this Section is a condition precedent to any arbitration or court action other than a request for urgent relief under Section 8.4(c).

8.2 Binding Individual Arbitration

(a) Scope. Except as provided in Sections 8.4 and 8.5, any dispute, claim or controversy between you and Copyright Library arising out of or relating to the Agreement, the Website, the Services, a scan request or an Enforcement Action, on any legal theory and whether arising before or after you accepted these Terms (a “Dispute”), will be resolved exclusively by final and binding arbitration before a single neutral arbitrator.

(b) Federal Arbitration Act. The Agreement evidences a transaction involving interstate commerce, and the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), governs the interpretation and enforcement of this Article 8. Under the FAA, an agreement to arbitrate:

… shall be valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract …

9 U.S.C. § 2

(c) Administrator and rules. The American Arbitration Association (“AAA”) will administer the arbitration under its Consumer Arbitration Rules where you are an individual using the Website or Services primarily for personal, family or household purposes, and otherwise under its Commercial Arbitration Rules, in each case as in effect when the arbitration is filed and as modified by this Article 8. If the AAA cannot act and the parties cannot agree on a substitute, a court may appoint an arbitrator under 9 U.S.C. § 5.

(d) Delegation. The arbitrator decides all questions of the interpretation, applicability, enforceability and formation of this agreement to arbitrate, including unconscionability, except that a court decides: (i) the scope, validity and enforceability of Section 8.3; (ii) the application and enforceability of Section 8.6; (iii) whether you validly opted out under Section 8.5; and (iv) any issue federal law reserves to a court, including under 9 U.S.C. § 402(b).

(e) Fees. Under the Consumer Arbitration Rules, we will pay the fees the AAA consumer fee schedule assigns to the business and, on request, reimburse your filing fee, unless the arbitrator finds your claim frivolous or brought for an improper purpose under Federal Rule of Civil Procedure 11(b). Otherwise the Commercial Arbitration Rules allocate fees, but we will pay any portion the arbitrator finds necessary to keep costs from being prohibitive compared with litigation. Where California Code of Civil Procedure §§ 1281.97–1281.98 apply, we will pay the fees and costs they require of the drafting party within the periods they prescribe.

(f) Hearing. Hearings take place by video or telephone unless the arbitrator orders an in-person hearing, which will be held in the county where you reside or have your principal place of business, or at another place the parties agree.

(g) Relief and award. The arbitrator will apply the law and limitation periods a court would apply and may award any individual remedy available in court, but declaratory or injunctive relief only in favor of the party seeking it and only to the extent necessary to provide relief warranted by that party’s individual claim. The award will be written and state its essential findings and conclusions. It binds only the parties, and judgment on it may be entered in any court of competent jurisdiction under 9 U.S.C. § 9.

8.3 Class, Collective and Representative Action Waiver; Jury Waiver

(a) Individual claims only. You and we may bring claims against each other only individually, not as a plaintiff or class member in any class, collective, consolidated or representative proceeding, and the arbitrator may not consolidate different persons’ claims, except as Section 8.6 permits. The FAA preempts state-law rules treating class-arbitration waivers in consumer contracts as unconscionable: AT&T Mobility LLC v. Concepcion, 563 U.S. 333 (2011).

(b) Severance. If a court finally holds this waiver unenforceable as to a claim or request for relief, only that claim or request is severed for decision by a court under Section 8.7 after individual arbitration of all other claims, with the court action stayed meanwhile. No Dispute will proceed as a class arbitration.

(c) Public injunctive relief. In McGill v. Citibank, N.A., 2 Cal. 5th 945 (2017), the California Supreme Court held unenforceable under California law a pre-dispute agreement waiving the right to seek public injunctive relief in any forum. Where applicable state law makes that right non-waivable, a request for public injunctive relief will be severed and handled as described in paragraph (b).

(d) Jury waiver. To the fullest extent permitted by law, if a Dispute proceeds in court, you and we waive trial by jury. Pre-dispute jury waivers are not enforceable in some states, including California; where such a rule governs a Dispute, this waiver does not apply to it.

8.4 Exceptions: Small Claims, Intellectual Property and Urgent Relief

The following matters need not be arbitrated:

1. Small claims. Either party may bring an individual action in a small claims court of competent jurisdiction while it remains there individually.
2. Intellectual property and Website misuse. Either party may sue in court for infringement or misappropriation of its copyrights, trademarks or trade secrets, and we may sue in court over misuse of the Website described in Section 6.2. This exception does not cover Disputes about the performance, scope or fees of the Services, Recovered Revenue or an Enforcement Action taken or declined on your behalf.
3. Urgent relief. Either party may seek temporary or preliminary injunctive relief from a court to prevent irreparable harm or preserve the status quo pending arbitration, without waiving arbitration of the merits.
4. Sexual harassment and sexual assault disputes. Under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021, 9 U.S.C. §§ 401–402, a person alleging a sexual harassment or sexual assault dispute may elect that no pre-dispute arbitration agreement or joint-action waiver applies to a related case, which may then proceed in court; a court decides whether the Act applies.

8.5 Thirty-Day Right to Opt Out

You may opt out of arbitration by written notice sent within thirty days after you first accept these Terms or, if you are a Client, after you sign your first Order Form, whichever is later, by email to legal notices email address or by mail or courier to registered business address. The notice must give your name and contact details and state clearly that you opt out of arbitration. It may be sent by you, your authorized representative or your attorney, and covers only the person or organization it names.

If you opt out, Sections 8.2, 8.3(a)–(c), 8.4 and 8.6 do not apply to you and Disputes will be resolved in court under Section 8.7; the rest of the Agreement, including Sections 8.1 and 8.3(d), is unaffected. Your opt-out continues under later versions of these Terms and later Order Forms.

Notwithstanding Section 1.8, if we materially change this Article 8, you may, within thirty days after the change takes effect, either opt out as described above or reject only the change, in which case the version you last accepted continues to govern. No change applies to a Dispute for which a Notice of Dispute was received before the change took effect.

8.6 Mass Arbitration Procedures

(a) Application. This Section applies when twenty-five or more Notices of Dispute or arbitration demands raising substantially similar Disputes are submitted within ninety days by or with the assistance of the same or coordinated counsel (a “Mass Filing”). The AAA’s supplementary rules for multiple or mass case filings in effect when the arbitration is filed apply to the extent consistent with this Section.

(b) Staged process. Unless the parties agree otherwise:

1. counsel will confer in good faith to resolve or streamline the claims;
2. up to twenty claims, half selected by the claimants’ counsel and half by us, will proceed first as individual arbitrations while the remaining claims await filing;
3. within sixty days after the last of those awards, the parties will attend a global mediation, for which we will pay the mediator’s fees; and
4. claims not resolved in mediation may be filed in batches of up to one hundred, each batch no more than thirty days after the previous one, or in larger batches if the parties agree or a court orders them to avoid unreasonable delay.

(c) Protections for claimants. The limitation period for each claim in a Mass Filing is tolled from receipt of its complete Notice of Dispute until the claim is filed. Once a claim is filed, we will pay the AAA fees assigned to us, within the periods required by California Code of Civil Procedure §§ 1281.97–1281.98 where they apply. Each claim is decided individually, and no outcome binds any other claimant.

(d) Enforcement and severance. Courts have scrutinized staged and batched arbitration procedures, and their enforceability is unsettled and varies by jurisdiction. If a court holds any part of this Section unenforceable as to a Mass Filing, that part is severed and the claims proceed as individual arbitrations under the otherwise applicable AAA rules, never as a class.

8.7 Governing Law, Venue and Time Limits

(a) Governing law. The FAA governs this Article 8, and federal law, including the Copyright Act, governs where it applies. Otherwise the laws of the State of governing-law state govern the Agreement and any Dispute, without regard to conflict-of-law rules that would apply another jurisdiction’s law. If you are a consumer, this does not deprive you of non-waivable protections of the law of your state of residence. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

(b) Venue. Any Dispute that proceeds in court, and any action to compel, confirm or vacate an arbitration, will be brought exclusively in the state or federal courts located in the State of governing-law state; claims within exclusive federal jurisdiction, including copyright claims under 28 U.S.C. § 1338(a), will be brought in the federal district court there. Each party consents to the personal jurisdiction of those courts and waives any inconvenient-forum objection. This does not restrict small-claims actions, enforcement of a judgment or award elsewhere, or a consumer’s non-waivable right to sue at home.

(c) Time limits. Nothing in the Agreement shortens any statute of limitations, and the tolling in Sections 8.1 and 8.6 only extends limitation periods. For example:

No civil action shall be maintained under the provisions of this title unless it is commenced within three years after the claim accrued.

17 U.S.C. § 507(b)

8.8 General Provisions, Notices and Contact

1. Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including Platform outages or policy changes, withdrawal or modification of APIs or rights-management tools, government action, natural disasters, war and cyberattacks not caused by the affected party’s failure to maintain reasonable security. The affected party will notify the other promptly and use reasonable efforts to resume performance. Payment obligations are not excused.
2. Assignment. You may not assign the Agreement without our prior written consent, which we will not unreasonably withhold for an assignment to a successor owner of the Rights. We may assign it on written notice to an affiliate or to a successor by merger, acquisition or sale of substantially all relevant assets; you may then revoke our authority under Section 3.7. Any other purported assignment is void.
3. Relationship. The parties are independent contractors. Except for the agency under Article 3 and the duties described in Section 5.3, the Agreement creates no partnership, joint venture, employment or fiduciary relationship, and neither party may bind the other.
4. No third-party beneficiaries. Except for persons protected by the indemnities and limitations in Article 7, no third party, including any Platform or uploader, has rights under the Agreement.
5. Severability. An invalid or unenforceable provision will be enforced to the maximum extent permissible, and the remaining provisions stay in effect; Sections 8.3 and 8.6 contain their own severance rules.
6. Waiver. Delay or failure in exercising a right is not a waiver; a waiver must be in a writing signed by the waiving party.
7. Entire agreement. The Agreement, including the documents incorporated under Section 1.6, is the entire agreement on its subject matter and supersedes prior proposals, Website content and understandings. Amendments require Section 1.8 or a writing signed by both parties. Nothing here limits liability for fraud.
8. Language. The English version controls over any translation unless law requires otherwise.

Notices. Notices may be given electronically under Section 1.4, consistent with 15 U.S.C. § 7001 et seq. Legal notices to us, including Notices of Dispute and opt-outs, must use the contact details below; we will use the email address you provided. A notice is deemed given when sent by email unless a delivery-failure message is received, when delivered by courier, or when delivered or refused if sent by certified mail, return receipt requested.

Contact. legal entity name, registered business address; email legal notices email address; telephone telephone number.

Notice to California users. California Civil Code § 1789.3 entitles California users to the following information. The provider’s name, address and telephone number are stated under “Contact” above. Using the Website and submitting a scan request are free of charge; charges for Services arise only under an Order Form, as described in Article 5. Complaints may be raised with us under Section 8.1. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.