TERMS OF USE

SEMANTIC AUDIO LABS LTD

1. INTRODUCTION

These terms for the use of our website (the "Terms of Use") apply to your use of the Faders website on the domain https://faders.io/.

The website is the property of SEMANTIC AUDIO LABS LIMITED (‘we’, ‘us’) a company registered in England & Wales under company number 11702989 having its registered office at 130 Shaftesbury Avenue, 2nd Floor, London, United Kingdom, W1D 5EU.

We reserve the right to change, amend, add or remove terms from these Terms of Use at any time without notice. As a user of the website, you should ensure that you are familiar with these Terms of Use as they are at the time of your use of it. Continued use of the website shall be deemed to be an acceptance of these Terms of Use as they may have been amended.

You will see that we have invested heavily in the technology that we are making available to you through the website. Our intellectual property is critical to our business and it is therefore very important to us that all users of the website comply with these Terms of Use.

2. PRIVACY

Our Privacy Policy applies to use of this website and the terms of the Privacy Policy are incorporated into these Terms of Use. Our Privacy Policy may be found on https://faders.io/privacy.html.

You agree and accept that, if you send any message or information of any description to us by means of the website, then we cannot guarantee that the message or information will be secure or invulnerable to interception by third parties and that we shall have no liability arising from the actions or interventions of any such third party.

If you are a consumer you should make a claim in the courts of England & Wales. Any claim under these Terms of Use must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. Claims made under the separate terms and conditions of purchase for goods and services are not subject to this limitation. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees. In the event of any controversy or dispute between us and you arising out of or in connection with your use of the website, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.

3. ACCOUNTS, PASSWORDS AND SECURITY

We will offer you the opportunity to use features of our website subject to our Terms of Use. the use of some other features or tools we may require you to create an account with us in order that you may access and use those other features. order to do so we will ask you to provide details about yourself in order that we may be able to identify you as being the account holder.

We refer to each person who creates an account with us as a ‘Creator’.

4. CONTENT

Everything that is accessible on our website (‘Content’) is intellectual property that is owned by someone. It may belong to us or it may belong to another party. Content consists of:

  1. audio including recorded sounds, synthesised sound and extracts;
  2. representations of musical notation which may be displayed in any system used to visually represent aurally perceived music played with instruments or sung by the human voice through the use of written, printed, or otherwise-produced symbols;
  3. text, logos, designs, trademarks, other graphical representations, photographs, sounds which are not musical sounds and artwork;
  4. visual and user interfaces and computer code including but not limited to the layout, the "look and feel" and arrangement of the Content; and
  5. narration and lyrics, written or as a recording of speech or song,
all of which are contained in computer files.

5. MISUSE OF THE WEBSITE AND CONTENT

You may not use the website or any Content:

  1. for any purpose that is unlawful or prohibited by these Terms of Use; or
  2. solicit the performance of any illegal activity or other activity which infringes our rights or the rights of other persons: or
  3. to create any Content that is or may be regarded by a reasonable person as being offensive, racist, defamatory or which encourages or condones any unlawful behaviour by another person.

Unless permitted by these Terms of Use or, unless we have given our written permission, none of the Content may be copied, reproduced, republished, uploaded or posted to any other website or social media platform, transmitted or distributed or be publicly displayed in any way or reverse engineered, or anything done to it for the purpose or any commercial or business use or in any manner which may damage our business interests.

You may not use any automated device, program, or algorithm to access, monitor, copy or acquire any portion of the website or any of its Content.

You may not reproduce the structure or presentation of the website in order to obtain or attempt to obtain any Content.

You may not attempt to gain access to any Content or to the host computer by hacking or any other illegitimate means and you may not seek to do anything which may cause the website to operate less effectively than we intend it to and will not use any device or software with intent to affect the proper working of the website or any transaction being conducted on the website by any other person.

6. DISCLAIMERS

We do not promise that our website will function without errors or without interruption and we shall not be liable to you for any such events.

Save where such representations or warranties are implied by operation of law, no representations or warranties of any kind are given in respect of our website or the Content, whether the Content includes any opinions or commentary.

Information or data in any form provided by us through the website is used entirely at the user’s own risk.

Our website may, from time to time, include links to other websites and services provided by third parties. Links from the website are also accessed at the user’s risk and we do not make or give any warranties or representations regarding any such websites or services and are not responsible for or liable in relation to the content or use of such websites or services.

We shall not be liable to you for any indirect, consequential or special damages, including for lost profits, loss of chance or opportunity whether we had been notified of the possibility of such damages.

This clause shall apply to any loss or damages, including any associated legal costs, penalties, consequential losses and interest that may be caused by:

  1. any failure of performance of the website; or
  2. any error, omission or inaccuracy in any Content; or
  3. any defect, computer virus, infrastructure failure, unauthorised access to, alteration of, or use of the Content or the website resulting from the acts or omissions of any third person.

Nothing in these Terms of Use is intended to limit or exclude our liability for causing death or injury through any negligent act or omission.

If, we are adjudged to be liable to you for any damage or loss which arose out of or is in any way connected with your use of the website or any Content, our liability shall be limited to an amount equal to the total amount of any subscription or charges that you have paid to us under any contract made by means of the website.

Your use of the website constitutes an agreement that that all matters relating to your access to and use of the website, including all disputes, will be governed by the laws of England and Wales and shall be subject to the exclusive jurisdiction of the Courts of England and Wales.

FURTHER TERMS FOR ACCOUNT HOLDERS

7. CREATING AN ACCOUNT

When you create an account, we will first ask you to accept further terms applicable to account holders and their use of services through the Faders website, whether those services are paid for or not. Those further terms are set out from in clause 8 onwards.

As we do not intend to use personal data for marketing purposes, when creating an account we will only ask you to provide basic and very limited information about yourself. Our Privacy Policy (https://faders.io/privacy.html) contains further information concerning personal information.

Accounts may be created by individuals acting as ‘consumers’ or individuals representing an organisation, whether that organisation is a business, an academic institution or some other form of legal entity. We will regard persons who create an account who are not consumers as being a representative of a business for the purposes of these Terms of Use. In these Terms we will refer to both consumers and business users as being ‘you’.

In the process of creating an account, you should truthfully identify the person or entity (if a business) whose account is being created and only use that person’s details. You will need to create a password in order to access the account. It shall be your responsibility to keep the details of the account confidential and the password secure from misuse by any unauthorised person.

You should only apply to register an account if you have reached the age of maturity in the jurisdiction in which you reside when making the application for an account.

8. ACCOUNT HOLDER TERMS OF USE

When you have successfully created an account you will become a ‘Creator’.

No fee is payable to become a Creator. We will first ask you to agree these ‘Terms of Use’ which will apply to your account in addition to the Terms of Use. Once you have accepted these Terms of Use, a binding legal agreement (a ‘contract’) will have come into being between us. Accepting these Terms of Use will mean that you, as the Creator, understand and acknowledge our Privacy Policy. Under the contract you may access facilities and services that we make available through Faders but please note that some of the services must first be paid for before use. These paid-for services are called Premium Services.

If you want to subscribe for any Premium Services, the cost and methods of payment will be clearly displayed on the relevant pages of the Faders website.

9. USING YOUR ACCOUNT

Any and all activity that occurs on the Faders website by use of an account shall be the responsibility of that account holder. If there has been a breach of any aspect of your account’s security, you should contact us as soon as possible by email (help@semanticaudio.co.uk).

You agree to indemnify us harmless from any claims, demands, loss, liability, costs (including reasonable legal fees) made against us by any third party due to or arising out of or in connection with any use by you of the Faders website which is unlawful or is in contradiction to any of our Terms of Use.

Each account may only be used by (or on behalf of) the Creator. You may not use anyone else’s account or password without that person’s express consent. We shall not be liable to you or any other person for any breach of these provisions or for any loss or damage incurred by any person by reason of your use of another person’s account.

Creators should use Faders in a responsible fashion and show respect for other Creators or visitors to Faders. We have developed Standards of Behaviour which are strictly enforced and Creators who we reasonably believe to be in breach of our rules as to conduct may have their account suspended or terminated at our discretion.

10. STANDARDS OF BEHAVIOUR

Faders provides Creators with the ability to create and edit audio content. It provides tools for that purpose, including facilities to allow collaboration between Creators. We do not sanction or condone the breach of any copyright in any musical or other copyright works by your use of the Faders website. For this reason, if you post or upload any Content to Faders and / or choose to use any of our tools to create or edit any Content, you are warranting to us that you have all the necessary permissions to do so.

Our provisions regarding the conduct of all Creators applies to all Content that you may upload or post to Faders and any Content including communications sent between parties by use of the Faders website.

You may not publish by posting or uploading to Faders any Content of any nature which:

  1. is personally abusive or contains derogatory comments which identify a living individual;
  2. is defamatory, libellous, obscene, indecent, lewd, pornographic, violent, abusive, insulting, threatening, harassing, racist, ethnically or culturally offensive, or otherwise objectionable at our reasonable discretion; or
  3. amounts to a copy or a substantial reproduction of any Content which is available on or through Faders and which Content belongs to any other person or party unless that other person or party has given you permission to do so through the facilities provided by us on Faders for collaboration;

As regards Faders website and the application on it, you may not:

  1. reverse engineer, decompile or disassemble any part of Faders or its applications, except and only to the extent that it is expressly permitted by applicable copyright law provisions for computer programs;
  2. make copies of any file or any code which is accessible through Faders unless you do so in a manner explicitly permitted by us in writing and that permission is published on the website;
  3. publish or otherwise make Faders or any of its applications available for others to copy;
  4. transfer your account to any third party.

No impersonation of other Creators is permitted. Nor is impersonation of public or imaginary figures. A Creator may choose an appropriate username as long as that person’s real name is provided in the registration process (which will not be publicly visible).

No third party copyright Content should be posted unless you have first obtained the copyright owner’s permission in writing for it to be posted or uploaded to Faders.

We reserve the right to remove any Content from Faders at our discretion, whether that Content was in breach of our code of conduct or not. Removal will be done without notice to the Creator who posted the Content and we shall not be obliged to inform that person why the Content has been removed.

We reserve the right to pass information identifying any Creator who has been responsible for posting any Content in breach of our code of conduct if we have been required to do so under any order of a Court, or following a demand made by any governmental body having the authority to require the disclosure of such data under any enactment or regulation, or following a bona fide threat of legal action from a solicitor’s firm and all Creators agree to permit us to provide any such information in these circumstances.

To report violations of these provisions regarding conduct or to obtain further information contact Semantic Audio Limited by emailing help@semanticaudio.co.uk.

We may revise the provisions regarding conduct at any time and you should review them from time to time as they are all legally binding. Some of the provisions may also be superseded by provisions or notices published on the Faders website.

11. LICENCE TO USE FADERS

These Terms of Use give you some rights to use the Faders website. For so long as you do comply with these Terms of Use, we will grant to you a personal, non-exclusive, non-transferable, revocable licence permitting you to enter and use Faders and to use the facilities that we make available through it, subject to these Terms of Use.

We strongly advise you to make regular back-up copies of any Content that you choose to upload to the website.

This licence does not give you any right to, and you may not, unlawfully:

  1. circumvent or bypass any technical protection measures in or relating to Faders or any of its applications;
  2. disassemble, decompile, decrypt, exploit or reverse engineer any of the software code in the Faders website or in any Content uploaded to Faders or accessible through the Faders website, except and only to the extent that any applicable copyright law expressly permits you to do so;
  3. copy any tools or any logos trade names or any aspect of the look and feel of the Faders website;
  4. commercially exploit Faders website or any part of it by copying, leasing, selling, distributing or lending any of it;
  5. permit any other person or party to use Faders through use of your account.

12. PAID FOR SERVICES

At this time, we don't yet offer the option to upgrade your account and all accounts are free.

If you choose to buy a Premium Service, then these payment terms apply to your purchase.

Where there is a charge associated with a Premium Service, you agree to pay that charge and represent and warrant to us that you are authorised to use that payment method. The price stated for the Services includes VAT where that is chargeable, unless stated otherwise. You are solely responsible for paying any other taxes which may be applicable by reason of your location.

If payment is not made or the method of payment declined, then we have no obligation to allow you to use the Premium Services.

To pay for a Premium Service, you will need to provide a payment method. When subscribing for a Premium Service, the required information will be evident from the Faders website where payment is required.

Payments, where required, are to be made in advance.

Charges for Premium Services may be single payments for a specific service or services or recurring payments for access to a service over a period agreed through the website.

We will notify you in advance of any change in the amount to be charged for recurring Premium Services and provide you with the opportunity to cancel those Services before the price changes.

We may occasionally offer Premium Services for a limited period for a reduced price or for free as part of a promotion. Where this is the case, we reserve the right to charge you the full price of the Premium Service which you have taken if you breach any of the terms of the promotional offer or these Terms of Use.

If there is a fixed term and price for your Premium Service offer, that price will remain in force for the term. You will need to agree to any new offer and price if you want to continue to access the Premium Services after the expiry of the fixed term.

If you take a Premium Service and pay on a periodic basis (for example, monthly), where there is no agreed duration, we may change the price. We will publish on the website price change information at least 30 days before the price change becomes effective.

13. FOURTEEN DAY RIGHT TO CANCEL – NON BUSINESS USERS ONLY

PLEASE NOTE: This clause does not apply to any business user of Faders. A ‘business user’ for this purpose will be a person:

  1. that has created an account as a business user or has created an account through a business that that person owns or is employed by; or
  2. any payments for Premium Services are made by a business entity.

If you are a Creator who has created an account with us as a ‘consumer’ (not being a business user) you will be entitled to cancel your purchase of the Premium Service for a period of fourteen (14) days from the date of the purchase. You can cancel the purchase for any reason or simply if you have changed your mind.

Information and instructions on how to cancel a purchase of a Premium Service and request a refund is given on our website. We have provided an electronic form for your use which can be found at the end of the document.

Please note that we are prohibited from allowing you to use any paid for services until the expiry of the cancellation period (which is 14 days from the date we agreed to provide the Premium Service) unless you have clearly and explicitly requested use if it during that period.

If you want to use the Premium Service prior to the expiry of the cancellation period, you will need to send us a clear statement to that effect in a form which can be reproduced that you wish to use it within that period. We have prepared one for you to use which will be emailed to us and you can find it at the end of this document.

If you do choose to use the Premium Service in the cancellation period then cancel it during the period, we will provide a refund of your payment subject to a pro-rata reduction for the amount of use of the Premium Service prior to your cancellation.

Refunds will be made through the same method as payment was initially made and will be made within 14 days from the date of your cancellation.

14. OWNERSHIP OF CONTENT

Faders allows you to store or upload your own Content or to receive Content from other Creators, particularly when you are using our collaboration facilities.

Whenever you upload any recording or other Content of any nature to Faders it will come into our possession. By uploading any such Content, you are granting to us a non-exclusive, irrevocable licence permitting us to store that Content and to use it subject to the provisions below. Whilst in our possession your content will not be listened to, reproduced or distributed, and all research will be based on abstract anonymised features and metadata.

Title to the intellectual property in any Content will remain with the person or company creating that Content when it is uploaded to the website. Any work which is the result of collaboration between Creators through the website will be owned jointly by them or as they may privately agree, subject to our rights outlined above.

Please note that when you upload your Content to Faders, you will grant us a non-exclusive, non-transferable, revocable royalty-free licence to use that Content for the purposes of:

  1. our research and product development;
  2. reviewing the operation of our website in order to improve its operation and the tools and facilities contained in it and so to improve the benefits to our Creators.

Save as may arise directly or indirectly as a consequence of the permissions under a. and b. above, we will not seek to exploit your Content directly for our commercial gain.

To revoke this licence to us you must contact us by email to info@semanticaudio.co.uk and make clear that you wish to revoke a licence.

If you choose to share your Content with other Creators through our website (by using our collaboration tools), then unless you and those other Creators have explicitly agreed otherwise (which will be a private agreement between you made through our website or through other means) you expressly agree that anyone you’ve shared your Content with will have an unrestricted irrevocable worldwide licence to use it worldwide, and that they may save, record, reproduce, broadcast, transmit, share, display and communicate that Content.

If you do not want your Content or any part of it that you have shared with another Creator to be used the above described manner and you have not made an agreement with that Creator, then do not share that content with that Creator.

15. TERMINATING THE SERVICE

You may terminate an agreement with us immediately by deleting your account using the Settings page in your Faders account. This could mean that you will be unable to download any of your Content so you should ensure that your Content is backed up before you cancel.

Where we believe, for good reason, that there has been a breach of these Terms of Use, we may take all or any of the following actions:

  1. immediate, temporary or permanent blocking of your account and right to use Faders;
  2. immediate, temporary or permanent removal of any Content uploaded by you to Faders;
  3. issue an advisory notice or a warning to you;
  4. disclose such information to law enforcement authorities as we may be required to do or as we feel is reasonably necessary in the circumstances.

We exclude liability for any actions that we take in response to breaches of these Terms of Use. The responses described in this clause are not limited, and we may also take any other action which we reasonably deem to be appropriate.

16. FORCE MAJEURE

We shall not have any liability to any Creator for any delay, omission, failure or inadequate performance of our obligations under these Terms of Use which is the result of circumstances beyond our reasonable control. Where so affected in our performance of obligations to a Creator we will notify all Creators that are affected as soon as is reasonably possible.

Circumstances beyond our reasonable control include (but are not limited to) civil commotion, war and terrorist action, state action, industrial action whether lawful or otherwise, general non-availability of the internet, loss of hosting facilities due to any factor beyond our control, unavoidable accident, fire, flood, earthquake, subsidence, epidemic and other natural or physical disasters.

17. LIABILITY

In respect of your Content you warrant to us that for the duration of any agreement you have made with us, you have (and will have) all the rights necessary for the Content that you choose to upload, store or share on or through the website and that the use and retention of your Content will not be an infringement of the rights of any other party.

We will not be liable for any use of your Content by any party.

We shall not be liable to you in respect of any use made by you of any Content uploaded by any third party to the website and which you may have downloaded and used for any purpose.

18. JURISDICTION

Any disputes arising under it shall be subject to the exclusive jurisdiction of the Courts of England & Wales.

19. OWNERSHIP

The owner of the Faders website is: Semantic Audio Labs Ltd Registered Office: 2nd Floor, 130 Shaftesbury Avenue, London, W1D 5EU Registered in England & Wales under Company Number 11799662 VAT Number GB311595712. Contact Details: info@semanticaudio.co.uk

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