Effective as of Mar 15, 2021
You may use the Service only if you can legally form a binding contract with Demodeck LLC (the “Company”, “we”, “us”, or “our”) and only upon your agreement and compliance with these Terms and all applicable local, national and international laws. Individuals under the age of 18, or the applicable age of majority, may use the Service only with the involvement and consent of such individual’s parent or legal guardian, and any such use shall be subject to these Terms. In order to access some features of the Service, you will have to create a Demodeck account or, as applicable, authenticate with a third-party authentication service such as Facebook or Twitter. In order to create your account, you must provide us with accurate and complete information. You may never use another user’s account without such user’s permission. Any use or access by anyone under the age of 13 is prohibited. If you open an account on behalf of a company, organization, or other entity, you agree that (a) “you” includes you and that entity, (b) you represent and warrant that you are authorized to grant all permissions and licenses provided in these Terms, (c) you are authorized to bind the entity to these Terms, and (d) you agree to these Terms on the entity’s behalf.
Unless otherwise allowed via an authorized means designated by the Company or expressly stated in writing by the Company, you are granted a limited, non-sublicensable, non-exclusive, non-transferable and revocable license (i.e. a personal and limited right) to install and use the Service for your non-commercial personal use only in accordance with these Terms. We reserve the right to discontinue or modify any aspect of the Service at any time. You may not make copies, translations, or modifications of or to the Service, or alter, obscure, or remove the copyright notice displayed as any part of the Service. You are prohibited from assigning, selling, distributing, leasing, renting, sublicensing, or transferring the Service or this license, and from reverse-engineering, disassembling, or decompiling any part of the Service or otherwise attempting to discover the source code or structural framework of any part of the Service.
The Service offers, through the App, features that enable you to upload Content. “Content” includes the text, photos, sounds, music, comments, and other materials you may view on, access through, download from, or upload or contribute to the Service.
You can use the Service for free or, as applicable, subscribe to certain premium access, storage, features or functionality, subject to agreement by you with any additional terms applicable to such subscription, which are incorporated by reference into these Terms.
The Service may contain links to third party websites, apps, advertisers, events, activities, offers, or other entities that are not owned or controlled by us. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third party websites or apps. In addition, we will not and cannot censor or edit the content of any third-party site. By using the Service, you expressly relieve the Company from any and all liability arising from your use of any third-party website or app.
You are solely responsible for the activity that occurs on your account or with your password, and you must keep your account password secure. Please notify us immediately of any breach of security or unauthorized use of your account is suspected. While we work to protect the security of your Content and account, we cannot guarantee that unauthorized third parties will not be able to defeat our security measures.
You agree not to distribute in any medium any part of the Service or the Content without the Company’s prior written authorization, except directly through the then-current functionality of the Service and so long as any such distribution continues to be subject to the unauthorized commercial use restrictions specified in Section 2(D).
You agree not to alter, modify, build upon or block any portion or functionality of the Service.
You agree not to access Content (while such Content is within or on the Service) through any technology or means other than the App itself or any other functionality of the Service, as such may become available, or via other authorized means designated by the Company.
Unless directly through the then-current functionality, and expressly contemplated purpose, of the Service, you agree not to use the Service for any of the following prohibited commercial purposes (without the Company’s express prior written consent):
(i) the sale of access to the Service;
(ii) the sale of advertising, sponsorships, or promotions placed on or within the Service or Content; or
(iii) the sale of advertising, sponsorships, or promotions on any page of an ad-enabled blog, app or website containing Content delivered via the Service or Content created using the Service.
You agree not to use the communication systems provided by the Service (e.g., comments or chat) for any commercial solicitation purposes, nor to solicit, for commercial purposes, any users of the Service.
You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the Service in a manner that sends more request messages to the Company’s or its service provider’s servers in a given period of time than a human can reasonably produce in the same period by using a single conventional on-line web browser.
In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of Content.
A. The Content, the trademarks, service marks, symbols, designs, and logos (“Marks”) on or used by the Service, are owned by or licensed to the Company, subject to copyright and other intellectual property rights under the law.
B. Content is provided to you AS IS. You may access Content for your information and personal use solely as intended through the provided functionality of the Service and as permitted under these Terms.
C. You shall not download, copy, reproduce, distribute, transmit, broadcast, retransmit, display, sell, license, or otherwise exploit any Content for any other purposes without the prior written consent of the Company or the respective licensors of the Content. The Company and its licensors reserve all rights not expressly granted in and to the Service and the Content.
D. You agree not to circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content therein.
E. You may not serve advertisements against, charge a viewing fee for, or otherwise monetize such Content unless otherwise specifically agreed to by the Company in writing.
Once you are a registered account User, you may submit Content to the Service, including files, recordings, images, photos, artwork, lyrics, and comments. You retain all ownership rights in, and are solely responsible for, the Content you submit. You understand that we do not guarantee any confidentiality with respect to any Content you submit.
You are solely responsible for your own Content and the consequences of submitting and publishing your Content on the Service and you recognize and affirm that the Service is merely providing you the means to produce and distribute your Content. You hereby acknowledge and affirm that the Company has no obligation to review the Content created or uploaded by its users, and the Company may, but has no obligation or duty to, monitor the Service for Content that is inappropriate, that does or might infringe any third party rights, or has otherwise been uploaded in breach of these Terms or applicable law. You affirm, represent, and warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to publish Content you submit; (ii) your Content does not and will not infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (iii) your Content does not and will not slander, defame, libel, or invade the right of privacy, publicity or other rights of any person or entity and will not promote or incite violence, terrorism, illegal acts, or hatred on the grounds of race, ethnicity, cultural identity, religious belief, disability, gender, identity or sexual orientation; (iv) your Content does not and will not contain any viruses, adware, spyware, worms, or other malicious code; (v) your Content does not and will not include any advertisements, promotions, or solicitations of business; and, (vi) your Content does not and will not cause the Company to incur any liability or harm. Further, you hereby grant the Company a license to all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content for publication on the Service or other use by the Company pursuant to these Terms.
We need your permission to do things like hosting or reproducing your Content or sharing your Content in accordance with your applicable permissions or instructions. By uploading or otherwise transmitting any Content to the Service, you hereby grant the Company (and our affiliates and trusted third party providers) the non-exclusive right to (a) access, use, store, host, reproduce, and modify your Content in order to provide or improve the relevant features of the Service, and (b) make your Content available in accordance with your applicable access control settings. Additionally, you hereby grant each applicable User, subject to any applicable access control settings (i.e., permissions), a non-exclusive license to access your Content through the Service, and to use, reproduce, distribute, display and perform such Content as permitted through the functionality of the Service and subject to these Terms. Nothing in these Terms shall restrict other legal rights we may have to Content, for example under other licenses. We reserve the right to remove or modify Content for any reason, including Content that we believe violates these Terms or our policies or guidelines.
You acknowledge and agree that the Company may, at any time and at its option, establish limits or tiers concerning your Content or storage. At any time throughout your use of the Service if we have reason to believe that your Content infringes, or might infringe, the rights of any third party, has been uploaded or posted in breach of these Terms, our policies, or applicable law, or is otherwise unacceptable to the Company, we may remove your Content, and we may in our sole discretion attempt to provide notice of such removal. The Company will have no responsibility or liability for any Content that is removed or lost. We reserve the right to change, suspend, or discontinue part or all of any limits concerning Content or storage at any time, and we may in our sole discretion attempt to provide notice of such change.
You may remove or deactivate Content that you upload to the Service. Following the deactivation or removal of any Content, the Content licenses granted in Section 4(C) above end, except to the extent the Content has been shared with others, and they have not deleted it, or to the extent such removed Content is part of a highlight reel, clips collection or other type of derivative work. The Company may retain server copies of any Content you submit for its internal purposes, even if such Content has been deactivated, deleted or otherwise removed from the Service.
We respect the rights of third party creators and Content owners, and we expect you to do the same. You therefore agree not to post any Content that violates any law or infringes the rights of any third party.
While the Company may, in its sole discretion, promote or otherwise make certain Content more or less visible, the Company does not endorse any Content submitted to the Service by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and expressly disclaims any and all liability in connection with Content.
We value hearing from our users, and we are always interested in learning about ways we can make the Service better. If you submit any comments, ideas, suggestions, or other feedback, you agree that we are free to use them without any restriction or compensation to you.
The Service may be made available in free or paid subscription-based versions, with different service levels, access, storage, features or functionality available under each version. We reserve the right to change, suspend or discontinue part or all of any version of the paid subscription-based or free versions of the Service, for any reason, without notice and without explanation.
In order to register for a paid subscription-based account, you may be required to provide us with billing and account information (“Billing Information”) for a credit card, payment system, or other payment source for which you are authorized to approve charges (each, a “Payment Source”) to allow us to collect payment from you, as applicable, for your use of the Service. You must provide us with true, accurate, current and complete Billing Information and maintain and promptly update your Billing Information to keep it true, accurate, current, and complete.
You authorize us to automatically and immediately bill your Payment Source when charges for your use of any paid subscription-based account are due, without any further action on your part or other prior notice from the Company. You assume full responsibility for such charges, even if such charges are declined or not paid by your Payment Source.
If your Payment Source is invalid, if charges billed to your Payment Source are declined or not paid or if you fail to pay charges for a paid version of the Service when due, your account may be downgraded, suspended or cancelled, in our sole discretion. If your account is suspended, we may, but are not obligated to, maintain your account (or any related Content) in order to allow you to pay the past-due charges and restore your account. If the charges are not paid, your account may be cancelled and your Content may be removed from the Service.
All fees are non-refundable and non-transferable. Fees and transactions you complete through the Service may include sales tax based on the bill-to address and the applicable sales tax rate in effect at the time and location your transaction is completed. You will be responsible for, and will promptly pay, all taxes and duties of any kind (including but not limited to sales, use and withholding taxes) associated with any fees due by you to the Company. There is no prorated refund of any fees upon any termination or cancellation. You agree to immediately pay any amounts accrued, but remaining unpaid, as of termination (if any).
We may terminate your account or otherwise suspend your right to use the Service at any time, with or without cause or notice to you. Upon termination or suspension, you continue to be bound by Sections 2-6 and 8-13 of these Terms.
Notice. If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing us with the following information in writing:
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
(iv) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
(v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
The Company’s designated address to receive notifications of claimed infringement is:
For clarity, only DMCA notices should go to the copyright agent address; any other feedback, comments, requests for technical support, and other communications should be directed to the Company’s customer service through firstname.lastname@example.org. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.
Counter-Notice. If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your Content, you may send a counter-notice containing the following information to us:
(i) Your physical or electronic signature;
(ii) Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;
(iii) A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and
(iv) Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in San Francisco, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If we receive a counter-notice, we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider or User, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, in our sole discretion.
YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. The Service and all Content are provided on an “AS IS” basis without warranty of any kind, whether express or implied. THE COMPANY SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We take no responsibility and assume no liability for any Content that you or any other user or third party posts or transmits using the Service. You understand and agree that you may be exposed to Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you waive any rights or remedies you may have against the Company with respect thereto.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY 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 (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OR CONTENT OF USERS OR OTHER THIRD PARTIES; OR (C) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. FURTHERMORE, YOU AGREE THAT YOU WILL NOT ASSERT ANY “MORAL RIGHTS” OR OTHER SIMILAR RIGHTS RELATING TO THE USE OF YOUR CONTENT. IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU HAVE PAID FOR USE OF THE SERVICE THROUGH YOUR OWN UNIQUE END USER ACCOUNT IN THE PAST TWELVE MONTHS.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: 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. YOU HEREBY EXPRESSLY WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS UNDER THAT SECTION AND ANY LAW OF ANY JURISDICTION OF SIMILAR EFFECT WITH RESPECT TO THE RELEASE OF ANY UNKNOWN OR UNSUSPECTED CLAIMS YOU MAY HAVE AGAINST THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS.
The Service is hosted and offered by the Company from its facilities in the United States of America. We make no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.
To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless the Company, its affiliates, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) all matters related to your use of and access to the Service; (ii) your violation of these Terms; (iii) your violation of any third party right, including without limitation any patent, copyright, trademark, trade secret, property, or privacy right; or (iv) any claim that your Content caused damage to a third party. The defense and indemnification obligation contained in this Section 10 will survive these Terms and your use of the Service.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned, transferred or sold by the Company without restriction.
For any dispute you have with the Company, you agree to first contact us and attempt to resolve the dispute with us informally. If we have not been able to resolve the dispute with you informally, we each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms by binding arbitration by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. Any such arbitration shall be governed by the laws of the State of California and will be conducted in San Francisco, California. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules, except that the Company will pay for your reasonable filing, administrative, and arbitrator fees if your claim for damages does not exceed $25,000 and is non-frivolous (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property or unauthorized access to the Service. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
You agree that: (i) the Service shall be deemed solely based in California; and (ii) the Service shall be deemed a passive app that does not give rise to personal jurisdiction over the Company, either specific or general, in jurisdictions other than California. These Terms shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. We each agree to submit to the personal jurisdiction of a court of competent jurisdiction located in San Francisco, California for any action not subject to Section 12 (Arbitration).
© 2021 Demodeck LLC. The Service is protected by copyright, trademark, and other laws. These Terms do not grant you any right, title, or interest in or to the Service, others’ Content in the Service, or our trademarks, logos, or other brand features.