Last updated: 1/27/2025
The MUSICOW service and network (collectively, the "Service" or "Services") are operated by Musicow US Vol. 1 LLC, located at Beverly Hills, CA and its affiliates (collectively, "MUSICOW," "we," or "us"). Our website, musicow.io, including any subdomain thereof and our mobile applications (the "Platform"), were designed to help our users and the public at large view information regarding our Service, and to use information, content, messages, products, services, software and databases available via the Platform.
By accessing the Platform, you (the "User" or "you") signify that you have read, understand and agree to be bound by these terms of use ("Terms"), regardless of whether you are a registered member of the Service. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.
In addition to these Terms, you may enter into other agreements with us or other affiliate or partner entities that will govern your use of the Service or related services offered by us or others. If there is any contradiction between these Terms and another agreement you enter into applicable to specific aspects of the Service, the other agreement shall take precedence in relation to the specific aspects of the Service to which it applies. As used herein, "Users" means anyone who accesses and/or uses the Platform, as well as anyone who owns securities that were initially listed on the Platform.
PLEASE REVIEW THESE TERMS CAREFULLY, SPECIFICALLY THE ARBITRATION PROVISION BELOW. THIS AGREEMENT REQUIRES THE PARTIES TO RESOLVE DISPUTES THROUGH FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS.
We recommend that you print a copy of these Terms for your records.
We may make changes to these Terms from time to time in our sole discretion. If we do this, we will post the changed Terms on the Platform and will indicate at the top of this page the date the Terms were last revised. You understand and agree that your continued use of the Service or the Platform after we have made any such changes constitutes your acceptance of the new Terms.
This Platform is intended solely for Users who, if they are a natural person, are eighteen (18) years of age or older, and any registration by, use of or access to the Platform by any natural person under 18 is unauthorized, unlicensed and in violation of these Terms. By using the Service or the Platform, you represent and warrant that, if you are a natural person, you are 18 or older and that you agree to and will abide by these Terms in their entirety. If you violate any of these Terms, or otherwise violate an agreement between you and us, MUSICOW may delete your profile and any information that you have provided to access the Platform and/or prohibit you from using or accessing the Service or the Platform (or any portion, aspect or feature of the Service or the Platform), at any time in its sole discretion, with or without notice, including without limitation if it believes that you are under eighteen (18) years of age.
All content on the Platform, including but not limited to designs, text, graphics, pictures, video, information (including, without limitation, data aggregated and compiled by us regarding total returns and median annual returns of artists, artist markets and specific songs), software, music, videos, sound and other files, and their selection and arrangement (the "Platform Content"), are the proprietary property of MUSICOW with all rights reserved, except the copyright to certain images or videos appearing on the Platform may belong to third-parties and we are using such images as a fair and permissible use and/or with the appropriate license and/or consent of the copyright holder. No Platform Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without MUSICOW's prior written permission, except as provided in the following sentence. Provided that you are eligible for use of the Platform, you are granted a limited license to access and use the Platform and to download or print a copy of any portion of the Platform Content solely for your use in connection with your use of the Platform or Service, provided that you keep all copyright or other proprietary notices intact. You may not republish Platform Content on any Internet, Intranet or Extranet Platform or incorporate the information in any other database or compilation, and any other use of the Platform Content is strictly prohibited. Any use of the Platform or the Platform Content other than as specifically authorized herein, without the prior written permission of MUSICOW, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable by us at any time without notice and with or without cause. We reserve all rights not expressly granted to you in and to the Services, Platform Content, and any proprietary marks.
Without our prior consent, you may not:
We may terminate, disable or throttle your access to, or use of, this Platform and the Services for any reason, including without limitation, if we believe that you have violated or acted inconsistently with any portion of these Terms.
You represent, warrant and agree that no materials of any kind submitted through your membership account on the Platform ("Platform Account") or otherwise posted or shared by you through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material. You further agree not to harvest or collect email addresses or other contact information of Users from the Service or the Platform by electronic or other means for any purpose. Additionally, you agree not to use automated scripts to collect information from the Service or the Platform or for any other purpose. You further agree that you may not use the Service or the Platform in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Platform. In addition, you agree not to use the Service or the Platform to:
Because MUSICOW operates on the Internet, it is necessary for you to consent to transact business with us online and electronically. As part of doing business with us, therefore, we also need you to consent to our giving you certain disclosures electronically, either via our Platform or to the email address (or other electronic means of communication) you provide to us. By agreeing to the Terms, you explicitly agree to receive electronically all documents, communications, notices, contracts, and agreements (including any IRS Forms, including Form 1099) arising from or relating to your use of the Platform and Service, including any securities you have purchased (each, a "Disclosure"), whether we are acting in the capacity as service provider or otherwise. The decision to do business with us electronically is yours. This document informs you of your rights concerning Disclosures.
Any Disclosures will be provided to you electronically through musicow.io either on our Platform or via electronic mail to the verified email address you provided or through other electronic means of communication based on information provided by you. If you require paper copies of such Disclosures, you may write to us at the mailing address provided below and a paper copy will be sent to you at a cost of up to $20. A request for a paper copy of any Disclosure will not be considered a withdrawal of your consent to receive Disclosures electronically.
Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any transactions to which such Disclosures relate, whether between you and MUSICOW or between you and another party with whom you transact through the Platform. Your consent will remain in effect for so long as you are a User and, if you are no longer a User, will continue until such a time as all Disclosures relevant to transactions that occurred while you were a User have been made.
In order to access and retain Disclosures electronically, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; supported Web browsing software (Chrome version 32.0 or higher, Firefox version 26.0 or higher, Internet Explorer version 8.0 or higher, or Safari version 7.0 or higher); and hardware capable of running this software.
You expressly consent to receiving calls and messages, including auto-dialed and pre-recorded message calls, and SMS messages or push notifications (including text messages) from us, our affiliates, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider will charge you according to the type of plan you carry.
MUSICOW may use technology that records telephone calls for quality assurance, customer service, training and data analysis purposes only. By agreeing to our Terms, you hereby consent to our recording of telephone voice messages or conversations between you and MUSICOW representatives and you hereby agree that our employees, agents and authorized representatives may listen to a call that has been recorded on our behalf for the purposes set forth above.
You may not withdraw consent to doing business with us electronically for as long as you have outstanding any investments made through the Platform. If you have no outstanding investments made through the Platform and wish to withdraw consent to doing business electronically, we will terminate your registered Platform Account with us. This does not apply to any marketing or promotional materials.
Notwithstanding anything to the contrary in these Terms, in no event shall anything in these Terms be deemed to be a waiver, and we will not assert there has been a waiver, that would not be permissible under Section 14 of the Securities Act of 1933, Section 29(a) of the Securities Exchange Act of 1934, or any other applicable provision of federal and state securities laws.
The securities presented on or through the Platform are offered and sold by MUSICOW affiliates and associated persons pursuant to Regulation A under the Securities Act of 1933. Securities offered and sold in Regulation A offerings are not registered with the U.S. Securities and Exchange Commission (the "SEC") but remain subject to various provisions of State securities, or so-called "blue sky," laws. Neither the SEC nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any offering or trading on this Platform.
Investment overviews and asset descriptions on the Platform may contain summaries of the principal features or terms of investment opportunities available through the Platform, information about MUSICOW and its track record, the price performance of the music asset and royalties business, the price performance of specific music assets and information about securities offerings. Such overviews are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the Offering Circular filed with the SEC.
YOU MUST CAREFULLY REVIEW THE RELEVANT OFFERING CIRCULAR AND OR OTHER OFFERING MATERIALS BEFORE DECIDING TO INVEST. The information contained on the Platform has been prepared by MUSICOW or an Issuer or an affiliate without reference to any particular User's investment requirements or financial situation, and potential investors are encouraged to consult with professional tax, legal and financial advisors before making any investment.
MUSICOW is not registered, licensed, or supervised as a broker dealer by the SEC, the Financial Industry Regulatory Authority (FINRA), or any other financial regulatory authority or licensed to provide any financial advice or services.
No money or other consideration is being solicited, and if sent in response, will not be accepted. No offer to buy the securities can be accepted and no part of the purchase price can be received until the offering statement is qualified, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance given after the qualification date. A person's indication of interest involves no obligation or commitment of any kind. Please see Musicow US Vol. 1 LLC's Offering Circular here.
You acknowledge that MUSICOW does not provide investment advice or a recommendation of securities or investments, and is not registered or required to be registered as an investment adviser with the SEC. You should always obtain independent investment and tax advice from your professional advisers before making any investment decisions.
In consideration of your use of the Platform, you agree to: (a) provide accurate, current and complete information about you as may be prompted by any registration or subscription forms on the Platform or otherwise requested by MUSICOW ("Individual Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Individual Registration Data, and any other information you provide to MUSICOW, to keep it accurate, current and complete; (d) promptly notify MUSICOW regarding any material changes to information or circumstances that could affect your eligibility to continue to use the Platform or Service or the terms on which you use the Platform or Service; and (e) be fully responsible for all use of your Platform Account and for any actions that take place using your Platform Account.
You acknowledge that MUSICOW or the service providers it engages will perform Know Your Customer ("KYC") procedures on all subscribers, as required by internal policies. These KYC procedures will seek to confirm the identity of the subscriber and will check whether a subscriber's name and identity matches the identity of anyone listed on a terrorist or criminal database or watch list or is associated with any foreign government.
You agree that this is a general requirement and in compliance with regulatory rules and guidance, and in no way creates or is deemed to be any form of recommendation or advice by MUSICOW. We reserve the right to deny any individual the right to access investment products that are otherwise available on our Platform for any reason, including, without explanation, without limitation, as a result of information obtained in connection with background checks and whether or not such information is accurate, truthful or complete.
(a) MUSICOW does not process payments directly, but instead utilizes third-party partners to process payment transactions on behalf of Users through a regulated financial institution, as applicable. When a User chooses to use the Service to make an investment in a MUSICOW affiliate issuer, the User hereby consents to any appropriately licensed third-party agent appointed by MUSICOW facilitating and/or processing payments made or received through the Service, including, without limitation, the consent to access, charge or debit a payor's bank account or other payment mechanism (but only upon receipt of instructions to do so from User and only for the purposes and within the limits of such instructions); (b) Each User acknowledges and agrees that a payment transaction made through the Service is a transaction between Users and a MUSICOW affiliate, and not with MUSICOW. MUSICOW is not a party to any payment transaction related to any such investment and MUSICOW is not a buyer or seller in connection with any such investment transaction; (c) Users may only use the Service to process a payment transaction for investment in a MUSICOW affiliate offering through a legitimate, bona fide sale of such product or service. Users may not use the Service to purchase any illegal goods or services or for any other underlying illegal transaction; and (d) Unless held in escrow in accordance with the terms governing an investment by the User, as agreed between the User and MUSICOW at the time of investment, all payment transactions processed through the Service are non-refundable to a User by MUSICOW and are non-reversible by a User through the Service.
MUSICOW does not act as a custodian or transfer agent. For the holding of securities offered and sold through our Platform by MUSICOW affiliated issuers and their associated persons, we enlist the services of an authorized custodian. In order to purchase securities in any Regulation A offering conducted by MUSICOW affiliated issuers and their associated persons, you will be required to enter into custodial agreements with this authorized custodian.
MUSICOW and applicable offerings may carry fees related to management of assets. These will be detailed in the offering documentation.
MUSICOW and other Company graphics, logos, designs, page headers, button icons, scripts and service names, are registered trademarks, trademarks of MUSICOW in the U.S. and/or other countries. MUSICOW trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of MUSICOW.
If you believe that any material on the Platform infringes upon any copyright which you own or control, you may send a written notification of such infringement to our Designated Agent as set forth below:
To meet the notice requirements under the Digital Millennium Copyright Act ("DMCA"), the notification must be a written communication that includes the following:
In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, MUSICOW has adopted a policy of terminating, in appropriate circumstances and at MUSICOW's sole discretion, the memberships of members who are deemed to be repeat infringers. MUSICOW may also at its sole discretion limit access to the Platform and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Platform or the Service ("Submissions"), provided by you to MUSICOW are non-confidential and shall become the sole property of MUSICOW. MUSICOW shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
There will be limitations and restrictions applicable to certain international investors and those limitations and restrictions are expected to change over time. If you reside outside the United States, you are encouraged to contact us support@musicow.io for more information about the Service and Platform. Please note that there may be additional fees charged to non-U.S. residents for certain account types and transactions, these fees will be listed within the user interface of the Platform.
The following disclosures are made in accordance with the federal law regarding electronic payments, deposits, transfers of funds and other electronic transfers to and from your account(s). There may be limitations on account activity that restrict your ability to make electronic fund transfers. Any such limits are disclosed in the appropriate agreements governing your account.
"Electronic Fund Transfer" means any transfer of funds, other than a transaction originated by check, draft or similar paper instrument, that is initiated through an electronic device or computer to instruct us to debit or credit an account. Electronic Fund Transfers include such electronic transactions as direct deposits or withdrawals of funds, transfers initiated via telephone, web platform or mobile application.
You are liable for an Electronic Fund Transfer that you authorize, whether directly or indirectly.
Contact us immediately if you believe your account or access information is lost or stolen or has been or may be subject to unauthorized Electronic Fund Transfers. By contacting us immediately, you will keep your possible liability to a minimum. You could lose all the money in your account(s) as a result of unauthorized transfers.
The Platform contains (or you may be sent through the Platform or the Services) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Platform or Services or any Third-Party Content posted on, available through, or installed from the Platform or Services.
Please review MUSICOW's Privacy Notice. By using the Platform or the Service, you are consenting to have your personal data transferred to and processed in the United States.
These Terms shall remain in full force and effect while you use the Platform or Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE PLATFORM AND / OR SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
We reserve the right to change, modify, or remove the contents of the Platform and Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Platform or Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Platform or Services.
These Terms and your use of the Platform and Services are governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be entirely performed within the State of California, without regard to its conflict of law principles.
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the American Arbitration Association (AAA) website.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in California, United States and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms.
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
The Parties agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief.
There may be information on the Platform or Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Platform and Services at any time, without prior notice.
THE PLATFORM AND SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE PLATFORM AND SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PLATFORM AND SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE PLATFORM OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) use of the Platform or Services; (2) breach of these Terms; (3) any breach of your representations and warranties set forth in these Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Platform or Services with whom you connected via the Platform or Services.
We will maintain certain data that you transmit to the Platform and Services for the purpose of managing the performance of the Platform and Services, as well as data relating to your use of the Platform and Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Platform and Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
If any complaint with us is not satisfactorily resolved, you can 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, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
These Terms and any policies or operating rules posted by us on the Platform or Services or in respect to the Platform or the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
The failure of MUSICOW to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms is held invalid, the remainder of these Terms shall continue in full force and effect. If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:
support@musicow.io
