These Terms of Service ("Terms") govern your access to and use of SoundFuze, including any SoundFuze websites (the "Services"), and any videos, information, text, testimonials regarding the Services, graphics, photos or other materials uploaded, downloaded or appearing on the Services (collectively referred to as "Content"). Your access to and use of the Services is conditioned on your acceptance of and compliance with these Terms. By accessing or using the Services you agree to be bound by these Terms.
1. Basic Terms
You are responsible for your use of the Services, for any Content you post to the Services, and for any consequences thereof. The Content you submit, post, or display will be able to be viewed by other users of the Services and through third party services and websites. You should only provide Content that you are comfortable sharing with others under these Terms.
You may use the Services only if you can form a binding contract with SoundFuze and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. If you are accepting these Terms and using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.
The Services that SoundFuze provides are always evolving and the form and nature of the Services that SoundFuze provides may change from time to time without prior notice to you. In addition, SoundFuze may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally and may not be able to provide you with prior notice. You agree that SoundFuze will not be liable to you or to any third party for any modification, suspension or discontinuance of the services. You acknowledge that we reserve the right to terminate accounts that are inactive for an extended period of time. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you.
The Services may include advertisements, which may be targeted to the Content or information on the Services, queries made through the Services, or other information. The types and extent of advertising by SoundFuze on the Services are subject to change. In consideration for SoundFuze granting you access to and use of the Services, you agree that SoundFuze and its parent, third party providers and partners may place such advertising on the Services or in connection with the display of Content or information from the Services whether submitted by you or others. If we wish to use your Content for an advertisement, either to promote SoundFuze or to promote you directly to potential customers, then we will do so only with your express written permission for each specific advertisement.
To the extent the Services or any portion thereof is made available for any fee, You may be required to provide SoundFuze information regarding Your credit card, PayPal account or other payment instrument. You represent and warrant to SoundFuze that such information is true and that You are authorized to use the payment instrument. We reserve the right to change SoundFuze's prices at any time.
Unless otherwise expressly authorized by SoundFuze or within the Services, You agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Services, use of the Services or access to the Services. Unless otherwise expressly agreed by SoundFuze, the Services are for Your personal use.
You are responsible for safeguarding the password or credentials that you use to access the Services and for any activities or actions under your account. We encourage you to use "strong" passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account and with other accounts that you may connect to your SoundFuze account (such as Twitter or your email). You agree to (a) immediately notify SoundFuze of any unauthorized use of Your password or account or any other breach of security. SoundFuze cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
IF YOU ARE UNDER 18 YEARS OF AGE, YOU ARE NOT AUTHORIZED TO USE THE SERVICES, WITH OR WITHOUT REGISTERING.
4. Content on the Services
All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. We may, but are not required to monitor or control the Content posted via the Services and we cannot take responsibility for such Content. Any use or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your own risk.
We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will SoundFuze be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.
5. Your Rights
You retain your rights to any Content you submit, post or display on or through the Services. In order to make the Services available to you and other users, SoundFuze needs a license from you. By submitting, posting or displaying Content on or through the Services, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content in any and all media or distribution methods (now known or later developed).
You agree that this license includes the right for SoundFuze to provide, promote, and improve the Services and to make Content submitted to or through the Services available to other companies, organizations or individuals who partner with SoundFuze for the syndication, broadcast, distribution or publication of such Content on other media and services, subject to our terms and conditions for such Content use. Such additional uses by SoundFuze, or other companies, organizations or individuals who partner with SoundFuze, may be made with no compensation paid to you with respect to the Content that you submit, post, transmit or otherwise make available through the Services.
We may modify or adapt your Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media.
You are responsible for your use of the Services, for any Content you provide, and for any consequences thereof, including the use of your Content by other users and our third party partners. You understand that your Content may be syndicated, broadcast, distributed, or published by our partners and if you do not have the right to submit Content for such use, it may subject you to liability. SoundFuze will not be responsible or liable for any use of your Content by SoundFuze in accordance with these Terms. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit.
6. Your License to Use the Services
SoundFuze gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software that is provided to you by SoundFuze as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by SoundFuze, in the manner permitted by these Terms.
7. SoundFuze Rights
All right, title, and interest in and to the Services (excluding Content provided by users) are and will remain the exclusive property of SoundFuze and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. SoundFuze reserves all rights not expressly granted in these Terms. You acknowledge and agree that any feedback, comments, or suggestions you may provide regarding SoundFuze, or the Services is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
8. Restrictions on Content and Use of the Services
You are solely responsible for all photographs, video, images, information, data, text, software, music, sound, graphics, messages or other materials (“Content”) that You upload, post, publish, display, email or otherwise use (“Upload”) via the Service. SoundFuze reserves the right to investigate and take appropriate legal action against anyone who, in SoundFuze’s sole discretion, violates this provision, including without limitation, removing the offending Content from the Service, suspending or terminating the Account of such violator(s) without prior notice and without any right of refund, set-off or a hearing, and reporting the violator(s) to law enforcement authorities. The SoundFuze Rules (which are part of these Terms) further detail what is prohibited on the Services.
You agree to not use the Service to:
(1) Upload any Content that:
(i) infringes on the intellectual property or other proprietary rights of any party;
(ii) You do not have a right to Upload under any law or under contractual or fiduciary relationships;
(iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(iv) poses or creates a privacy or security risk to any person;
(v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation;
(vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy and/or denigrating to any person’s and/or group’s race, ethnicity, gender, religious affiliation and/or sexual orientation;
(vii) restricts or inhibits any other person from using or enjoying the Service, or which may expose SoundFuze or its users to any harm or liability of any type; or
(viii) is objectionable in the sole discretion of SoundFuze;
(2) interfere with or disrupt the Service, servers or networks connected to the Service;
(3) disobey any requirements, procedures, policies or regulations of networks connected to the Service;
(4) violate any applicable local, state, national or international law, or any regulations having the force of law;
(5) impersonate any person or entity, or misrepresent Your affiliation with a person or entity (this includes not using anyone else’s username and/or password to access the Service);
(6) solicit personal information from anyone under the age of 18;
(7) obtain email addresses or other contact information from other users of the Service for the purposes of sending those users unsolicited communications;
(8) advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized by SoundFuze;
(9) further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
(10) access, obtain or attempt to access or obtain any materials or information from or via the Service not intentionally made available or provided for through the Service;
(11) create Account(s) under any false or fraudulent pretenses (including by automated means); or
(12) state or imply that any of Your submitted and or posted Content is endorsed by SoundFuze.
You may not do any of the following while accessing or using the Services: (i) access, tamper with, or use non-public areas of the Services, SoundFuze's computer systems, or the technical delivery systems of SoundFuze's providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by SoundFuze (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with SoundFuze; (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services.
9. Copyright Policy
SoundFuze respects the intellectual property of others, and We ask Our users to do the same. If You believe that Your work has been copied in a way that constitutes copyright infringement, or that Your intellectual property rights have been otherwise violated, You should notify SoundFuze of Your infringement claim in accordance with the procedure set forth below.
SoundFuze will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to SoundFuze's Copyright Agent at firstname.lastname@example.org (Subject line: "DMCA Takedown Request"). You may also contact Us by mail at:
1424 Page Street, Lower Unit
San Francisco, CA 94117
To be effective, the notification must be in writing and contain the following information:
(1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
(2) a description of the copyrighted work or other intellectual property that You claim has been infringed;
(3) a description of where the material that You claim is infringing is located on the Service, with enough detail that We may find it on the Service;
(4) Your address, telephone number, and email address;
(5) a statement by You that You have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
(6) a statement by You, made under penalty of perjury, that the above information in Your Notice is accurate and that You are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
In accordance with the DMCA and other applicable law, SoundFuze has adopted a policy of terminating, in appropriate circumstances and at SoundFuze’s sole discretion, Users who are deemed to be repeat infringers. SoundFuze may also at its sole discretion limit access to the Service and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
10. Ending These Terms
The Terms will continue to apply until terminated by either you or SoundFuze as follows.
You may end your legal agreement with SoundFuze at any time for any reason by contacting us at email@example.com to deactivate your account and discontinuing your use of the Services.
We may suspend or terminate your accounts or cease providing you with all or part of the Services at any time for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms, (ii) you create risk or possible legal exposure for us; or (iii) our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your account or through the Services the next time you attempt to access your account.
In all such cases, the Terms shall terminate, including, without limitation, your license to use the Services, except that the following sections shall continue to apply: 4, 5, 7, 8, 10, 11, and 12.
Nothing in this section shall affect SoundFuze's rights to change, limit or stop the provision of the Services without prior notice, as provided above in section 1.
11.Disclaimers and Limitations of Liability
Please read this section carefully since it limits the liability of SoundFuze and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the "SoundFuze Entities"). Each of the subsections below only applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have which may not be lawfully limited.
Your access to and use of the Services or any Content is at your own risk. You understand and agree that the Services is provided to you on an "AS IS" and "AS AVAILABLE" basis. Without limiting the foregoing, SOUNDFUZE ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
SoundFuze Entities make no warranty and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services, or any Content; (iii) the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services; (iv) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from SoundFuze Entities or through the Services, will create any warranty not expressly made herein.
You agree to release, indemnify and hold SoundFuze and its affiliates and their officers, employees, directors and agents harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to Your use of the Service, any User Content, Your connection to the Service, Your violation of these Terms of Service or Your violation of any rights of another person. This release encompasses any dispute that may arise in contract, tort or any other area of law regarding any agreement that You may form with any person(s) whom You meet through the Service.
If You are a California resident, You waive California Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If You are a resident of another jurisdiction, You waive any comparable statute or doctrine.
The Services may contain links to third-party websites or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by SoundFuze Entities of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOUNDFUZE ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE SOUNDFUZE ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID SOUNDFUZE, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM.
THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE SOUNDFUZE ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
12. General Terms
The failure of SoundFuze to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
This Agreement shall be deemed to have been made in, and shall be construed in accordance with, the laws of the State of California, and its validity, construction, interpretation and legal effect shall be governed by the laws of the State of California applicable to contracts entered into and performed entirely therein. The Parties agree that the state and federal courts located in San Francisco County, California shall have sole and exclusive jurisdiction to adjudicate any dispute that may arise under this Agreement. The Parties consent to venue, service of process and personal jurisdiction in the state and federal courts located in San Francisco County, California for purpose of adjudicating disputes arising under this Agreement. Each Party waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto.
Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. SoundFuze may be contacted in writing at 1424 Page Street, Lower Unit, San Francisco, CA 94117.
If you are a federal, state, or local government entity in the United States using the Services in your official capacity and legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you. For such U.S. federal government entities, these Terms and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of California (excluding choice of law).
We may revise these Terms from time to time, the most current version will always be at www.soundfuze.com/en/infos/terms. If the revision, in our sole discretion, is material we will notify you via email to the email associated with your account or through the Services. If you do not wish to be bound by any such revisions to the Terms, you must end these Terms with us as set forth in Section 10 above. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.
These Services are operated and provided by SoundFuze LLC, 1424 Page Street, Lower Unit, San Francisco, CA 94117. If you have any questions about these Terms, please email us at firstname.lastname@example.org.
Effective: July 14, 2016