Last Revised: September 10, 2019
Please read the Agreement carefully. By continuing to use the Services, you agree that you have read and are bound by these terms. If you do not agree to these terms, you must not use the Services.
I. ABOUT AVAILABILITY OF THE SERVICES
SOLE CONSIDERATION. You agree that our sole offer to you in connection with the Services is to provide them as-are, or as-modified by us in our sole discretion, until such time as we should choose to discontinue the Services or any component of the Services.
THIRD PARTY PROVIDERS. DNArt may make the Services available through providers, devices, applications or products (together, “Third Party Providers”) that are not owned or operated by DNArt (for example, through smart home devices). DNArt bears no responsibility for the practices, content, functionality or accessibility of Third Party Providers. Third Party Providers may be subject to separate terms and privacy policies. It is your sole responsibility to review and familiarize yourself with the terms and policies of Third Party Providers. You are responsible for your dealings with all third parties and Third Party Providers. DNArt is not responsible or liable to your or others for information or services provided by any third parties and/or Third Party Providers. DNArt is not liable for any loss or damages relating to any third parties and/or Third Party Providers.
SERVICES PROVIDED AS-ARE. You agree to use the Services as-are. UNLESS THE DISCLAIMER OF SUCH WARRANTIES IS PROHIBITED BY APPLICABLE LAW, YOU EXPRESSLY AGREE THAT ACCESS TO THE SERVICE BY ANY MEANS IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED "AS-ARE" AND "AS-AVAILABLE," AND WE DO NOT MAKE ANY WARRANTIES WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION, WARRANTIES, EITHER EXPRESS OR IMPLIED, SUCH AS THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE OR PROVIDE ADEQUATE, COMPLETE OR TIMELY INFORMATION OR DATA.
SERVICES SUBJECT TO CHANGE. You agree that we may change or discontinue the Services in our sole discretion and without prior notice. You agree that you will not rely on the continued availability of the Services in taking any action, refraining from any action, or entering into any commitment.
CONTENT NOT RETAINED FOREVER. You agree that any Remixes (as defined below) you may create via these Services may be terminated, and/or some or all of the associated Remixes (as defined below) deleted, following a period of inactivity. Such deletion may be done without prior notice.
II. USE OF MATERIALS; OWNERSHIP
Solely within the Services, you may use any materials furnished or made available to you within the Services, including, without limitation, any sounds, recordings and/or compositions (together, “Materials”) provided by Company to create a Remix (as defined below). The Materials are provided to you within the Services for the sole purpose of creating the Remix. No further rights are granted in the Materials or vested in you by the act of using the Services and/or creating the Remix, it being understood that, notwithstanding anything to the contrary, you shall not, under any circumstance, acquire any rights in and to the Materials and/or any Remix. “Remix” shall mean any recording and/or musical composition created by you within the Service embodying the Materials, including, without limitation, any so-called “Remix”.
By using the Services, as between you and Company, you agree that Company will, from inception, exclusively own all right, title and interest in each Remix (including but not limited to the copyrights in the sound recording and musical composition embodied therein) in perpetuity, free from any claims by you or any other person. You hereby assign and transfer to Company any and all rights in any Remix on a worldwide, perpetual, irrevocable and royalty-free basis, for any and all purposes, including, but not limited to, display, public performance, streaming and/or download, making of derivative works, reproduction, distribution, and all other means of use or exploitation of any Remix in any media or manner throughout the world, it being expressly understood and agreed that neither you nor any third party deriving rights through you shall be entitled to any royalties, fees or other compensation in connection with Company’s (and/or its designees’) use and/or exploitation of a Remix, including, without limitation, as included within the Service. In addition, you hereby irrevocably and unconditionally waive any and all “moral rights” or equivalent rights under the laws of any jurisdiction in any Remix.
III. ABOUT YOUR RESPONSIBILITY FOR THE SERVICES
YOUR LIABILITY. You are fully responsible for how you use our Services. You agree to indemnify and hold harmless us and our directors, officers, employees, service providers, vendors, and agents from and against any and all losses, liabilities, claims, damages or expenses (including attorneys' fees and court costs and expenses) arising from or related to any use of the Services by you or that occurs because of you.
IV. ABOUT INTELLECTUAL PROPERTY
V. ABOUT HOW WE WILL RESOLVE CONFLICTS BETWEEN US CONCERNING THE SERVICES
DISPUTE RESOLUTION -- VENUE. You agree that any dispute connected with the Services shall be resolved exclusively in San Mateo County, California. You agree to waive any and all objections to this choice of venue.
NO CLASS ACTIONS. You agree that you will only sue us as an individual in any dispute connected with the Services. You agree that you will not file a class action, or participate in a class action. You agree that you will not join any claim you may have against us with the claim of any third party.
NO JURY TRIAL; BINDING ARBITRATION. You agree to waive your right to a jury trial, and submit any dispute relating to the Services to binding arbitration. You and we agree that at the election of either party, any dispute connected with Services between us may be sent to binding individual arbitration to be administered by JAMS, Inc. ("JAMS"). If, for any reason, JAMS is not available or will not hear the case, you or we may file our case with any national arbitration company.
STANDARD OF CARE. You agree that our sole obligation to you in connection with the Services is to provide the Services as-is. You agree that unless we do something that is grossly negligent or an act of willful misconduct in connection with the Services, we will not be liable to you or to any third party.
LIMITATIONS ON LIABILITY. If, for any reason, we are judged liable to you connected with Services, you agree that your recovery will be limited to your actual damages, measured by actual out-of-pocket economic loss. You agree that you will not ask for any consequential, special, punitive or exemplary damages, or indirect or lost profits. You agree that even if you request these types of damages, a court or arbitrator cannot award them to you. You understand and agree that the price of these Services would be significantly higher but for these limitations on liability. This limitation on liability shall not be construed to apply to any damages or other substantive remedies available via statute.
WE'RE NOT RESPONSIBLE FOR ALL CIRCUMSTANCES. You also agree that we are not responsible for anything beyond our control. For example, we are not liable: for Services interruptions caused by problems with the communications network; for problems caused by any Internet service provider; for your computer or its programs failing; for the acts of criminal attackers, whether in real-time or automated (e.g., viruses); other technologically harmful material that may infect your computer equipment, computer programs, data or proprietary material due to your use of the Services or to your downloading of any content on it, or on any website linked to it; or for errors in information provided to us upon which we reasonably rely. These are only examples.
VI. ABOUT CHANGES TO THIS AGREEMENT
TERMINATION BY US. We reserve the right to terminate this Agreement, in our sole discretion.
VII. CONTACT INFORMATION