TERMS AND CONDITIONS
PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES, AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.
Intelliterran, Inc. d/b/a Singular Sound ("Singular Sound") provides an online website providing interactive information, tools, an online Forum (defined below), and an online shopping experience for its BeatBuddy® line of professional music products and related accessories (collectively "Site"). The Site may be accessible by a web browser, mobile application, or other technology as designated by Singular Sound from time to time.
Last Updated: August 7, 2017
By using or accessing the Site, you acknowledge and agree to comply with and be legally bound by the terms and conditions of these Terms of Service ("Terms"), whether or not you become a Customer of the Site. These Terms govern your access to and use of the Site and constitute a binding legal agreement between you and Singular Sound. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, "you" and "your" will refer and apply to that company or other legal entity. If you do not agree to these Terms, you have no right to and may not obtain information from or otherwise continue using the Site. Failure to use the Site in accordance with these Terms may subject you to civil penalties.
The following terms used in these Terms with their initial letters capitalized, and those terms defined in the introductory paragraph or elsewhere in these Terms, throughout these Terms have the meanings provided. Defined terms may be used in the singular, the plural or possessive form as the context requires:
- "BeatBuddy Hardware" means the drum machine hardware and related accessories manufactured and sold by Singular Sound including, but not limited to, the "BeatBuddy Professional Drummer," the "BeatBuddy Mini Personal Drummer," the "BeatBuddy Footswtich," and the "MIDI Sync Breakout Cable."
- "Content" means text, graphics, images, music, software (excluding the Site), audio, video, information or other electronically stored data.
- "Collective Content" means Singular Sound Content and Customer Content.
- "Customer Content" means all Content that an Customer provides, posts, uploads, publishes, submits, transmits, or makes available on the Site, including but not limited to all such Content provided for purposes of establishing, initializing, modify, or creating a Singular Sound Account.
- "Customer" means a person who (i) accesses or uses the Site and/or (ii) completes the account registration process as described under the "Account Registration" section below and whose account remains in good standing and has not otherwise been restricted or terminated by Singular Sound. Customer may be referred to herein as "you" (and in the possessive, "your").
- "Forum" means the online community and bulletin board service made available by Singular Sound on or through the Site.
- "Intellectual Property Rights" means, with respect to any thing, material or work (hereinafter, a "Work"): (a) any and all worldwide copyrights, trademarks, trade secrets and any other intellectual property and proprietary rights and legal protections in and to such Work including but not limited to all rights under treaties and conventions and applications related to any of the foregoing; (b) all patents, patent applications, registrations and rights to make applications and registrations for the foregoing; (c) all goodwill associated with the foregoing; (d) all renewals, extensions, reversions or restorations of all such rights; (e) all works based upon, derived from, or incorporating the Work; (f) all income, royalties, claims, and payments now or hereafter due or payable with respect thereto; (g) all causes of action, either in law or in equity for past, present or future infringement based on the Work; (h) all rights corresponding to each of the foregoing throughout the world; and (i) all the rights embraced or embodied therein, including but not limited to, the right to duplicate, reproduce, copy, distribute, publicly perform, display, license, adapt, prepare derivative works from the Work, together with all physical or tangible embodiments of the Work.
- "Premium Content" means certain downloadable digital Singular Sound Content made available to Customers by purchase through the Site for use in connection with BeatBuddy Hardware.
- "Singular Sound," "we," "us," and "our" shall refer to Intelliterran, Inc. d/b/a Singular Sound.
- "Singular Sound Content" means all Content that Singular Sound makes available through the Site including any Content licensed from a third party, but excluding Customer Content.
- "Singular Sound Products" means any good offered for sale, sold, or made available for sale by Singular Sound through or on the Site including, but not limited to, BeatBuddy Hardware and Premium Content.
- "Singular Sound Services" means any services provided or made available by Singular Sound through or on the Site including, but not limited to, the Forum.
- Acknowledgements and Disclaimers
NEITHER WE NOR ANY OF OUR THIRD PARTY LICENSORS OR SUPPLIERS MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO ANY ASPECT OF THE SITE TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. WE HEREBY DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, OR ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SITE WILL FUNCTION AS DESCRIBED, WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF HARMFUL COMPONENTS, THAT ANY CONTENT, FILES, DATA OR OTHER MATERIALS (INCLUDING BUT NOT LIMITED TO ANY CUSTOMER CONTENT) UPLOADED TO, DOWNLOADED FROM, OR STORED BY OR WITHIN THE SITE WILL BE TIMELY, CURRENT OR SECURE, OR WILL NOT BE LOST, CORRUPTED OR OTHERWISE DAMAGED OR IMPAIRED, OR THAT WE WILL BE ABLE TO PREVENT DISRUPTION OF OR TO ANY OF THE SITE OR THAT WE WILL CORRECT ANY DEFECTS.
- Modification of Site or Terms
Singular Sound reserves the right, at its sole discretion, to modify the Site or to modify these Terms at any time and without prior notice. If we modify these Terms, we will either post the modification on the Site or otherwise provide you with notice of the modification. Please also refer to the "Last Updated" date indicated at the beginning of these Terms. Through continued access or use of the Site after Singular Sound has posted a modification thereon or has provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, you must discontinue use of the Site.
- Customer Eligibility
The Site is intended for persons who are 18 years of age or older. Any access to or use of the Singular Sound Services, Singular Sound Products, or the Site by anyone under 18 is prohibited. By accessing or using you represent and warrant that you are 18 years of age or older. Persons under the age of 18 may not use the Singular Sound Services or the Site unless accompanied and supervised by an eligible Customer over the age of 18. In any event, by becoming a Customer, you represent and warrant that you are at least 18 years old and that you have the right, authority and capacity to enter into and abide by the terms and conditions of these Terms. Without limiting the foregoing, the Site is not available to Customers or any other person or entity that have had their Customer account temporarily or permanently deactivated.
- Singular Sound Accounts
- Registration, Profile, and Customer Content
In order to access certain features of the Site, participate in and receive Singular Sound Services, and to purchase Singular Sound Products, you may be required register to create one or more accounts ("Singular Sound Accounts"). You may register directly via the Site or as described in this section. In some cases separate Singular Sound Accounts will be needed to access different portions of the Site, for example our to access online shopping for Singular Sound Products, access and purchase Premium Content, and to access and participate in the Forum.
You are solely responsible for your Singular Sound Accounts, your Customer Content, and your interactions with other members of the public, and Customers. You agree to provide and maintain accurate, current and complete information and that we and other members of the public may rely on your Customer Content as accurate, current and complete. You are the sole authorized user of any of your Singular Sound Accounts. You are responsible for maintaining the confidentiality of any password provided by you or Singular Sound for accessing the Singular Sound Site. You are solely and fully responsible for all activities that occur under your Singular Sound Accounts, and Singular Sound expressly disclaims any liability arising from the unauthorized use of your Singular Sound Accounts. Should you suspect that any unauthorized party may be using any of your Singular Sound Accounts or you suspect any other breach of security, you agree to notify us immediately.
- Third Party Social Networking
Your Singular Sound Accounts and certain aspects of your use of the Site may interface with certain third party social networking sites ("SNS") (including, but not limited to, Facebook; each such account, a "Third Party Account"). As part of the functionality of the Site, you may link your Singular Sound Account with Third Party Accounts, by either: (i) providing your Third Party Account login information to Singular Sound through the Site; or (ii) allowing Singular Sound to access your Third Party Account, as permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to Singular Sound and/or grant Singular Sound access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating Singular Sound to pay any fees or making Singular Sound subject to any usage limitations imposed by such third party service providers. By granting Singular Sound access to any Third Party Accounts, you understand that Singular Sound will access, make available and store (if applicable) any Content that you have provided to and stored in your Third Party Account ("SNS Content") so that it is available on and through the Site via your Singular Sound Account and Singular Sound Account profile page, where applicable. Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be Customer Content for all purposes of these Terms. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts will be available on and through your Singular Sound Account on the Site.
Please note that if a Third Party Account or associated service becomes unavailable or Singular Sound's access to such Third Party Account is terminated by the third party service provider, then SNS Content will no longer be available on and through the Site. You have the ability to disable the connection between your Singular Sound Account and your Third Party Accounts, at any time, by accessing the "Settings" section of the Site or similar functionality. YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. Singular Sound makes no effort to review any SNS Content for any purpose, including but not limited to for accuracy, legality or non-infringement and Singular Sound is not responsible for any SNS Content
- Limitation, Suspension, Termination, and Cancellation of Accounts
You may not have more than one (1) Singular Sound Account for any given Singular Sound Service. This means, for example, you may have only one Singular Sound Account each for making purchases for Singular Sound Goods, purchasing, downloading, and accessing Premium Content, and participating in the Forum. You must and agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Singular Sound reserves the right to suspend or terminate your Singular Sound Accounts and your access to the Site if you provide false or misleading information or otherwise violate these Terms. You are responsible for safeguarding your password and agree not to disclose your password to any third party. You have sole responsibility for any activities or actions under your Singular Sound Accounts, whether or not you have authorized such activities or actions. You are obligated to immediately notify Singular Sound of any unauthorized use of your Singular Sound Accounts.
Singular Sound may, in our discretion and without liability to you, with or without cause, with or without prior notice and at any time, decide to limit, suspend, deactivate or cancel any or all of your Singular Sound Accounts and/or deny you access to the Site, Singular Sound Services, or Singular Sound Products. If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) any or all of your Singular Sound Accounts will be deactivated or suspended, your password will be disabled, and you will not be able to access the Site, the applicable Singular Sound Account(s), or receive assistance from Singular Sound; and (b) any pending or future orders for Singular Sound Products will be immediately terminated or cancelled. Upon termination, deactivation, or suspension of your Singular Sound Account(s), you are required to immediately cease all use of the Site and/or Singular Sound Services and may not re-register under any other Singular Sound Accounts.
You may cancel any or all of your Singular Sound Accounts at any time via the "Cancel Account" or other similarly designated feature of the Site or by sending us an e-mail or contacting us by telephone.
- Singular Sound Communications
By becoming a Customer, you expressly consent and agree to accept and receive communications from us, including via e-mail, text message, calls, and push notifications to the telephone number you provide to us. By consenting to being contacted by Singular Sound, you understand and agree that you may receive communications generated by automatic telephone dialing systems and/or other methods and systems, which will deliver prerecorded messages sent by or on behalf of Singular Sound, its affiliated companies and/or other Customers, including but not limited to: operational communications concerning your Singular Sound Account, use of the Singular Sound Site, Singular Sound Services, and Singular Sound Products, updates concerning new and existing features on the Singular Sound Site, communications concerning promotions run by us or our third party partners, and news concerning Singular Sound.
IF YOU WISH TO OPT-OUT OF PROMOTIONAL EMAILS, TEXT MESSAGES, OR OTHER COMMUNICATIONS, YOU MAY OPT-OUT BY FOLLOWING THE UNSUBSCRIBE OPTIONS THAT ARE PROVIDED TO YOU. Standard text messaging charges applied by your telephone phone carrier will apply to text messages we send. You acknowledge that you are not required to consent to receive promotional messages as a condition of using the Singular Sound Site or the Singular Sound Services. However, you acknowledge that opting out of receiving text messages or other communications may impact your use of the Site or the Singular Sound Services.
- Orders, Returns, and Other Financial Terms
- Placing Orders
Orders for any Singular Sound Products, including BeatBuddy Hardware and Premium Content, may be made online through the Site. Singular Sound reserves the right, in its sole discretion and at any time after receiving your order, to accept, refuse, place on hold or cancel any order you submit to us, including the right to limit quantities purchased. Once we receive your order, we'll provide you with an e-mail confirmation. Your receipt of an order confirmation does not signify Singular Sound's acceptance of your order or a confirmation of our offer to sell; but simply an acknowledgement that we received your order.
After receiving your order, Singular Sound may contact you to request clarification, additional or missing information regarding your order or your account including billing and shipping information. It is your sole responsibility to deliver the additional information to Singular Sound in a timely manner. Singular Sound reserves the right, in its sole discretion, to place your order on-hold or even cancel it if the requested information is not received in time or is incomplete. Orders on-hold may be cancelled after being submitted if there's missing information, and a credit or refund will be issued according to these Terms.
In the event Singular Sound makes a change to or cancels an order, we will attempt to notify you by contacting the e-mail and/or phone number provided at the time the order was submitted. If you want to make changes to an order, please contact us as soon as possible and within 24 hours after submitting your order for help. We cannot guarantee that we will be able to make any changes to your order, so make sure you double check your selections and customizations before placing your order. After 24 hours, your order cannot be changed.
- Payments and Authorizations
Customer agrees to pay Singular Sound for all fees associated with the purchase of any Singular Sound Products or Singular Sound Services, where applicable. All fees are due in full at the time of purchase and/or confirmation of your order through the Site
You may be asked to provide customary billing information such as name, billing address and credit card or other payment information either to Singular Sound or its third party payment processor(s), such as PayPal. You agree to pay Singular Sound for any Singular Sound Services or Singular Sound Products made in connection with your Singular Sound Account and/or use of the Singular Sound Site in accordance with these Terms by one of the methods described on the Site. You hereby authorize the collection of such amounts by charging the credit card or other payment method provided, either directly by Singular Sound or indirectly, via a third party online payment processor or by one of the payment methods described on the Site. If you are directed to any Singular Sound third party payment processor(s), you may be subject to terms and conditions governing use of that third party's service and that third party's personal information collection practices.
In furtherance of your use of the Site, you understand and agree that Singular Sound reserves the right, in its sole discretion, to (i) obtain a pre-authorization via your credit card or other payment method for any fees associated with Singular Sound Services or Singular Sound Products or (ii) charge your credit card or other payment method a nominal amount, not to exceed one dollar ($1), or a similar sum in the currency in which you are transacting, to verify your credit card or other payment method. As a general rule, Singular Sound will collect the any fees due once Singular Sound receives confirmation that the Customer's order for Singular Sound Products is confirmed; if necessary, such fees may instead be collected at an earlier or later point. Singular Sound cannot control and is not responsible for any fees that may be charged to a Customer by her or his bank, financial institution, or payment provider, related to Singular Sound's collection of the Service Fees or Products Fees, and Singular Sound expressly disclaims all liability in this regard.
Singular Sound will take reasonable action to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the same payment method used for the original payout to or payment by you.
Shipping charges and expected delivery dates may be displayed through the Site at the time of your order. This information may also appear in any order confirmation e-mail. Based on our service locations and your shipping address, we determine the most efficient shipping carrier for your order. The carriers that may be used include, but are not limited to, the U.S. Postal Service (USPS), United Parcel Service (UPS), and FedEx. Occasionally, we need to send your order in two or more shipments.
- Premium Content
Premium Content comprises digital products including additional tracks and data compatible with BeatBuddy Hardware and other Singular Sound Products. After successful payment, you will be redirected to the appropriate page of the Site, where you will have access to download or otherwise retrieve any Premium Content you have purchased. Due to nature of digital products we sell, we do not offer refunds. Please evaluate all items you consider purchasing prior to purchasing them.
- Returns and Exchanges
Singular Sound takes pride in its Singular Sound Products and desires that all Customers be satisfied with their purchase. If for any reason within the first thirty (30) days you are unsatisfied with your Singular Sound Products, exclusive of Premium Content (of which all sales are final), you may return or exchange your Singular Sound Products. At Singular Sound's sole discretion we may provide you with a pre-paid shipping label although we are no obligated to do so. Singular Sound reserves the right in its sole discretion to deny the issuance of a credit or refund for any Singular Sound Products that are believed to be abused or damaged. Any such items returned to Singular Sound will be sent returned to the customer without processing and without any further obligation from Singular Sound.
- Limited Warranty
Your BeatBuddy Hardware comes with a 2 year limited warranty on parts and workmanship from the date of purchase (or delivery, in the case of pre-orders). During this period we will repair or replace (at our option) defective units free of charge. However, most issues can be solved by visiting the FAQ. If your issue cannot be resolved there, please email firstname.lastname@example.org. If you cannot fix the problem, you will receive instructions to send the BeatBuddy Hardware in for servicing. The warranty remains valid only if the serial number on the unit is not defaced or removed. This warranty does not cover damage due to misuse, unauthorized tampering, accident or neglect. Warranty is only valid if your pedal has been properly registered via the Site at https://singularsound.com/warranty/. Upon warranty registration, your warranty will be valid for 24 months from original purchase/delivery.
Singular Sound, at its sole discretion, may make available promotions with different features to any of our Customers or prospective Customers. These promotions, unless made to you, shall have no bearing whatsoever on these Terms or your relationship with Singular Sound. Any promotional coupon or code that is used is applied at the discretion of Singular Sound, and you agree that while Singular Sound will reduce only the cost of Singular Sound Products based on the monetary amount and/or discount value, all other applicable fees such as shipping and handling (if applicable), and sales tax will still apply and will be due to Singular Sound upon completion of the transaction.
- User Conduct
You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Site. In connection with your use of the Site, including the Forum, you may not and you agree that you will not:
- violate any local, state, provincial, national, or other law or regulation, or any order of a court;
- use manual or automated software, devices, scripts, robots, backdoors or other means or processes to access, "scrape," "crawl" or "spider" any web pages or other services contained in the Site;
- use the Site for any commercial or other purposes that are not expressly permitted by these Terms;
- copy, store or otherwise access or use any information contained on the Site for purposes not expressly permitted by these Terms;
- infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;
- interfere with or damage the Site, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
- use the Site to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
- use the Site in connection with the distribution of unsolicited commercial email ("spam");
- stalk, harass, or bully any other user of the Site;
- collect or store any personally identifiable information about any other user other than for purposes of transacting as an Singular Sound;
- register for more than one Singular Sound Account or register for a Singular Sound Account on behalf of an individual other than yourself;
- recruit or otherwise solicit any Customer to join third party services or websites that are competitive to Singular Sound, without Singular Sound's prior written approval;
- impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
- use automated scripts to collect information from or otherwise interact with the Site;
- post, upload, publish, submit or transmit any Content that (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other Intellectual Property Rights, or rights of publicity or privacy, (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability, (iii) is fraudulent, false, misleading or deceptive, (iv) is defamatory, obscene, pornographic, vulgar or offensive, (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group, (vi) is violent or threatening or promotes violence or actions that are threatening to any other person, or (vii) promotes illegal or harmful activities or substances;
- systematically retrieve data or other content from the Site to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
- use, display, mirror or frame the Site, or any individual element within the Site, Singular Sound's name, any Singular Sound trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Site, without Singular Sound's express written consent;
- access, tamper with, or use non-public areas of the Site, Singular Sound's computer systems, or the technical delivery systems of Singular Sound's providers;
- attempt to probe, scan, or test the vulnerability of any Singular Sound system or network or breach any security or authentication measures;
- avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Singular Sound or any of Singular Sound's providers or any other third party (including another user) to protect the Site;
- attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site; or
Singular Sound has the right to investigate and prosecute violations of any of the above to the fullest extent of the law.
Singular Sound may access, preserve and disclose any of your information if we are required to do so by law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against Singular Sound or to comply with legal process (for example, subpoenas or warrants), (ii) enforce or administer our agreements with users (iii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (iv) protect the rights, property or safety of Singular Sound, its users, or members of the public. You acknowledge that Singular Sound has no obligation to monitor your access to or use of the Site but has the right to do so for the purpose of operating and improving the Site (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to content that it determines is otherwise objectionable or as set forth in these Terms. Singular Sound reserves the right, at any time and without prior notice, to remove or disable access to any materials that Singular Sound, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site.
- Intellectual Property and Customer License Agreement
- General Intellectual Property Provisions
The Site is protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Site and Singular Sound Content, including all associated Intellectual Property rights, are the exclusive property of Singular Sound and its licensors (hereinafter "Singular Sound Intellectual Property"). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site or Collective Content. All trademarks, trade names, and source identifiers of Singular Sound used on or in connection with the Site are trademarks or registered trademarks of Singular Sound. Trademarks, trade names, and any other source identifiers of third parties used on or in connection with the Site are used for identification purposes only and may be the property of their respective owners.
Nothing in these Terms grants, transfers or conveys, nor may be construed or operate as a grant, transfer or conveyance to any Customer or any other person of any right, title or interest in or to any of Singular Sound Intellectual Property therein, including but not limited to any trademark, trade name, service mark or other proprietary identifying symbols used by us from time to time on or in connection with the Site, or any feature or functionality thereof. No Customer or other person may use any of Singular Sound Intellectual Property without in each case first obtaining our prior written consent, which consent may be withheld in our sole and absolute discretion. All goodwill arising from or incident to any use of Singular Sound Intellectual Property shall inure exclusively to us or our third party licensors as applicable.
You agree you shall not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our affiliates, business partners, licensors, licensees or transferees, any patent infringement or other Intellectual Property infringement claim with respect to the Site.
- Notice of Infringement
Singular Sound respects Intellectual Property law and expects all Customers to do the same. It is Singular Sound's policy to terminate in appropriate circumstances the Singular Sound Accounts of Customers or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of Intellectual Property owners. Claims of trademark, copyright, or patent infringement or any other alleged Intellectual Property violations should be sent to Singular Sound's designated agent. Please review Singular Sound's Intellectual Property Policy, found at https://singularsound.com/legal-pages/ip, for further information.
- Software and Application License
To the extent made available by Singular Sound and subject to your compliance with these Terms, Singular Sound grants Customers a limited non-exclusive, non-transferable license to download and install a copy of the Site on each mobile device or computer that you own or control and execute such copy of the Site solely for your own personal use. Singular Sound shall electronically deliver or make available the Site, such that no tangible media passes to Customer. Customer will be responsible for obtaining Internet connections and other third-party software and services necessary for it to access the Site. You expressly agree and acknowledge that you neither have nor claim any ownership rights in and to the Singular Sound Site.
- Singular Sound Content License
Exclusive of Premium Content, Singular Sound grants Customers a limited, non-exclusive, non-transferable license, to (i) access and view any Singular Sound Content solely for your personal and non-commercial purposes and (ii) access and view any Customer Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section. You agree not to use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site or Singular Sound Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise to Singular Sound Intellectual Property, except for the licenses and rights expressly granted in these Terms.
With respect to Premium Content purchased, downloaded and lawfully obtained by Customer, Singular Sound grants Customers a limited, non-exclusive, non-transferable license, royalty-free license to through the BeatBuddy Hardware publically perform, adapt, modify, and prepare derivative works based upon such Premium Content. However, Customer may not distribute, license, sub-license, sell, transfer, transmit, broadcast or otherwise exploit any Premium Content. No other licenses or rights are granted to you by implication or otherwise to Premium, except for the licenses and rights expressly granted herein.
- Customer Content License
Singular Sound may, in our sole discretion, permit you to post, upload, publish, submit or transmit Customer Content. By making available any Customer Content on or through the Site, you hereby grant to Singular Sound a worldwide, irrevocable, perpetual (or for the term of the protection), non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Customer Content on, though, by means of, or to promote or market the Site. Singular Sound does not claim any ownership rights in any such Customer Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Customer Content.
You acknowledge and agree that you are solely responsible for all Customer Content that you make available through the Site. Accordingly, you represent and warrant that (i) you either are the sole and exclusive owner of all Customer Content that you make available through the Site or you have all rights, licenses, consents and releases that are necessary to grant to Singular Sound the rights in such Customer Content, as contemplated under these Terms, and (ii) neither the Customer Content nor your posting, uploading, publication, submission or transmittal of the Customer Content or Singular Sound's use of the Customer Content (or any portion thereof) on, through or by means of the Site will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary rights or Intellectual Property, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
If you provide any suggested improvement(s) to the Site or any feature or functionality thereof (each a "Suggestion" and collectively "Suggestions") to Singular Sound, we will own all right, title and interest (including any Intellectual Property rights) in and to any Suggestion even if the person making the Suggestion has designated the Suggestion as confidential or proprietary. Singular Sound shall be entitled to use and exploit any Suggestion without restriction. You must, and hereby do, irrevocably assign to Singular Sound all right, title and interest (including all Intellectual Property rights) in and to all Suggestions (if any) and agree to provide us or our designees with any assistance we may or they may reasonably request or require from time to time to further document, perfect and maintain our rights in any Suggestion.
- Third Party Websites, Applications, Links, and Resources
The Site may contain links to or otherwise interface or connect with third party websites or resources, for example SNS (defined above), Salesforce and Paypal or other like payment processors. You acknowledge and agree that Singular Sound is 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 Singular Sound 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 or the content, products or services on or available from such websites or resources.
- Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE AND ANY CONTACT YOU HAVE WITH OTHER CUSTOMERS OF SINGULAR SOUND, WHETHER IN PERSON OR ONLINE, REMAINS WITH YOU.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER SINGULAR SOUND NOR ANY OF OUR AGENTS, REPRESENTATIVES, CONTRACTORS OR AFFILIATES, SHALL BE LIABLE TO ANY CUSTOMER, ANY USER, ANY GUESTS OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, FILES, DATA, CONTENT, BUSINESS, OPPORTUNITIES, REVENUES, ANTICIPATED SAVINGS OR OTHERWISE (EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) OR FOR ANY DAMAGES FOR BODILY INJURY OR EMOTIONAL DISTRESS IN CONNECTION WITH THE SITE, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) ACCESS TO OR USE OF, OR THE INABILITY TO ACCESS OR USE, THE SYSTEM OR ANY SERVICE OR ANY PART THEREOF, (II) THE PROVISION OF OR FAILURE TO PROVIDE, OR ANY INTERRUPTION OF, ANY SINGULAR SOUND SERVICE OR ANY OTHER SERVICE, (III) ANY INFORMATION, SOFTWARE, PRODUCT, SERVICE, DATA, FILE, CONTENT, OR MATERIALS STORED ON, OBTAINED THROUGH, UPLOADED TO OR DOWNLOADED FROM THE SYSTEM OR ANY SERVICE, OR ANY DAMAGE TO OR CORRUPTION OR LOSS OF ANY OF THE FOREGOING, (IV) THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS, SERVICES OR CONTENT, OR (V) ANY ACCESS TO OR USE OF, OR ANY INABILITY TO ACCESS OR USE ANY CONTENT OR MATERIALS.
IN THE EVENT THAT NOTWITHSTANDING THE PROVISIONS OF THE FOREGOING PARAGRAPHS OF THIS SECTION, WE (OR ANY OF OUR AGENTS, REPRESENTATIVES, CONTRACTORS, AFFILIATES OR THIRD PARTY LICENSORS OR SUPPLIERS) ARE FOUND LIABLE TO CUSTOMER, ANY USER OR GUEST OR OTHERWISE FOR DAMAGES FROM ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, THE AGGREGATE AMOUNT OF ALL SUCH LIABILITY SHALL BE LIMITED TO AND SHALL NOT EXCEED THE GREATER OF $300.00 OR THE AMOUNT ACTUALLY PAID TO US BY CUSTOMER OR YOU (AS APPLICABLE) FOR AND WITH RESPECT TO THE PARTICULAR SINGULAR SOUND SERVICES THAT GIVE RISE TO SUCH CLAIM IN WHICH THE CAUSE OF ACTION ACCRUED.
THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.
You agree and must at all times indemnify, defend and hold Singular Sound and its third party suppliers or licensors, each of our and their business partners and each of our and their respective employees, officers, directors and representatives (each an "Indemnitee" and collectively the "Indemnitees"), harmless from and against any and all losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including attorneys' fees and court costs) suffered or incurred by any of the Indemnitees as a result of any third party claim, action, suit, or proceeding arising out of or incident to (i) any Customer or other person's use of or access to the Site in a manner not authorized by these Terms, or in violation of any applicable laws, (ii) Content including any claim involving infringement or misappropriation of third party rights or the use, development, design, manufacture, production, advertising, promotion or marketing of Customer Content, (iii) any breach by Customer or any other person of any term or condition of these Terms, including without limitation, any representation and warranty hereunder, or (iv) any act, omission or misconduct of Customer or any other person using or accessing the Site.
We will promptly notify you of any claim which we become aware of and which we believe to be subject to indemnification under this Section; provided that our failure to promptly notify you shall not affect your indemnification obligations hereunder except to the extent that our failure to promptly notify you materially prejudices your ability to defend the claim. At our option, you will have the right to defend against any such claim(s) with counsel of your own choosing (subject to a conflicts assessment), and to settle such claim as you deem appropriate, provided that you (nor any Person acting on your behalf) may enter into any settlement without Singular Sound's prior written consent (which may be conditioned or withheld in our sole and absolute discretion) and provided that we may, at any time, elect to take over control of the defense and settlement of any claim.
- Dispute Resolution
If you reside in the United States, you and Singular Sound agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Site (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other Intellectual Property Rights. You acknowledge and agree that you and Singular Sound are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative proceeding. Further, unless both you and Singular Sound otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding.
- Rules and Governing Law
This agreement to arbitrate evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. The AAA Rules are available at www.adr.org/arb_med. The Federal Arbitration Act will govern the interpretation and enforcement of this section.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Texas and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
- Location and Procedure
Unless you and Singular Sound otherwise agree, the arbitration will be conducted in Florida, United States. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Singular Sound submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.
Notwithstanding the provisions of the "Modification" section above, if Singular Sound changes this "Dispute Resolution" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within 30 days of the date such change became effective, as indicated in the "Last Updated" date above or in the date of Singular Sound's email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Singular Sound in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
- General Provisions
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Singular Sound (i) via email (in each case to the address that you provide) or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
- Controlling Law and Jurisdiction
These Terms and your use of the Site and Singular Sound Services will be interpreted in accordance with the laws of the State of Florida and the United States of America, without regard to its conflict-of-law provisions. You and we agree to submit to the personal jurisdiction of a state court located in Miami-Dade County, Florida or a United States District Court, Southern District of Florida located in Miami, Florida for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights, as set forth in the Dispute Resolution provision.
- Waiver and Enforceability
The failure of Singular Sound to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Singular Sound. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
- Third Party Beneficiary
These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties. Notwithstanding the foregoing, the parties agree that the payment card networks are third party beneficiaries of these Terms for purposes of enforcing provisions related to payments, but that their consent or agreement is not necessary for any changes or modifications to these Terms.
- Term and Termination
These Terms are effective upon your access to and/or use of the Singular Sound Site or Singular Sound Services, or the creation of a Singular Sound Account, as amended by any modifications made by Singular Sound as outlined at the start of these Terms. You may discontinue your use of the Singular Sound Site or participation in the Singular Sound Services at any time, for any reason. We may suspend or deactivate your Singular Sound Account, or revoke your permission to access the Singular Sound Site, at any time, for any reason, upon notice to you. We reserve the right to refuse access to the Singular Sound Site to any Customer for any reason not prohibited by law. Either party may terminate the Agreement for any reason upon written notice to the other party.
Sections I (Definitions), II (Acknowledgments and Disclaimers), VI (Orders, Returns, and Other Financial Terms), VIII (Intellectual Property and Customer License Agreement), X (Limitation of Liability), XI (Indemnification), XII (Dispute Resolution), and XIII (General Provisions) shall survive termination of these Terms.
- Entire Agreement
These Terms constitute the entire and exclusive understanding and agreement between Singular Sound and you regarding the Site and Singular Sound Services rendered via the Site, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Singular Sound and you regarding the Singular Sound Services or the Site.
These terms are neither assignable nor transferrable by you, by operation of law or otherwise, without Singular Sound's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Singular Sound may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
- All references in these Terms to Sections and other subdivisions refer to the Sections and other subdivisions of these Terms unless expressly provided otherwise. The word "including" shall not be restrictive. The word "or" has the inclusive meaning represented by the phrase "and/or." The words "this Agreement," "herein," "hereof," "hereby," "hereunder" and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. All headings and captions in these Terms are for convenience of reference only and are not intended to and shall not define or limit the scope or intent of any provision of this Agreement.