Terms & Conditions

Please read these Terms & Conditions carefully. They contain important provisions, including a broad license of your content to Element, a right to use content and data to train artificial intelligence, disclaimers of warranties, limitations of our liability, an indemnity in our favor, and a binding individual arbitration provision with a class-action and jury-trial waiver. By using the services, you agree to all of them.

1. Agreement to these terms

These Terms & Conditions (the “Terms”) are a binding agreement between you (“you,” “your,” the “Client,” or the “user”) and 919 Media Collective LLC, doing business as Element Underground (“Element,” “we,” “us,” or “our”). They govern your access to and use of elementunderground.com, our subdomains, our client and crew portals, our applications, and the content-capture and related services we provide (together, the “Services”). By booking us, creating an account, checking a box indicating your agreement, or otherwise accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. Element Underground is a brand operated by 919 Media Collective LLC. If you do not agree, you must not access or use the Services.

If you accept these Terms on behalf of a company, brand, venue, promoter, artist, or other legal entity, you represent that you have authority to bind that entity, and “you” refers to that entity.

2. Definitions

• “Content” means all photographs, video, audio, footage, images, edits, recaps, stills, and other media that Element captures, creates, produces, or processes in connection with the Services, including raw and finished materials, together with all related metadata.
• “Client Materials” means any information, text, logos, marks, artwork, references, or other materials you provide to us.
• “Deliverables” means the specific finished Content that Element agrees to deliver to you under an Engagement.
• “Engagement” means a specific booking, proposal, quote, statement of work, or order for Services that we confirm with you.
• “Portal” means our client and crew web applications through which projects, files, messages, and billing are managed.

3. Eligibility

You must be at least the age of majority in your jurisdiction and legally able to enter into a contract to use the Services. The Services are not directed to children. You represent that all information you provide is accurate and that you will keep it current.

4. The Services

Element is a content-capture and storytelling studio for the music industry. We shoot photo and video at events, edit and deliver recaps and stills, and provide a Portal through which clients and crew manage projects, files, messages, and billing. The scope, deliverables, timelines, and fees for any given project are defined in the applicable Engagement, which forms part of these Terms. Where an Engagement conflicts with these Terms, the Engagement controls for that project only, and only to the extent of the conflict.

We may add, change, suspend, or discontinue any part of the Services, including features of the Portal, at any time and without liability. We are not obligated to provide any particular feature, and we may impose limits on use.

5. Accounts and Portal access

Access to the Portal is provided to the account holder and their organization. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account, whether or not authorized by you. You agree to notify us immediately of any unauthorized use or security breach. We may suspend, restrict, or terminate access at any time, with or without notice, for any conduct we reasonably believe violates these Terms or is otherwise harmful.

6. Bookings, quotes, and Engagements

Submitting a booking request or inquiry does not create a binding commitment. An Engagement becomes binding only when we confirm it in writing and, where applicable, you accept a quote or proposal or make a required deposit. We reserve the right to decline or cancel any booking in our sole discretion, including where we suspect fraud, a violation of these Terms, or events beyond our reasonable control.

7. Fees, payment, deposits, and late amounts

• Pricing is custom per Engagement. Fees, deposits, invoicing, and payment schedules are set out in your quote, proposal, or invoice, and are due on the dates stated there.
• Unless expressly stated, deposits are non-refundable and are earned upon payment to reserve our time and resources.
• Amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and you are responsible for reasonable costs of collection, including attorneys’ fees.
• Fees are exclusive of taxes; you are responsible for all applicable taxes other than taxes on our net income.
• Payments may be processed by third parties (for example, Stripe), whose terms apply. You agree not to initiate chargebacks or payment disputes for amounts properly owed; doing so is a material breach.
• We may withhold delivery of, or access to, Deliverables until all amounts due for the relevant Engagement are paid in full.

8. Cancellation, rescheduling, and no-shows

Events are time-sensitive and our availability is limited. Cancellation, rescheduling, and refund terms, including any cancellation fees and non-refundable deposits, are set out in your Engagement. If no such terms are stated, cancellations within seven days of a scheduled shoot, and no-shows, are charged in full. Date changes are subject to our availability and may incur additional fees.

9. Client representations and warranties

You represent and warrant that:

• you have all rights, permissions, licenses, consents, and releases necessary for us to attend and capture Content at your event, and for us to use that Content as described in these Terms, including from the venue, performers, promoters, sponsors, rights-holders, and any identifiable individuals;
• the Client Materials you provide do not infringe or violate any third party’s intellectual property, privacy, publicity, or other rights, and are not unlawful;
• you will comply with all applicable laws in connection with your use of the Services and the Deliverables; and
• you are not located in, and will not use the Services from, any country or by any person subject to applicable sanctions or export controls.

10. Content ownership and license to Element

As between you and Element, and unless your Engagement expressly states otherwise in writing, Element owns all right, title, and interest in and to the Content it creates, including the raw and edited photographs, video, audio, and all intellectual property rights in them. To the extent you have or acquire any rights in the Content, you hereby irrevocably assign them to Element, and where assignment is not permitted, you grant Element a perpetual, worldwide, exclusive, royalty-free license to them.

You further grant Element a perpetual, irrevocable, worldwide, royalty-free, transferable, and sublicensable right and license to use, host, store, reproduce, modify, adapt, edit, publish, translate, create derivative works from, distribute, publicly perform, and publicly display the Content and the Client Materials, in any and all media now known or later developed, for any purpose, including our portfolio, reels, website, social channels, advertising, promotion, case studies, and the development of new products and services. You waive any moral rights and any right to inspect or approve our use to the fullest extent permitted by law.

11. License granted to you

Subject to your full payment and your compliance with these Terms and the Engagement, Element grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the delivered Deliverables for the specific purposes described in your Engagement (for example, promoting your event, brand, or artist). Unless expressly agreed, this license does not include the right to resell, sublicense, or distribute the Deliverables to third parties for their independent commercial use, to remove Element credits where required, or to materially alter the Deliverables in a way that misrepresents Element’s work.

12. Use of Content and data to train AI

You grant Element a perpetual, irrevocable, worldwide, royalty-free, transferable, and sublicensable right and license to use the Content, the Client Materials, and all data generated through your use of the Services (including images, video, audio, text, metadata, and usage data) to develop, train, fine-tune, test, evaluate, benchmark, and improve artificial-intelligence and machine-learning models, systems, tools, features, and datasets, and to create and commercialize outputs, products, and services derived from them. This right applies whether the models are our own or provided by our vendors, and survives termination or expiration of your Engagement and these Terms. Where practical, we aim to aggregate or de-identify data used for these purposes, but we are not obligated to do so. If your Engagement requires different treatment of specific Content, that treatment must be agreed in writing and will control over this section only for that specified Content.

13. Feedback

If you provide suggestions, ideas, or feedback about the Services, you grant Element a perpetual, irrevocable, worldwide, royalty-free license to use and exploit that feedback for any purpose without any obligation or compensation to you.

14. Confidentiality

Each party may receive non-public information of the other. The receiving party will use the disclosing party’s confidential information only to perform under these Terms and will protect it with reasonable care. This section does not restrict Element’s use of Content or data as permitted elsewhere in these Terms.

15. Acceptable use and prohibited conduct

You agree not to, and not to permit others to:

• access data or accounts that are not yours, or attempt to bypass security or authentication;
• interfere with, disrupt, overload, probe, or reverse-engineer the Services, or use bots, scrapers, or automated means without our written permission;
• upload or transmit unlawful, infringing, defamatory, harassing, or malicious content, or any code or malware;
• use the Services to violate any law or third-party right, or in any manner that could damage, disable, or impair the Services; or
• misrepresent your identity or affiliation, or resell or provide the Services to third parties except as expressly permitted.

16. Third-party services

The Services rely on and may link to third-party products and services (for example, hosting, database, email, payment, storage, and e-signature providers). We are not responsible for third-party services, and your use of them is governed by their own terms and policies. We disclaim all liability arising from third-party services.

17. Our intellectual property

The Services, the Portal, and all associated software, designs, text, graphics, logos, and marks are owned by Element or our licensors and are protected by intellectual-property laws. Except for the limited license expressly granted to you, no rights are granted to you in the Services. You may not copy, modify, distribute, or create derivative works of the Services.

18. Your content and responsibility

You are solely responsible for the Client Materials and for any content you submit through the Portal. We may, but are not obligated to, review, monitor, or remove content, and we may do so at our discretion without notice. You bear all risk associated with your content and its use.

19. Privacy

Our Privacy Policy explains how we collect, use, share, and protect information, including our use of Content and data to train and improve AI. By using the Services, you consent to those practices.

Communications. By providing your contact information (through the Site, the booking form, the booking chat, text-message signup, or the Portal), you consent to Element contacting you about your inquiries, quotes, bookings, and account by email, phone call, and text message (including SMS and WhatsApp), including messages sent using automated technology. Consent to promotional texts is not a condition of purchasing any Services. Message frequency varies, and message and data rates may apply. Reply STOP to any Element text to stop receiving texts, and reply HELP to any Element text for help, or contact us at contact@elementunderground.com. You may also use the unsubscribe link in marketing emails; we may still send non-promotional messages about an active inquiry, booking, or your account. Mobile carriers are not liable for delayed or undelivered messages. Supported carriers include AT&T, Verizon Wireless, T-Mobile, Sprint, U.S. Cellular, and others; carrier support may change without notice.

20. Disclaimers

The Services, the Portal, and all Content and Deliverables are provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory. To the fullest extent permitted by law, Element disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Services will be uninterrupted, error-free, secure, or free of harmful components, that results will meet your expectations, or that any Content will be preserved without loss. Creative and editorial judgments are subjective and are not a basis for a warranty claim.

21. Limitation of liability

To the fullest extent permitted by law, Element and its owners, members, officers, employees, contractors, and agents will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, revenue, data, goodwill, or business opportunities, arising out of or relating to the Services or these Terms, even if advised of the possibility. To the fullest extent permitted by law, Element’s total aggregate liability for all claims arising out of or relating to the Services or a given Engagement will not exceed the amount you actually paid to Element for that Engagement in the twelve months preceding the event giving rise to the claim. These limitations apply regardless of the theory of liability and even if a limited remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

22. Indemnification

You agree to defend, indemnify, and hold harmless Element and its owners, members, officers, employees, contractors, and agents from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use of the Services; (b) your Client Materials or content; (c) your breach of these Terms or any representation or warranty; (d) your violation of any law or third-party right, including any claim that we lacked the necessary rights, permissions, or releases to capture or use Content at your event; or (e) your negligence or willful misconduct. We may assume the exclusive defense of any matter subject to indemnification, at your expense, and you will cooperate with us.

23. Term and termination

These Terms apply while you use the Services. We may suspend or terminate your access and any Engagement at any time, with or without cause and with or without notice, including for non-payment or breach. You may stop using the Services at any time, subject to your payment obligations and any terms of an active Engagement.

24. Effect of termination and survival

Upon termination, your license to the Deliverables may be revoked if amounts remain unpaid or if you have breached these Terms. Sections that by their nature should survive termination will survive, including those relating to ownership, licenses (including the AI license), payment, disclaimers, limitation of liability, indemnification, dispute resolution, and these general provisions.

25. Force majeure

Element is not liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of God, weather, illness, equipment failure, venue or event cancellation, labor disputes, utility or network failures, government action, or force majeure. In such cases we will use reasonable efforts to reschedule or provide substitute personnel, and our liability is limited as set out in these Terms.

26. Assignment

You may not assign or transfer these Terms or any Engagement without our prior written consent. We may assign these Terms freely, including in connection with a merger, acquisition, financing, or sale of assets. These Terms bind and benefit the parties and their permitted successors and assigns.

27. Governing law

These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of New York, without regard to its conflict-of-laws rules, and, where applicable, the Federal Arbitration Act.

28. Dispute resolution; binding arbitration; waivers

Please read this section carefully. It affects your legal rights. The parties will first try in good faith to resolve any dispute informally by contacting each other. If a dispute is not resolved within thirty days, then, except for claims that qualify for small-claims court and requests for injunctive relief to protect intellectual property, any dispute arising out of or relating to these Terms or the Services will be resolved by final and binding individual arbitration administered by a recognized arbitration provider, seated in New York, New York, under its applicable rules.

You and Element agree that each 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, or representative proceeding. You and Element waive any right to a jury trial. The arbitrator may not consolidate more than one person’s claims. If this class-action or jury-trial waiver is found unenforceable as to a particular claim, that claim will proceed in court, but the rest of this section remains in effect.

29. Limitation on time to bring claims

To the extent permitted by law, any claim arising out of or relating to the Services or these Terms must be brought within one year after the claim arose; otherwise it is permanently barred.

30. Notices

We may provide notices to you by email, through the Portal, or by posting on the site. You consent to receive notices electronically. Notices to Element must be sent to contact@elementunderground.com.

31. Electronic communications and signatures

You agree that electronic communications, records, and signatures satisfy any legal requirement that a communication be in writing, and you consent to conduct business with us electronically.

32. Changes to these Terms and the Services

We may update these Terms from time to time. When we make material changes, we will update the effective date and may require you to accept the updated Terms to keep using the Portal. Your continued use after an update constitutes acceptance of the revised Terms. We may also change, suspend, or discontinue the Services at any time.

33. Severability

If any provision of these Terms is held invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

34. No waiver

Our failure to enforce any provision is not a waiver of our right to do so later. Any waiver must be in writing and signed by us to be effective.

35. Entire agreement

These Terms, together with the Privacy Policy and any applicable Engagement, are the entire agreement between you and Element regarding the Services and supersede all prior understandings. In the event of a conflict, the order of precedence is: the Engagement, then these Terms, then the Privacy Policy, each only to the extent of the conflict.

36. Interpretation

Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.” The relationship between the parties is that of independent contractors, and nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

37. Contact

Questions about these Terms? Email contact@elementunderground.com.