Effective as of: June 9 2020
VEVA Sound, LLC, a Tennessee limited liability company ("VEVA Sound", “we” or "us") provides access to the VEVA Sound website, currently located at https://www.vevasound.com (“Site”), certain features, functionality and services (including, without limitation, our web product currently entitled VEVA Collect) offered by us (“Web Services”), and any and all related mobile applications (“Application(s)”, and together with the Site and Web Services, “Services”). These terms and conditions (“Terms”) govern your access and use (as a registered user or otherwise) of the Site and Services. By accessing or using the Services, you accept and agree to be bound by these Terms. If you do not agree, you may not access or use the Services.
I. Terms of Access and Use
Subject to these Terms, we grant you a limited, non-exclusive, nontransferable personal license to access and use the Services, and by doing so, you represent and warrant that you are over eighteen (18) years of age, and that you are either an individual acting on your own behalf, or the authorized agent of another individual or business (provided, your use of the Services as an authorized agent shall not relieve you of personal responsibility for your use of the Services). The rights granted to you by these Terms may be revoked by VEVA Sound at any time, in its sole discretion.When you download the Application under these Terms you are granted a limited, non-exclusive, non-transferable license to use the Services on a computer, tablet or mobile device that you own or control. If you have accessed or downloaded the Application from any “app” store or distribution platform, such as the Apple App Store or Google Play (“App Provider”), you acknowledge and agree that: (i) these Terms and the license granted herein are between you and us only and we are solely responsible for the Application; (ii) the App Provider has no obligation to furnish any maintenance and support services for the Application; (iii) the App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the Application or your possession and use of the Application; (iv) the App Provider, and its subsidiaries, are third party beneficiaries of these Terms as related to your license of the Application, and that, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the Application against you as a third party beneficiary thereof; and (v) you will comply with all applicable third party terms of service when using the Application, including any applicable App Provider terms of service. The Application may automatically download and install updates from time to time. These updates are designed to improve, enhance and further develop the Application and may take the form of bug fixes, enhanced functions, new software modules and new versions.
II. Registration and Accounts
In order to use certain features of the Services, you may be required to register for an account (“Account”) with us and provide certain information about yourself as necessary. You represent and warrant that all required registration information you submit is truthful and accurate, and that you will maintain the accuracy of such information. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. We cannot and will not be liable for any loss or damage arising from unauthorized access to your Account or your failure to comply with the above requirements.
III. User Content and Activity
When accessing or using the Services you may: (i) submit, upload, store or display audio, video, text, images, information, credits, reviews, comments, questions, feedback and other content or materials, including third party content used by you (“User Content”) directly on or through the Services, (ii) share your User Content with your collaborators or other third parties you communicate with through the Services (“Collaborators”), and (iii) access, stream, view and listen to your User Content and other content shared with you by your Collaborators (collectively, “User Activity”).To the extent needed to operate the Services and facilitate your User Activity, you give us permission to host, back-up, scan, access, store, stream, display and share your User Content as directed by you.You represent and warrant to us that: (i) you own or otherwise are fully vested of the necessary copyrights and other rights in order to make the grant of rights, licenses and permissions herein, and (ii) any User Content that you submit through the Services is owned solely by you and does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below), rights of publicity or privacy rights. We reserve the right, but are not obligated, to reject and/or remove any User Content that we believe, in our sole discretion, violates these provisions, and the Terms generally (in connection with our “Copyright Claims” policy, or otherwise).You are solely responsible for the User Content you submit through the Services as well as your User Activity generally. VEVA Sound takes no responsibility and assumes no liability for any User Content that you or any other users or third parties (including, without limitation, your Collaborators) post, use, store or share through the Services. You understand and agree that you are and shall remain solely responsible for the User Content that you upload and share, and any loss or damage of any kind that occurs as a result of the use of any User Content that you share, upload, download, stream, store, transmit, display, or otherwise make available or access through the Services.For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
IV. Permissible Use of the Site and Service and Restrictions
We work hard to maintain our Services through which our goal is to provide an accessible and efficient place for content creators to work, share and collaborate. In order to accomplish that, we also expect a responsible standard of behavior from our users. Accordingly, in order to use the Services, you agree that your User Activity will not constitute any of the following, and you otherwise agree not to do any of the following in connection with the Services:▪ advocate, communicate, publish or share information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, unlawfully pornographic or indecent, contain extreme acts of violence or terrorist activity, or otherwise objectionable content that may be deemed to constitute “hate speech”;▪ share information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships;▪ create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or other third party, or any other loss or damage to any person or property;▪ violate any local, state, national or international law, or share any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);▪ rent, transfer, assign, resell or sublicense access to the Services to any third-party;▪ combine or integrate the Services with hardware, software or other technology or
materials not provided by us;▪ modify or create any derivative product based on the Services;▪ decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any component of the Services is compiled or interpreted, and nothing in these Terms should be interpreted as granting you any right to obtain or use source code;▪ copy, reproduce, distribute, republish, download, display, post, or transmit the Services or any content made available to you in connection with which you are not authorized to copy, reproduce, distribute, republish, download, display, post, or transmit, in any form or by any means;▪ stalk, harass or harm another individual, or collect or store personal data about other users or impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or▪ interfere with or disrupt the Services or servers or networks connected to the Services, disobey any requirements, procedures, policies or regulations of networks connected to the Services, or use any high volume, automated, or electronic means to access the Services (including, without limitation, robots, spiders or scripts).
The basic functions of the Services will be made available to users free of charge, however, you have the option to add paid features to your Account by subscribing to a paid account (“Paid Account”). If you choose to subscribe to a Paid Account, the initial subscription term starts on the date that the fees due have been paid in full, and you will be responsible for the monthly charges and fees you select at the time you create your Paid Account. All fees will be determined by us in our sole discretion, and are not refundable. Applicable taxes, and other charges and fees incurred in order to access your Paid Account may also apply. We may decide to change the fees due in connection with Paid Account access, but we will give you advance notice of such changes giving you the option to cancel your Paid Account prior to such increased fees going into effect. We reserve the right to suspend or cancel your Paid Account if you fail to pay the associated fees.
As between you and us, we retain all right, title and interest in and to the Services, and all related Intellectual Property Rights. All rights in and to the Services not expressly granted herein are reserved. All trademarks, logos and service marks (“Marks”) displayed on the Services are either our property, or the property of third parties. You are not permitted to use these Marks without our prior written consent, or the consent of such third party owner of the Mark(s) if not owned by us.
To the extent you provide us with any feedback, suggestions or other content regarding the Services (excluding your User Content), including, but not limited to, reviews and comments made, submitted, or posted by you through the Services (“Feedback”), you hereby assign to us all rights in the Feedback and agree that we shall have the right to use such Feedback and related information in any manner we deem appropriate. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You shall not submit to us any information or ideas that you consider to be confidential or proprietary.
VIII. Links to Third-Party Websites or Services
You may be able to access websites, content, products or services provided by third parties through links that are made available on the Services (“Third Party Services”). If you elect to use such Third Party Services, you understand that your use of them will be subject to any terms and conditions required by the applicable third parties. You understand that we are not the provider of, and (to the maximum extent legally permitted) are not responsible for, any such Third Party Services or any transactions or use thereof. Where the Services include any links to Third Party Services, this does not imply any endorsement by us of the goods, services or materials available on such Third Party Services.
IX. Hold Harmless and Limited Liability
You agree to use the Services at your own sole risk, and agree to hold harmless VEVA Sound and its licensors and/or any of our or their respective successors and assigns from any and all liability, harm, damages, costs (including attorneys’ fees and legal and court costs), expenses, allegations, claims and legal action of any kind at any time or of any sort that may arise from your use of the Services and/or any violation of these Terms or of applicable law. Your agreement to these Terms shall permanently and wholly bar you from any legal action of any sort towards VEVA Sound for the use of the Services or any resultant effects of any sort, shape, kind or type, including any statutory and/or tort actions, specifically inclusive of any legal, action of any type, kind, or sort.
THE SERVICES AND ALL INFORMATION, CONTENT AND MATERIALS PROVIDED VIA THE SERVICES ARE PROVIDED "AS IS." WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE FITNESS FOR A PARTICULAR USE OR PURPOSE, OR ANY OTHER WARRANTY, CONDITION, GUARANTY, OR REPRESENTATION, INCLUDING BUT NOT LIMITED TO THE ACCURACY, TIMELINESS OR USEFULNESS OF ANY INFORMATION OR MATERIALS PROVIDED VIA THE SERVICES. WE CANNOT GUARANTEE THAT ACCESS TO OR USE OF THE SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, ERROR-FREE OR SECURE. WE EXPRESSLY DISCLAIM ALL WARRANTIES TO THE FULLEST EXTENT OF THE LAW.NEITHER VEVA SOUND NOR ANY OF OUR SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, REPRESENTATIVES, AGENTS, PREDECESSORS, SUCCESSORS, LICENSORS OR ASSIGNS SHALL BE RESPONSIBLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES INCURRED IN CONNECTION WITH USE OF, OR INABILITY TO USE, THE SERVICES OR ANY OF THE INFORMATION OR MATERIALS PROVIDED ON THE SERVICES, OR ANY DAMAGE OR LOSS, INTERRUPTIONS, ERRORS, DEFECTS, OR DELAYS IN PERFORMANCE, REGARDLESS OF THE CLAIM AS TO THE NATURE OF THE CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. OUR AGGREGATE LIABILITY, AND THE AGGREGATE LIABILITY OF OUR LICENSORS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO $100. THE FOREGOING IS APPLICABLE TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.
X. Copyright Claims
If you believe that any content on our Services infringes upon your or another’s copyright, please send us an e-mail or other written notice that includes the following information: (a) an electronic or physical signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed; (c) a description of where the material that you claim is infringing is located on the Services; (d) your address, telephone number, and e-mail address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.Our designated Copyright Agent for notice of claims of copyright infringement is:Copyright AgentVEVA Sound, LLCEmail: email@example.comIt is our policy, in appropriate circumstances, to terminate the Accounts of users who are repeat infringers or are repeatedly charged with infringement or otherwise repeatedly breach these Terms.
We may change these Terms from time to time, and expect to do so as we evolve and expand the Services. Any such changes will become effective immediately upon your assent thereto. Continuing use of the Services after changes to the Terms have been posted shall be deemed assent to the changes. If you object to any such changes, your sole recourse will be to cease using the Services. Continued use of the Services following posting of any such changes will indicate your acknowledgement of such changes and your agreement to be bound by the revised Terms, inclusive of such changes.From time to time, we may make new features or services available on the Services. Any new services or features will be deemed part of the Services hereunder, and shall be subject to these Terms and any additional terms and conditions for such services.
We reserve the right to terminate these Terms, your Account, and your access to the Services at any time without notice. You may delete your Account at any time, for any reason, by following the instructions on the Services. Your rights under these Terms will automatically and immediately terminate if you fail to comply with your promises and obligations stated in these Terms.