Terms of Use

Chauncy is a technology platform that enables:

• Media Companies (“MCs”) to identify, negotiate, and license third-party content, including user-generated content (“UGC”) for editorial, documentary, news, broadcast, streaming, and other lawful media purposes; and
• Rights Holders (“RHs”) to offer content for licensing and, where applicable, to submit content for discovery through Chauncy’s UGC Radar feature.

Chauncy facilitates connections and workflows between MCs and RHs. Chauncy is not a party to any license agreement entered into between Users. Chauncy does not act as an agent, broker, fiduciary, or representative of any User. Chauncy does not control, verify, or endorse User content. All licensing decisions and agreements are made solely by and between MCs and RHs.

Chauncy expressly disclaims all representations and warranties, express or implied, regarding:

• The ownership, authorship, provenance, or originality of any content on the Platform;
• Whether any content is human-generated, not AI-generated, or authentically what it purports to be;
• Whether any content is non-infringing of any third-party rights;
• The accuracy or completeness of any User-provided information;
• The legality of any contemplated or actual use of content; or
• The enforceability or commercial reasonableness of any license terms.

All content and information on the Platform is provided “as is” and “as available.”

MCs are solely responsible for independently verifying: ownership and chain of title; non-infringement of copyright, trademark, publicity, privacy, and all other rights; suitability of content for intended use; and compliance with all applicable laws, regulations, and internal policies.

RHs are solely responsible for all content they upload, submit, offer, or license through the Platform, including compliance with all applicable laws and third-party rights.

Each RH represents and warrants that any content uploaded, submitted, offered, licensed, or submitted to UGC Radar through the Platform:

• Is the RH’s original creation;
• Is not artificially generated and is human-generated;
• Is owned or controlled by the RH with full right and authority to grant the rights offered;
• Does not infringe any copyright, trademark, trade secret, right of publicity, right of privacy, contractual right, or other right of any third party;
• Has all required consents, releases, model releases, property releases, music clearances, and other permissions necessary for the contemplated use;
• Complies with all applicable laws, including laws relating to defamation, privacy, obscenity, and child protection; and
• Does not violate Chauncy’s content guidelines set forth in Section 10.

These representations and warranties are material inducements to MCs entering into transactions on the Platform and form the basis of each MC’s reliance on the Platform.

By submitting content to UGC Radar or otherwise making content available for discovery or promotion on the Platform, each RH grants Chauncy a worldwide, non-exclusive, sublicensable, royalty-free license to:

• Host, store, display, reproduce, distribute, excerpt, crop, resize, thumbnail, and preview the content, in whole or in part;
• Display the content on the Platform and within UGC Radar;
• Use the content in advertising, marketing, promotion, publicity, social media, demonstrations, investor materials, and Platform-related communications; and
• Create thumbnails, excerpts, previews, and derivative display formats solely for discovery, operational, and promotional purposes.

This license survives termination of a User’s account or removal of content from the Platform to the extent necessary for archival purposes, promotion already published or in distribution, and previously initiated uses that cannot practicably be recalled.

License agreements on the Platform are entered into directly between MCs and RHs. Chauncy is not a party to any license agreement and assumes no liability, obligation, or responsibility under any user-to-user license agreement.

Chauncy may provide standard-form license templates or allow User-provided or rider terms for convenience. However, those license terms govern the relationship between MC and RH only. These Terms of Use govern the relationship between each User and Chauncy.

Chauncy does not guarantee: transaction completion or counterparty performance; payment by a counterparty except to the extent funds are actually received by and owed from Chauncy; content delivery; license enforceability or validity; or fitness or suitability of any content for any purpose.

Chauncy may charge service fees to MCs and commissions to RHs in connection with transactions facilitated through the Platform. Applicable fees are disclosed at the time of transaction. All fees are non-refundable except as expressly stated in these Terms or required by applicable law.

Users agree not to circumvent the Platform to avoid fees, commissions, tracking, auditability, compliance controls, or other Platform workflows.

Without limiting the foregoing, if:

• a Media Company identifies, contacts, negotiates with, or licenses content from a Rights Holder through the Platform or through information, introductions, content discovery tools, or workflows provided by the Platform, including UGC Radar; or
• a Rights Holder identifies, contacts, negotiates with, or licenses content to a Media Company through the Platform or through information, introductions, content discovery tools, or workflows provided by the Platform,

then any resulting transaction relating to the applicable content, opportunity, or substantially similar content occurring within six (6) months after the initial Platform-originated introduction, inquiry, interaction, or discovery event will be deemed a Platform-originated transaction subject to Chauncy’s applicable fees and commissions.

Users may not use the Platform to identify counterparties, content, opportunities, pricing, transaction terms, or licensing interest and then complete or attempt to complete a transaction off-platform for the purpose of avoiding Chauncy’s fees or commissions.

Nothing in this section prohibits:

• communications occurring outside the Platform in connection with a Platform transaction;
• transactions between parties who had a documented preexisting relationship independent of the Platform;
• transactions unrelated to content, counterparties, or opportunities identified through the Platform; or
• lawful communications required for diligence, delivery, editorial, legal, or compliance purposes.

If Chauncy reasonably determines that users have violated this section, Chauncy may suspend or terminate accounts, restrict access to the Platform, and recover the fees or commissions that would have been payable had the transaction been completed through the Platform, in addition to any other remedies available under these Terms or applicable law.

MC’s sole and exclusive remedy against Chauncy for any claim, loss, or dispute relating to content, a license, or a transaction is a refund of the service fee paid to Chauncy for that specific transaction.

RH’s sole and exclusive remedy against Chauncy for any claim, loss, or dispute relating to a transaction is a refund of the commission collected by Chauncy for that specific transaction. Solely if Chauncy fails to remit to RH the balance of a license fee actually received by Chauncy and owing to RH under a completed transaction, RH may also recover that undistributed balance.

MCs and RHs must look solely to each other for all other claims, damages, or remedies arising from or relating to transactions, including claims relating to content authenticity, ownership, non-infringement, or performance of license obligations.

Users may not, in connection with the Platform or any transaction or communication facilitated through the Platform:

• Harass, threaten, stalk, abuse, intimidate, or exploit any person;
• Impersonate any person or entity;
• Misrepresent identity, authority, ownership, affiliation, or rights;
• Submit false, misleading, or deceptive information;
• Circumvent or attempt to circumvent Platform workflows or verification processes;
• Interfere with Platform operation or security;
• Scrape, crawl, reverse engineer, decompile, disassemble, or otherwise attempt to extract Platform source code or data, except as expressly permitted;
• Use automated means to access or interact with the Platform without authorization; or
• Use the Platform for any unlawful, deceptive, fraudulent, or harmful purpose.

Content sought by MCs or submitted by RHs or through UGC Radar must be newsworthy, editorially relevant, documentary-relevant, or otherwise appropriate for lawful media licensing purposes.

Content on the Platform may not:

• Violate any applicable law or regulation;
• Be sexually explicit, pornographic, or submitted for purposes of sexual exploitation;
• Include gratuitous nudity;
• Depict violence in a gratuitous, exploitative, or unlawful manner;
• Promote or glorify terrorism, violent extremism, or unlawful conduct;
• Infringe any copyright, trademark, or other third-party right;
• Include doxxing, nonconsensual intimate imagery, or content captured or used in an unlawful manner;
• Depict minors in sexualized, exploitative, or otherwise unlawful contexts; or
• Be AI-generated content represented as authentic human-created content.

Chauncy reserves the right to remove content or suspend or terminate User accounts at its sole discretion, without notice, for violation of these guidelines or for any other reason necessary to maintain Platform integrity.

Each User represents that they are not located in, organized under the laws of, or ordinarily resident in a jurisdiction subject to comprehensive U.S. government sanctions, including without limitation Cuba, Iran, North Korea, Russia, Syria, or the Crimea, Donetsk, and Luhansk regions of Ukraine.

Each User represents that they are not designated on, or owned or controlled by any person or entity designated on, the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals list, the BIS Entity List, or any other applicable restricted party list.

Users shall comply with all applicable sanctions, export control, anti-money laundering, anti-bribery, and other applicable laws. Chauncy may suspend or terminate User access at any time without notice to comply with applicable legal obligations.

Payments and payouts on the Platform may be processed by third-party payment processors, including Stripe, Inc. Users may be required to agree to the terms of service of applicable third-party processors as a condition of transacting on the Platform.

Chauncy is not responsible for any third-party processor outages, delays, holds, reserves, chargebacks, know-your-customer (KYC) decisions, account restrictions, or other actions taken by third-party processors.

Chauncy may withhold, delay, or reverse payments as required by applicable law, processor requirements, fraud prevention policies, dispute resolution, or Platform policies.

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify Chauncy promptly at support@chauncy.io if you suspect any unauthorized use of or access to your account. Chauncy is not liable for any loss or damage arising from unauthorized account access caused by your failure to adequately protect your credentials.

Chauncy may, at its sole discretion and without prior notice, suspend, restrict, or terminate your account, access to the Platform, or any content or features available through the Platform for any reason, including but not limited to: violation of these Terms; suspected fraud, illegal activity, or abuse; risk of legal liability to Chauncy or third parties; payment-related issues; or protection of Platform integrity, other Users, or third parties.

Termination does not affect: accrued payment obligations; obligations under completed transactions; surviving licenses between Users; indemnification obligations; dispute resolution provisions; or records retained pursuant to applicable law or Chauncy’s retention policies.

Chauncy’s collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. Please review the Privacy Policy carefully.

Users’ rights to access, correct, export, and request deletion of personal information are described in the Privacy Policy. Deletion of personal information may require account closure and is subject to legal, tax, fraud prevention, security, audit, dispute resolution, and operational retention obligations. Chauncy may retain certain records as required or permitted by applicable law notwithstanding a deletion request.

Chauncy responds to valid notices of claimed copyright infringement submitted in compliance with the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512. If you believe that content on the Platform infringes your copyright, please submit a compliant DMCA notice to:

Copyright Agent
Chauncy LLC
30 N Gould St., Ste N, Sheridan, WY 82801
Email: legal@chauncy.io

Your notice must include: (1) identification of the copyrighted work claimed to be infringed; (2) identification of the infringing material on the Platform with sufficient detail to permit Chauncy to locate it; (3) your contact information; (4) a statement of good-faith belief that use of the material is not authorized; (5) a statement under penalty of perjury that the information is accurate and you are authorized to act on behalf of the copyright owner; and (6) your physical or electronic signature.

Chauncy maintains a repeat infringer policy and will terminate the accounts of Users who are determined to be repeat infringers in appropriate circumstances.

You agree to indemnify, defend, and hold harmless Chauncy, its affiliates, officers, directors, employees, contractors, agents, successors, and assigns from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• Your content, including any claim that your content infringes any third-party right;
• Your use of the Platform;
• Your breach of these Terms or any representation or warranty made herein;
• Any transaction you enter into through the Platform;
• Your violation of any applicable law or the rights of any third party; or
• Any fraud, misrepresentation, or willful misconduct on your part.

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHAUNCY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CHAUNCY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF VIRUSES, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR PRODUCE ANY PARTICULAR RESULT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND WITHOUT LIMITING THE EXCLUSIVE REMEDIES SET FORTH IN SECTION 8:

• CHAUNCY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY CLAIM CONNECTED WITH A SPECIFIC TRANSACTION SHALL NOT EXCEED THE FEES OR COMMISSIONS ACTUALLY PAID TO OR COLLECTED BY CHAUNCY IN CONNECTION WITH THAT TRANSACTION.
• IF NO TRANSACTION IS INVOLVED, CHAUNCY’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF (A) $100 OR (B) THE TOTAL AMOUNT PAID BY YOU TO CHAUNCY IN THE THREE (3) MONTHS PRECEDING THE CLAIM.
• IN NO EVENT SHALL CHAUNCY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, REPUTATIONAL HARM, DATA LOSS, BUSINESS INTERRUPTION, OR THE COST OF SUBSTITUTE SERVICES, EVEN IF CHAUNCY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Binding Arbitration. Except as provided below, any dispute, claim, or controversy arising out of or relating to these Terms or the Platform (including the breach, termination, enforcement, interpretation, or validity thereof) shall be finally resolved by binding arbitration administered by JAMS in New York, New York, under the JAMS Streamlined Arbitration Rules and Procedures in effect at the time of the dispute. The arbitration shall be conducted by a single neutral arbitrator, in the English language, on a confidential basis. Judgment on the arbitration award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs this arbitration provision.

Class Action Waiver. YOU AND CHAUNCY AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of representative or class proceeding.

Jury Trial Waiver. TO THE EXTENT ANY DISPUTE IS NOT SUBJECT TO ARBITRATION, BOTH PARTIES WAIVE ANY RIGHT TO A JURY TRIAL.

Exceptions. Nothing in this Section prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction for claims relating to intellectual property misuse, unauthorized access, confidentiality obligations, or Platform abuse. Claims eligible for small claims court may be brought in such court in lieu of arbitration.

These Terms and any dispute arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law rules.

Chauncy may update these Terms from time to time. When we do, we will update the “Effective Date” at the top of this page. Material changes may require re-acceptance through the Platform prior to continued access. Where permitted by applicable law, continued use of the Platform after the effective date of revised Terms constitutes your acceptance of those revised Terms.

• Entire Agreement. These Terms, together with the Privacy Policy and any other policies expressly incorporated by reference, constitute the entire agreement between you and Chauncy relating to the Platform.
• Severability. If any provision of these Terms is found invalid or unenforceable, the remaining provisions will continue in full force.
• No Waiver. Chauncy’s failure to enforce any right or provision will not constitute a waiver of that right or provision.
• Assignment. You may not assign your rights or obligations under these Terms without Chauncy’s prior written consent. Chauncy may assign its rights and obligations without restriction, including in connection with a merger, acquisition, or sale of assets.
• Force Majeure. Chauncy shall not be liable for delays or failures in performance resulting from causes beyond its reasonable control.
• Electronic Communications. By using the Platform, you consent to receive communications from Chauncy electronically. You agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any requirement that such communications be in writing.
• Headings. Section headings are for convenience only and do not affect interpretation.
• Survival. Sections 3, 4, 7, 8, 14, 15, 16, 17, 18, 19, 20, 21, and 23 survive termination or expiration of these Terms.