Terms of Service

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION AND WAIVER OF JURY TRIAL. PLEASE READ IT CAREFULLY BEFORE AGREEING.

Last Updated: September 25, 2024

Baton Media Inc. (hereinafter “Baton”, “we”, or “us”) provides the website https://www.baton.media/ (the “Site”), our mobile application (the “App”), our software, data, content, information, tools, functionality, updates, and similar materials delivered or provided by us (collectively, the “Service”), subject to your agreement to and compliance with the conditions set forth in this Terms of Service (this “Agreement”).

This Agreement sets forth the legally binding terms and conditions governing your use of the Service. By clicking “Accept,” or by using the Service, you are agreeing to this Agreement and creating a binding contract with us. If you do not agree to these terms and conditions, you may not use the Service, please PROMPTLY EXIT THE SITE AND/OR APP.

This Agreement is subject to change. If this Agreement changes, we will let you know by posting the revised Agreement on the Service and/or otherwise making you aware of the changes by notifying you by email to the email address specified in your account. Your continued use of the Service following our notice of changes to this Agreement (or other method of legal acceptance) means you accept such changes. Please refer to the “Last Updated” date above to see when this Agreement was last updated. You are responsible for ensuring we have an up-to-date active and deliverable email address for you, and for periodically accessing the Service and reviewing this Agreement to check for any changes.

1. License

   As long as you are in compliance with the conditions of this Agreement and all incorporated documents, we hereby grant you a limited, revocable, non-assignable, non-transferrable, non-sublicensable, non-exclusive license to access, receive, and use the Service. Baton reserves all rights in and to the Service that are not explicitly granted to you under this Agreement. The terms of this Agreement will govern any content, materials, or services accessible from or purchased within the App as well as upgrades provided by Company that replace or supplement the original App, unless such upgrade is accompanied by a new or revised agreement.

2. Incorporated Terms

   The following additional terms are incorporated into this Agreement as if fully set forth herein:

   • Privacy Policy – available at Baton - Privacy Policy (the “Privacy Policy”)

3. Overview

   The Service is designed to serve as an online platform designed to, among other things, connect content creators (“Contributors”) with producers of more elaborate creative works (“Producers”).

   In order to access or use certain aspects of our Service, its content, or its functionality, you may need to create an account with us (“Account”). Each Account may be required to be paired with one or more payment methods (“Payment Method”), including without limitation your bank account, credit card number, credit card verification or other security code, the expiration date of your credit card, and your address. All information about your Payment Method(s) must be accurate and complete. Verification of information may be required prior to the completion or acknowledgment of setting up any Payment Method.

   For the purposes of this Agreement, if you are an employee, agent, or other representative of a company or an organization, “you”, “your”, and similar terms shall refer to such entity and your ability to bind it legally to the terms of this Agreement.

4. Eligibility

   You must be at least thirteen (13) years old to use the Service. By creating an Account, or submitting material through the Service, you represent that you meet this minimum age requirement.

   Some parts of the Service may not be available to the general public, and we may impose additional eligibility rules from time to time on those portions of the Service. We reserve the right to amend or eliminate these eligibility requirements at any time.

   By using the Service, you represent and warrant that you have the right, authority, and capacity to enter into this Agreement, and that you commit to abide by all the terms and conditions herein.

5. Important Notices

   This Agreement and the Privacy Policy are subject to the provisions of the European Union General Data Protection Regulation (“EU GDPR”), the United Kingdom General Data Protection Regulation (“UK GDPR, together with the EU GDPR, the “GDPR”), and other applicable privacy laws. Baton agrees that under the GDPR, Baton is a data “Controller”, and that you, if you are located in the European Economic Area, Switzerland, the United Kingdom, or Northern Ireland, are a “Data Subject” with certain protected privacy rights concerning your “Personal Data”, and Baton will take commercially reasonable steps to maintain compliance with GDPR requirements.

   While we make reasonable efforts to ensure that the Service remains available at all times, we do not represent or warrant that access to the Service will be error-free or uninterrupted, or without defect, and we do not guarantee that you will be able to access or use the Service, or its features, at all times.

   The Service, and any Content (defined below) posted therein, are for information purposes only. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service, or any part thereof, with or without notice.

   The Service may contain typographical errors or inaccuracies and may not be complete or current. We reserve the right to correct any such errors, inaccuracies, or omissions and to change or update information at any time without prior notice.

6. Transactions, Payments, and Termination

   The Service may require the payment of fees in the event a Producer uses the content of a Contributor (a “Transaction”). Each Transaction shall be governed by the terms of an agreement between the Producer and Contributor (each, a “Contributor Agreement”). If you are a Producer, and have entered into a Transaction with a Contributor, your Payment Method may be charged in the amounts and at the times identified in the Contributor Agreement (“Contributor Fees”). Producers’ Payment Method may also be charged a transactional and/or service fee (“Service Fee”, and together with Contributor Fees, “Fees”) in connection with a given Transaction. For the avoidance of doubt, we are not a party to any Contributor Agreement, and each Contributor Agreement will be a contract solely between Producer and Contributor.

   Fees and other charges do not include federal, local, foreign, or similar transaction taxes (“Taxes”) now or hereafter levied, all of which shall be your responsibility. If we are required to pay Taxes on your behalf, you shall be invoiced for such Taxes and shall reimburse us for such amounts as described herein. If you do not pay at the time you order, we will invoice you for the applicable fees at our election (i) on a monthly basis in advance, with all invoices due no less than five (5) days before the start of the month to which the invoice applies, or (ii) when such Fees are due, with such invoice being due within five (5) days of issuance by us.

   To collect and/or process Fees, we use third parties to process payments (each a “Payment Processor”). The processing of payments will be subject to the terms, conditions and privacy policies of the applicable Payment Processor in addition to this Agreement. We are not responsible for error by the applicable Payment Processor. You agree to provide us accurate and complete information about you and your chosen Payment Method. You authorize us to share such information as well as transaction information with the Payment Processor. As a user of the Service, if applicable, you agree to pay, through the applicable Payment Processor, all charges described in the applicable Contributor Agreement and any related Service Fees. You agree to make payment using that selected Payment Method, and you authorize us, through the applicable Payment Processor, to charge your Payment Method at the times and in the amounts associated with such Contributor Agreement, including the applicable Service Fees. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment. You represent and warrant that you have the legal right to use any credit card(s) or other payment means used to initiate any transaction.

   We may charge a subscription fee for some services on the Service. Your subscription is continuous and will be automatically renewed at the end of the applicable subscription period, unless you cancel your subscription before the end of the then-current subscription period by clicking here. If you cancel your subscription, your account’s access to our Service will automatically end at the end of your current billing period. Baton may change the price for your subscription, from time to time and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes will take effect at the start of the next subscription period following the date after the price change takes effect. If you do not agree with a price change, you have the right to reject the change by unsubscribing from the Service prior to the price change going into effect. For any subscription products, you agree that your license to the Service is not a service, repair or maintenance to real or personal property.

   In addition to other applicable remedies, we reserve the right to suspend and/or terminate your access to the Service and/or terminate this Agreement if your Payment Method is declined or fails and Customer’s account therefore is delinquent. Charges to delinquent accounts are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection, including reasonable attorneys’ fees and court costs. In the event that your subscription is cancelled for any reason, you will need to resubscribe in order to access the Service.

   A user may terminate its Account or use of the Service at any time. To terminate an Account, the user must login to their Account and follow the instructions for termination. Users without an Account may cease use of the Service by simply no longer accessing or using the Service. You understand that if you delete your account, your Submissions and Content may be deleted.

7. Rules of Conduct

   Your use of the Service is conditioned on your compliance with the terms of this Agreement, including but not limited to these rules of conduct.

   You represent and warrant:

   • that the information that you have provided on the Service is complete, accurate, and true, and agree to update it as necessary;
   • that you, and, if applicable, the business or entity that you represent on the Service, have/has the express, informed consent of any person(s) whose personal or contact information that you will provide us, either directly or through the Service;
   • you, and, if applicable, the business or entity that you represent on the Service, have the legal rights and authorizations to post, upload, communicate with us about, and make decisions based upon, the materials or information that you make available, or that is otherwise available, on the Service (including all Submissions and Content), as required by applicable law, regulation, and best industry standards; and
   • you, and, if applicable, the business or entity that you represent on the Service, are/is not a competitor of ours.

   You agree that you will not violate any applicable law or regulation in connection with your use of the Service or any Content (as defined below) contained therein.

   You are solely responsible for any and all of the actions you take, or decisions that you make, relating to or arising from your use of the Service.

   You agree not to distribute, upload, make available or otherwise publish through the Service any suggestions, information, ideas, comments, causes, promotions, documents, questions, notes, plans, drawings, proposals, or materials similar thereto (“Submission”) or any graphics, text, information, data, designs, instructions and/or schematics, links, profiles, audio, photos, software, music, sounds, video, comments, messages or tags, or similar materials (collectively “Content”) that:

   • is unlawful or unethical, or that encourages another to engage in anything unlawful or unethical;
   • contains a virus or any other similar programs or software which may damage the operation of our or another’s computer(s);
   • violates the rights of any party or infringes upon the patent, trademark, trade secret, copyright, right of privacy or publicity or other intellectual property right of any party; or
   • is libelous, defamatory, pornographic, obscene, lewd, indecent, inappropriate, invasive of privacy or publicity rights, abusing, harassing, threatening, or bullying.

   You must keep your username and password and any other information needed to login to the Service, if applicable, confidential, and secure. We are not responsible for any unauthorized access to your Account or profile by others.

   You further agree that you will not do any of the following:

   • copy or distribute the Service;
   • modify, create derivative works of, adapt, translate, copy, reverse engineer, decompile or disassemble any portion of the Service;
   • assign, sublicense, rent, timeshare, loan, lease or otherwise transfer the Service, or directly or indirectly permit any third party to copy and install the App on a device not owned and controlled by you;
   • remove any proprietary notices (g., copyright and trademark notices) from the Service or its documentation;
   • interfere with or disrupt the operation of the Service, including restricting or inhibiting any other person from using the Service by means of hacking or defacing;
   • transmit to or make available in connection with the Service any denial-of-service attack, virus, worm, Trojan horse or other harmful code or activity;
   • attempt to probe, scan, or test the vulnerability of a system, a network, or the Service or to breach security or authentication measures without proper authorization;
   • take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
   • harvest or collect the email address, contact information, or any other personal information of other users of the Service;
   • use any means to crawl, scrape or collect content from the Service via automated or large group means;
   • submit, post, or make available false, incomplete, or misleading information to the Service, or otherwise provide such information to us;
   • breach, through the Service, any agreements that you enter, or have entered, into with any third parties;
   • stalk, harass, injure, or harm yourself or another individual, or attempt to do any of the foregoing, through the Service;
   • direct or encourage another user or individual, through the Service, to do something, go to a place that is unsafe, or that a similarly situated, reasonable person wouldn’t have an expectation of safety; or
   • impersonate any other person or business.

   You are not licensed to access any portion of the Service that is not public, and you may not attempt to override any security measures in place on the Service.

   We reserve the right, in our sole discretion, to protect our users from violators and violations of these rules of conduct, including but not limited to restricting your use of the Services, restricting your ability to upload Submissions or Content, immediately terminating your use of the Service, or terminating your use of the Service by blocking certain IP addresses from accessing the Service. Notwithstanding the foregoing, our unlimited right to terminate your access to the Service shall not be limited to violations of these rules of conduct.

8. Content Submitted or Made Available to Us

   You are under no obligation to submit anything to us or through use of the Service, and unless otherwise noted, we will not claim ownership of any Submissions or Content. However, in order for us to provide the Service, we need your permission to process, display, reproduce, create derivative works, and otherwise use and make available to others the Submissions or Content that you make available to us, if any. Therefore, if you choose to submit any Submissions or Content through or on the Service, or otherwise make available any Submissions or Content through the Service, you hereby grant us a perpetual, irrevocable, transferrable, sub-licensable through multiple tiers, non-exclusive, worldwide, royalty-free license to use the Submissions or Content in any manner Baton desires, including to copy, reproduce, use, modify, display, delete in its entirety, adapt, publish, perform, distribute, translate and create derivative works from any such Submissions or Content, including without limitation distributing part or all of the Submissions or Content in any media format through any media channels.

   By submitting any Submissions or Content to us you hereby agree, warrant and represent that: (a) the Submissions and Content do not contain proprietary or confidential information, and the provision of the Submissions and Content is not a violation of any third-party’s rights; (b) all such Submissions and Content are accurate and true, (c) we are not under any confidentiality obligation relating to the Submissions, or Content; (d) we shall be entitled to use or disclose the Content or Submissions in any way, to the maximum extent permissible under applicable law; and (e) you are not entitled to compensation or attribution from us in exchange for the Submissions or Content.

   Baton does not regularly review posted Submissions and Content, but does reserve the right (but not the obligation) to monitor and edit or remove any Submissions and Content submitted to the Service. You grant Baton the right to use the name that you submit in connection with any Submission or Content. You agree not to use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any Submission or Content. You are and shall remain solely responsible for the content of any Submission or Content you make. Baton and its affiliates take no responsibility and assume no liability for any Submission or Content submitted by you or any third party.

   Notwithstanding anything to the contrary, the Service may permit you to change the privacy settings for each Submission and Content. For example, you may restrict access, making certain Submissions and Content private, publicly available, or accessible only by certain users of the Service (including individual collaborators), or you may restrict the ability to download or edits your Submissions and Content. If you elect to use the privacy settings, other users may send you requests to listen to, download, or edit your Submissions and Content. If you elect to make your Submissions or Content freely available to other users, you agree that Baton may publish, display, or post such Submissions or Content on the Service and in Baton’s marketing materials and identify you by user name as the author of such Submissions.

   You acknowledge that we are under no obligation to maintain the Service, or any information, materials, Submissions, Content, or other matter you submit, post, or make available to or on the Service. We reserve the right to withhold, remove and or discard any such material at any time.

9. Content Shared Through the Service

   You understand that by sharing information on the Service, by participating in the Service, and by requesting information to be sent through, or downloading information from, the Service, you may be revealing information about yourself, the entity that you represent, or your business that may include financial, credit, or similar information, including with other users. You understand and acknowledge that you are fully aware and responsible for the impact of sharing such materials and using the Service, and you agree that we shall not be held responsible, and we shall be released and held harmless by you from any liability or damages arising out of such conduct.

10. Copyright Policy

    We disclaim any responsibility or liability for copyrighted materials posted on the Service. If you believe in good faith that any material posted on the Service infringes the copyright in your work, please contact our copyright agent, designated under the Digital Millennium Copyright Act (“DMCA”) (17 U.S.C. §512(c)(3)), with correspondence containing the following:

    • A physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of the copyright that is allegedly infringed;
    • Identification of the copyrighted work claimed to have been infringed;
    • Identification, with information reasonably sufficient to allow its location, of the material that is claimed to be infringing;
    • Information reasonably sufficient to permit us to contact you;
    • A statement that you have 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;
    • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
    • Your full legal name and electronic or physical signature.

    You acknowledge that if you fail to comply with all of the requirements of this policy, your DMCA notice may not be valid. For any questions regarding this procedure, or to submit a complaint, please contact our designated DMCA Copyright Agent:

    Copyright Agent Baton Media Inc. Building 77, 141 Flushing Ave. #1314 Brooklyn, New York 11205 E-mail: [email protected] Phone: 1-646-917-8027

    We maintain a policy of removing repeat infringers from our Service and will remove your account if you or your content is the subject of repeated valid takedown requests.

11. Complaint Policy (Including Trademark and Privacy)

    If you believe in good faith that any material posted on the Service infringes any of your rights other than in copyright, or is otherwise unlawful, you must send a notice to containing the following information:

    • Your name, physical address, e-mail address and phone number;
    • A description of the material posted on the Service that you believe violates your rights or is otherwise unlawful, and which parts of said materials you believe should be remedied or removed;
    • Identification of the location of the material on the Service;
    • If you believe that the material violates your rights, a statement as to the basis of the rights that you claim are violated;
    • If you believe that the material is unlawful or violates the rights of others, a statement as to the basis of this belief;
    • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized and that the information you are providing is accurate to the best of your knowledge and in good faith; and
    • Your physical or electronic signature.

    If we receive a message that complies with all of these requirements, we will evaluate the submission, and if appropriate, in our sole discretion, we will act. We may disclose your submission to the poster of the claimed violative material, or any other party.

    All notices given by you or required under this Agreement shall be in writing and addressed to: Baton Media Inc., Building 77, 141 Flushing Ave. #1314, Brooklyn, New York 11205, or sent via email to [email protected].

12. Our Intellectual Property

    Our graphics, logos, names, designs, page headers, button icons, scripts, and service names are our trademarks, trade names and/or trade dress. The “look” and “feel” of the Service (including color combinations, button shapes, layout, design, and all other graphical elements) are protected by U.S. copyright and trademark law. All product names, names of services, trademarks, and service marks (“Marks”) are our property or the property of their respective owners, as indicated. You may not use the Marks or copyrights for any purpose whatsoever other than as permitted by this Agreement.

    You acknowledge that the Service, all pages, features, and content within the Service, and all enhancements, updates, upgrades, corrections, and modifications thereto, all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the software (or any enhancements, corrections, or modifications) and any and all documentation therefor, are and shall remain our sole and exclusive property and/or that of our licensors, as the case may be. This Agreement does not convey title or ownership to you, but instead gives you only the limited rights set forth herein.

    The contents of the Service may not be copied, distributed, modified, reproduced, published or used, in whole or in part, except for purposes authorized by this Agreement or otherwise approved in writing by Baton. You may not frame or utilize framing techniques to enclose, or deep link to, any name, trademarks, service marks, logo, content or other proprietary information (including images, text, page layout, or form) of Baton without our express written consent.

13. Data Collection and Use

    Baton may generate aggregate, deidentified data from your use of the Service and your Submissions and Content (“Aggregate Data”) and use it to operate, improve and support the Service and for other lawful business purposes, including benchmarking and reports. Any use or disclosure of Aggregate Data will not be identifiable to you or any other individual person.

    You understand and agree that our Privacy Policy shall govern the collection and use of data obtained by us through your use of the Service.

14. Artificial Intelligence and Machine Learning

    The Service may include features and/or functionality of the Service powered by artificial intelligence (including machine learning) (“AI Features”). You agree to use the AI Features available on the Service and the Outputs (as defined below) in compliance with all applicable laws, statutes, and regulations.  You may submit Submissions, Content, or other information (including by submitting queries or prompts) (“Input”) to the AI Features and receive output, predictions, results, suggestions, or other content from the AI Features (“Output”).

    Baton may leverage third-party artificial intelligence systems in providing the AI Features (those entities, “Providers”). Baton may use, analyze, and process Input or Output for purposes of providing the AI Features and to train and improve the AI Features. Baton will not share your Input or Output with any third-party except to Providers and other vendors as necessary to provide the AI Features, however, Providers are not permitted to use your Input or Output for purposes of improving or generating their own commercial models nor are they permitted to share, sell, or otherwise distribute your Input or Output with third-parties other than in connection with providing the AI Features to you. Notwithstanding the foregoing, if you elect to make your Output freely available to other users, you agree that Baton may publish, display, or post such Output on the Service and in Baton’s marketing materials.

    Disclaimers Regarding AI. Due to the nature of the AI Features, Baton does not represent or warrant that: (a) any Output does not incorporate or reflect third-party content or materials; or (b) any Output will not infringe third-party intellectual property rights. Outputs are generated through machine learning processes and are not tested, verified, endorsed or guaranteed to be accurate, complete or current by Baton. You should independently review and verify all Outputs as to appropriateness for any or all use cases or applications. You are solely responsible for any Output and your reliance on or use of any Output. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, BATON’S AGGREGATE LIABILITY FOR THE AI FEATURES WILL NOT EXCEED $100.