TERMS AND CONDITIONS OF USE

SOUNDFLOW-AS-A-SERVICE

Please read these Terms and Conditions carefully before: (i) clicking the "I Agree" button, (ii) downloading the SoundFlow application or (iii) using and accessing any SoundFlow services or offerings.

These Terms and Conditions govern, as applicable:

  • Your limited license right to use the SoundFlow application when downloaded, including but not limited to (a) the "SoundFlow" macOS, iOS and Android applications, and (b) the "SoundFlow Shortcuts" macOS application, and (c) any SoundFlow apps or packages you reach via the apps (taken together, the "Applications");

  • Your use of the soundflow.org website and all content, services and products available at or through the website or the Applications, including, but not limited to (a) the website forum.soundflow.org, (b) the forum.soundflow.org Support Forums, and (c) any sites or packages you reach via the Applications or websites, (taken together, the "Services");

  • Your request for, and SoundFlow's subsequent delivery of, certain specific developments and results (e.g. scripts, macros, decks, surfaces or applications) as further set out in a statement of work agreed between You and SoundFlow (collectively the "Script Services")

(the Applications, the Services and the Script Services collectively, the "SoundFlow Products")

The SoundFlow Products are owned and operated by SoundFlow ApS (Danish CVR: 40568573, hereafter "SoundFlow"). The SoundFlow Products are offered subject to your acceptance without any modification of these Terms and Conditions in their entirety, including all other operating rules, policies (including, without limitation, SoundFlow's Privacy Policy and Community Guidelines) and procedures that may be published from time to time by SoundFlow (collectively, the “Terms”).

By clicking the "I Agree" button, downloading, using or accessing any part of the SoundFlow Products, you (meaning the individual downloading, using or accessing the SoundFlow Products, or the legal entity on behalf of which such individual is downloading, accessing or using the SoundFlow Products, hereinafter "You(r)") confirm that (i) You are at least 18 years old, (ii) You have the legal capacity to enter into agreements, and (iii) You agree to become bound by these Terms in their entirety.

If You do not agree to these Terms, do not click on the "I Agree" button and do not download, use or access any part of the SoundFlow Products.

1. LICENSE TO USE THE APPLICATIONS

1.1 Grant of limited license right to use the Applications

1.1.1 SoundFlow hereby grants to You a revocable, non-exclusive, non-transferable, non-sublicensable limited license right to download, install and use the Applications solely for your personal use and subject to: (i) Your continued compliance with these Terms and (ii) Your payment of all applicable fees under these Terms.

1.1.2 You agree not to do, and You will not permit others to do, the following acts or omissions, whether directly or indirectly, except and only to the extent required by mandatory applicable law without the possibility of contractual waiver:

a) License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the SoundFlow Products or make the SoundFlow Products available to any third party;

b) Modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the SoundFlow Products.

c) Remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of SoundFlow or its affiliates, partners, suppliers or the licensors of the SoundFlow Products.

1.2 No Maintenance or Support

SoundFlow does not provide any maintenance or support services for the download and use of the SoundFlow Products. To the extent that any maintenance or support is required by applicable law, SoundFlow shall be obligated to furnish any such maintenance or support.

2. TERMS OF USE OF THE SERVICES

2.1 Your SoundFlow Account

If You create an account via the Application or the Services, you are responsible for maintaining the security of Your account and You are fully responsible for all activities that occur under the account. You must immediately notify SoundFlow of any unauthorized uses of Your account or any other breaches of security. SoundFlow will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.

2.2 Responsibility of Contributors

2.2.1 If You post material, links, scripts, macros, packages on the Services (the forum.soundflow.org, to the SoundFlow Store, or otherwise) or the Application or make (or allow any third party to make) material available by means of the Service or the Application (any such material, “Content”), You are entirely responsible for the Content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, computer software or otherwise. By making Content available, You represent and warrant that:

a) the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;

b) if Your employer has rights to intellectual property you create, You have either (i) received permission from Your employer to post or make available the Content, including but not limited to any software, or (ii) secured from Your employer a waiver as to all rights in or to the Content;

c) You have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;

d) the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;

e) the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);

f) the Content is not pornographic, does not contain threats or incite violence, and does not violate the privacy or publicity rights of any third party;

g) the Content is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, blogs and web sites, and similar unsolicited promotional methods;

h) the Content is not named in a manner that misleads Your readers into thinking that You are another person or SoundFlow; and

i) You have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by SoundFlow or otherwise.

2.2.2 SoundFlow assumes no responsibility for monitoring the Content that You create via the Services or the Applications for inappropriate or illegal content, nor review any Content before it is posted.

2.2.3 Without limiting any of those representations or warranties, SoundFlow has the right (though not the obligation) to, in SoundFlow’s sole discretion (i) refuse or remove any Content that, in SoundFlow’s reasonable opinion, violates any SoundFlow policy or is in any way harmful or objectionable, or (ii) refuse or remove any Content for any reason, or for no reason at all, or (iii) terminate or deny access to and use of the SoundFlow Products to any individual or entity for any reason, or for no reason at all, in SoundFlow’s sole discretion. SoundFlow will have no obligation to provide a refund of any amounts previously paid.

2.3 Contributor Agreement and User Content License

2.3.1 Contributor Agreement

2.3.1.1 You agree that all Content that You contribute to SoundFlow is perpetually and irrevocably tri-licensed to SoundFlow under: (i) a Creative Commons Attribution 3.0 Unported License, (ii) a Creative Commons Attribution 4.0 International License and (iii) the MIT license.

2.3.1.2 You grant SoundFlow the perpetual and irrevocable right and license to use, copy, cache, publish, display, distribute, modify, create derivative works and store such Content and to allow others to do so in any medium now known or hereinafter developed even if such Content has been contributed and subsequently removed by You.

2.4 Responsibility of Service Users

2.4.1 SoundFlow has not reviewed, and cannot review, all of Content posted to the Service, and cannot therefore be responsible for that Content. By operating the Service, SoundFlow does not represent or imply that it endorses any Content posted, or that it believes such Content to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content.

2.4.2 The Service may contain Content that is offensive, indecent, or otherwise objectionable, as well as Content containing technical inaccuracies, typographical mistakes, and other errors. The Service may also contain Content that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated.

2.4.3 SoundFlow disclaims any and all liability for any harm resulting from the use by visitors or users of the Service, or from any downloading by those visitors or users of Content there posted.

2.5 Content Posted on Other Websites

2.5.1 SoundFlow has not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which forum.soundflow.org links, and that link to forum.soundflow.org. SoundFlow does not have any control over those non-SoundFlow websites and webpages, and is not responsible for their contents or their use.

2.5.2 By linking to a non-SoundFlow website or webpage, SoundFlow does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and Your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content.

2.5.3 SoundFlow disclaims any responsibility for any harm resulting from Your use of non-forum.soundflow.org websites and webpages.

3. TERMS OF USE FOR SCRIPT SERVICES

3.1 You may from time to time request SoundFlow to provide certain Script Services to You, as further set out in a statement of work agreed between You and SoundFlow and subject to these Terms. Script Services shall not constitute work made for hire.

3.2 SoundFlow shall provide the Script Services against Your payment of the agreed charges as set out in such statement of work. The charges shall, unless otherwise agreed in writing, be calculated on a time and materials basis. against SoundFlow's applicable hourly rates at force from time to time.

3.3 SoundFlow may, without incurring any liability whatsoever, by written notice to You of not less than three (3) days, be entitled to postpone any fixed time limit or delivery date set out in a statement of work.

4. MODIFICATIONS TO THE APPLICATION OR SERVICES

4.1 SoundFlow reserves the right to modify, suspend or discontinue, temporarily or permanently, the Application or the Services, with or without notice and without any liability to You.

4.2 SoundFlow may from time to time and in its sole discretion choose to provide enhancements or improvements to the features/functionality of the Application or the Services, which may include patches, bug fixes, updates, upgrades and other modifications made by SoundFlow to the Application or the Services ("Modifications").

4.3 You agree that SoundFlow has no obligation to (i) provide any Modifications, or (ii) continue to provide or enable any particular features and/or functionalities of the Application or the Services to You.

4.4 You agree that any such Modifications will be (i) deemed to constitute an integral part of the Application or the Services and (ii) become subject to these Terms.

5. EMBEDDED THIRD PARTY SERVICES

5.1 The SoundFlow Products may display, include or make available services or content (including data, information, applications and other products services) provided by a third-party ("Third-party Services").

5.2 You acknowledge and agree that SoundFlow shall not be responsible for any Third-party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof.

5.3 SoundFlow does not assume and shall not have any liability or responsibility to You or any other person or entity for any Third-party Services.

5.4 Any Third-Party Services delivered by SoundFlow as part of the SoundFlow Products shall be delivered on a "pass-through" basis, meaning that such Third-Party Services will be delivered by SoundFlow on the terms and conditions applicable to the Third-party Services.

6. PAYMENT AND RENEWAL

6.1 General Terms

6.1.1 Optional paid services or products may be available on the SoundFlow Products ("Optionally Paid Services"). Optionally Paid Services will clearly be labelled as such.

6.1.2 When utilizing Optionally Paid Services, you agree to pay SoundFlow the monthly or annual subscription fees indicated. Payments will be charged on a pre-pay basis on the day you begin utilizing the Optionally Paid Services and will cover the use of the Optionally Paid Services for a monthly or annual subscription period as indicated. These fees are not refundable.

6.2 Automatic Renewal

Unless you notify SoundFlow before the end of the applicable subscription period for the Optionally Paid Services that You want to cancel or terminate the Optionally Paid Services, Your subscription will automatically renew and You authorize us to collect the then-applicable annual or monthly subscription fee (as well as any taxes) using any credit card or other payment mechanism we have on record for You. Subscriptions can be cancelled by you or SoundFlow at any time.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 No transfer of title or ownership

Nothing in these Terms shall be understood or construed as a transfer of any title or ownership to any intellectual property rights. All intellectual property rights, including but not limited to copyrights, software rights, database rights, patent rights, rights in inventions, trademark rights, distinctive business marks, design rights, rights to topography of semiconductors, business secrets and know-how related to the SoundFlow Products and any associated documentation (hereinafter referred to as the “Rights”) is proprietary property of SoundFlow or its third-party licensors. All rights not expressly granted are reserved by SoundFlow or its third-party licensors.

7.2 Obtaining and maintenance of intellectual property rights

You shall use Your best efforts to assist SoundFlow in seeking, obtaining and maintaining protection of the Rights. In fulfilling this obligation, You shall use at least the same degree of care in safeguarding the Rights as You uses to safeguard Your own intellectual property rights and know-how but in no case any less than reasonable care.

7.3 Grant back

7.3.1 All right or title to any intellectual property right and know-how made, developed or discovered by You with respect to the Application or the Services, as well as all information, ideas, feedback, suggestions, information on malfunctions, errors, improvements, updates and notes on general use that You send to SoundFlow, shall be transferred automatically to SoundFlow or its third party licensors.

7.3.2 The intellectual property right, know-how and information transferred to SoundFlow according to this clause 7 is transferred completely, exclusively and automatically to Licensor as they arise with the right for SoundFlow to reassign and transfer such rights to its third-party licensors. You are not entitled to separate payment for the transfer.

7.4 Intellectual Property Rights to Script Services

7.4.1 All title and ownership to any Right developed or created by SoundFlow in connection with SoundFlow's provision of Script Services to You, as well as the right to utilize, modify or commercialize these Rights in whatever way, shape of form, shall exclusively remain with and vest in SoundFlow.

7.4.2 You shall receive an unlimited and perpetual license right to use, display, copy, modify, enhance, the developments and results produced by SoundFlow as part of the Script Services delivered to You, subject to: (i) Your continued compliance with these Terms and (ii) Your payment of all applicable fees for the Script Services.

8. COPYRIGHT INFRINGEMENT AND DMCA POLICY

8.1 As SoundFlow asks others to respect its intellectual property rights, it respects the intellectual property rights of others.

8.2 If You believe that material located on or linked to the SoundFlow violates Your copyright, and if this website resides in the USA, You are encouraged to notify SoundFlow in accordance with SoundFlow’s Digital Millennium Copyright Act (“DMCA”) Policy. SoundFlow will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material.

8.3 SoundFlow will terminate a visitor or users access to and use of the Service or the Application if, under appropriate circumstances, the visitor or user is determined to be a repeat infringer of the copyrights or other intellectual property rights of SoundFlow or others.

8.4 In the case of such termination, SoundFlow will have no obligation to provide a refund of any amounts previously paid to SoundFlow.

9. PRIVACY POLICY

9.1 SoundFlow collects, stores, maintains, and shares information about You in accordance with Our Privacy Policy: https://soundflow.org/docs/legal/privacy-policy

9.2 By accepting these Terms, You acknowledge that You hereby agree and consent to the terms and conditions of Our Privacy Policy.

10. EXPORT CONTROL

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

11. NO WARRANTIES

11.1 The SoundFlow Products are provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind.

11.2 TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SOUNDFLOW, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SOUNDFLOW PRODUCTS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE.

11.3 WITHOUT LIMITING THE FOREGOING, NEITHER SOUNDFLOW NOR ANY OF SOUNDFLOW'S PROVIDERS MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED: (I) AS TO THE OPERATION OR AVAILABILITY OF THE SONDFLOW PRODUCTS, OR THE INFORMATION, CONTENT, AND MATERIALS OR PRODUCTS INCLUDED THEREON; (II) THAT THE SOUNDFLOW PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE; (III) AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY INFORMATION OR CONTENT PROVIDED THROUGH THE SOUNDFLOW PRODUCTS; OR (IV) THAT THE SOUNDFLOW PRODUCTS ITS SERVERS, THE CONTENT, OR E-MAILS SENT FROM OR ON BEHALF OF SOUNDFLOW ARE FREE OF VIRUSES, SCRIPTS, TROJAN HORSES, WORMS, MALWARE, TIMEBOMBS OR OTHER HARMFUL COMPONENTS.

11.4 Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this clause 11 shall be applied to the greatest extent enforceable under applicable law. To the extent any warranty exists under law that cannot be disclaimed, SoundFlow shall be solely responsible for such warranty.

12. INDEMIFICATIONS

You agree to indemnify and hold SoundFlow and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys' fees, due to or arising out of Your: (a) use of the SoundFlow Products for any purpose or in any other way than as strictly permitted by SoundFlow; (b) violation of these Terms or any law or regulation; or (c) violation of any right of a third party.

13. LIMITATION OF LIABILITY

13.1 Notwithstanding any damages that You might incur, the entire liability of SoundFlow and any of its suppliers under any provision of these Terms and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You for the SoundFlow Products.

13.2 To the maximum extent permitted by applicable law, in no event shall SoundFlow or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the SoundFlow Products, third-party software and/or third-party hardware used with the SoundFlow Products, or otherwise in connection with any provision of these Terms), even if SoundFlow or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

13.3 Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to You.

14. TERM AND TERMINATION

14.1 Term

These Terms shall remain in effect until terminated by You or SoundFlow according to this clause 14.

14.2 Termination for convenience

14.2.1 SoundFlow may terminate these Terms for convenience at any time and without giving you any prior notice.

14.2.2 You may terminate these Terms for convenience at any time by: (i) deleting the Application and all copies thereof from Your device or from your computer And/or as applicable (ii) deleting Your account on the Services.

14.3 Termination for cause

These Terms will terminate immediately, without prior notice from SoundFlow, in the event that You fail to comply with any provision of these Terms.

14.4 Effects of termination

14.4.1 Upon termination of these Terms, You shall: (i) cease all use of the Application and delete all copies of the Application from your device, (ii) cease all use of the Services and delete your account.

14.4.2 Termination of these Terms will not limit any of SoundFlow's rights or remedies at law or in equity in case of breach by You (during the term of these Terms) of any of Your obligations under these Terms.

15. MISCELLANEOUS

15.1 Changes

15.1.1 SoundFlow reserves the right, at its sole discretion, to modify or replace these Terms at any time. If a revision is material we will provide at least thirty (30) days' notice prior to any new terms taking effect. What constitutes a material change will be determined at the sole discretion of SoundFlow.

15.1.2 By continuing to access or use the SoundFlow Products after any revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, You are no longer authorized to use the SoundFlow Products.

15.2 Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

15.3 No Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.

15.4 Governing Law and Proper Forum

The laws of Denmark, excluding its conflicts of law rules, shall govern these Terms and Your use of the SoundFlow Products. Your use of the SoundFlow Products may also be subject to other local, state, national, or international laws. The sole and proper forum for the settlement of disputes hereunder shall be the City Court of Copenhagen, unless another forum is required by mandatory law which cannot be contractually waived.

15.5 Contact

If you have any questions about this Agreement, You can contact Us by email: support@soundflow.org

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