End User License Agreement
Last Modified: March 01, 2018
1. Acceptance of Terms
1.1 The Service is a cloud-based software-as-a-service ("SaaS"), offered through or by the Site, that allows users to upload, synchronize, and combine individual digital sound recordings.
1.3 The Service is available only to individuals who are at least 13 years old. You represent and warrant that if you are an individual, then you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. Drag Labs may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.
3. Rules and Conduct
3.1 As a condition of use, you promise not to use the Service for any purpose that is prohibited by the Agreement. By way of example, and not as a limitation, you shall not: (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Service that:
(i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
(ii) you know is false, misleading, untruthful or inaccurate;
(iii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane;
(iv) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming");
(v) exploits people in a sexual or violent manner;
(vi)contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Drag Labs or any third party; or
(vii) impersonates any person or entity, including any employee or representative of Drag Labs.
3.2 Additionally, you shall not:
(i) take any action that imposes or may impose (as determined by Drag Labs in its sole discretion) an unreasonable or disproportionately large load on Drag Labs’s (or its third party providers’) infrastructure;
(ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service;
(iii) bypass any measures Drag Labs may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service);
(iv) run Maillist, Listserv, any form of auto-responder or “spam” on the Service; or
(v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site.
3.3 You shall not (directly or indirectly):
(i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction,
(ii) modify, translate, or otherwise create derivative works of any part of the Service, or
(iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
3.4 Drag Labs does not guarantee that any content (as defined below) will be made available on the Site or through the Service. Drag Labs has no obligation to monitor the Site, Service, or content. However, Drag Labs reserves the right to remove, edit or modify any content in its sole discretion, from the Site or Service at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or if Drag Labs is concerned that you may have violated this Agreement).
3.5 Drag Labs reserves the right to investigate and take appropriate legal action against anyone who, in Drag Labs's sole discretion, violates this provision, including, without limitation, terminating your account and/or reporting such activity or content to law enforcement authorities.
As a condition to using certain aspects of the Service, you may be required to register with Drag Labs and select a password and screen name (“User ID”). You shall provide us with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Agreement, which may result in immediate termination of your account. You shall not (i) select or use as a User ID or domain a name of another person with the intent to impersonate that person; (ii) use as a User ID or domain a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a User ID or domain a name that is otherwise offensive, vulgar or obscene. We reserve the right to refuse registration of, or cancel a User ID and domain in its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your password. You shall not use another user’s account without such other user’s express permission. You will immediately notify us in writing of any unauthorized use of your account, or other account related security breach of which you are aware.
5. Third Party Site
The Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under our control, and you acknowledge that Drag Labs is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by us. You further acknowledge and agree that Drag Labs shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.
6. Uploading Content
You represent and warrant, and can demonstrate to Drag Labs' full satisfaction upon request, that (i) you own or otherwise control all rights to content (or that such content is in the public domain or have otherwise been directly licensed to you in writing with a grant of rights sufficient to permit to enter into the Agreement and to grant all of the rights with respect to the content as set forth in the Agreement.
We may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, then you may do so by following the instructions on the Drag Labs Site. Any fees paid hereunder are non-refundable, except as provided in the Agreement. All provisions of the Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
8. Warranty Disclaimer
8.1 Drag Labs has no special relationship with or fiduciary duty to you. You acknowledge that we have no control over, and no duty to take any action regarding: which users gains access to the Site; what content you access via the Site; what effects the content may have on you; how you may interpret or use the content; or what actions you may take as a result of having been exposed to the content. You release Drag Labs from all liability for you having acquired or not acquired content through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Drag Labs makes no representations concerning any content contained in or accessed through the Site, and Drag Labs will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service.
8.2 The Service is provided "as is" and "as available” and is without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed. Drag Labs, and its directors, employees, agents, suppliers, partners and content providers do not warrant that: (a) the service will be secure or available at any particular time or location; (b) any defects or errors will be corrected; (c) any content or software available at or through the service is free of viruses or other harmful components; or (d) the results of using the service will meet your requirements. Your use of the service is solely at your own risk.
8.3 Some states do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you.
8.4 Electronic Communications Privacy Act Notice (18 U.S.C. §§ 2701-2711): Drag Labs makes no guaranty of confidentiality or privacy of any communication or information transmitted on the Site or any website linked to the Site. We will not be liable for the privacy of e-mail addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other content stored on our equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.
You shall defend, indemnify, and hold harmless Drag Labs and its affiliates, authorized sub-licensees and distributors, and each of their employees, contractors, directors, suppliers and representatives, from any and all liabilities, claims, and expenses, including reasonable attorneys' fees and court costs, that arise from or relate to your use or misuse of, or access to, the Site, Service, or content, violation of the Agreement, or infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity, and for breach of any of your representations and warranties in the Agreement. Drag Labs reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses at your sole expense.
10. Limitation of Liability
In no event shall Drag Labs, nor its directors, employees, agents, partners, suppliers or content providers, be liable under contract, tort, strict liability, negligence or any other legal or equitable theory with respect to the Service (i) for any lost profits, data loss, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, substitute goods or services (however arising), (ii) for any bugs, viruses, trojan horses, or the like (regardless of the source of origination), or (iii) for any direct damages in excess of (in the aggregate) one-hundred U.S. dollars ($100.00). Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations and exclusions may not apply to you.
11. International/Non-California Use
Drag Labs makes no representation that the content is appropriate or available for use in locations outside of California, and accessing the Service is prohibited from territories where such content is illegal. If you access the Service from other locations, you do so at your own initiative and are responsible for compliance with local laws.
12. Dispute Resolution.
12.1 A printed version of the Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Drag Labs agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
12.2 The Agreement will be governed by the laws of the State of California without regard to conflicts of laws provisions thereof. Any dispute, controversy or claim arising out of or relating to the Agreement, or the breach, termination or invalidity thereof, will be finally settled by binding arbitration conducted in the English language in Santa Clara County, California under the commercial arbitration rules of the American Arbitration Association (“AAA”). The award of the arbitrator will be the sole and exclusive remedy of the parties and will be enforceable in any court of competent jurisdiction, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding this, application may be made to any court for a judicial acceptance of the award or order of enforcement.
13. Integration and Severability
This Agreement is the entire agreement between you and Drag Labs with respect to the Service and use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Drag Labs with respect to the Site. If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
Drag Labs shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). This Agreement is not assignable, transferable or sub-licensable by you except with our prior written consent. Drag Labs may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Agreement and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under the Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. The captions and headings in the Agreement are intended only for convenience, and will in no event be construed to define, limit or describe the scope or intent of the Agreement, or of any provision of the Agreement, nor in any way affect the interpretation of the Agreement.
You may contact us at the following address: firstname.lastname@example.org.