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Terms of Service

END USER LICENSE AGREEMENT AND TERMS OF SERVICE

We are Mixcord, Inc. (" Mixcord ," " we ," " us" or " our"), the provider of the website located at https://www.mixcord.co and any other online properties owned or controlled by or on behalf of Mixcord (each a " Website" and, collectively, the " Websites"), the mobile software applications that we make available for download, including Mixcord™, Acapella from PicPlayPost™, PicPlayPost®, MixCaptions™, MixCam™, MixVoice™, Video Wallpaper™, PicPlayPost® PRIME, PopAGraph™, PopAGraph™ Pro, Rolling from PicPlayPost™, StackMotion™, Video in Video™, Square Video™, Miya the Bear and Video Swivel™ (each, an " App" and, collectively, the " Apps"), and any Mixcord-enabled functionality included in any third party software applications (" Mixcord Enabled Applications") (the Websites, Apps and Mixcord Enabled Applications are, each a “Service” and collectively, the " Services").

These End User License Agreement and Terms of Service (these "Terms of Service") are  a binding contract between you, a visitor or user who registered for or otherwise access the Services ("you") and Mixcord governing your use of the Services. These Terms of Service apply to all visitors, users, and others who register for or otherwise access the Services (“Users”). BY INSTALLING OR OTHERWISE ACCESSING OR USING ALL OR ANY PORTION OF THE SERVICES, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THE TERMS OF THESE TERMS OF SERVICE, YOU MAY NOT USE THE SERVICES. TO HAVE A COPY OF THESE TERMS OF SERVICE AND MIXCORD'S PRIVACY POLICY SENT TO YOU, CONTACT MIXCORD AT INFO@MIXCORD.CO.

Material Terms: As provided in greater detail in these Terms of Service (and without limiting the express language of these Terms of Service), you acknowledge the following:

  • the Services are licensed, not sold to you, and you may use the Services only as set forth in these Terms of Service;

  • the use of the Services may be subject to separate third party terms of service and fees, including, without limitation, your mobile manufacturer, mobile operating system provider and your mobile network operator's terms of service and fees, including fees charged for data usage and overage, which are your sole responsibility;

  • you agree to the collection, use and disclosure of your personally identifiable information in accordance with Mixcord's Privacy Policy available at https://www.mixcord.co/pages/privacy-policy (" Privacy Policy");

  • we provide the Services to you on an "as is" basis without warranties of any kind and Mixcord's liability to you is limited;

  • disputes arising between you and Mixcord will be resolved by binding arbitration. By accepting these Terms of Service, as provided in greater detail in Section 10 below, you and Mixcord are each waiving the right to a trial by jury or to participate in a class action ;

  • if you are using a Service via a mobile device, then you agree to and acknowledge the "Additional Terms for Mobile Applications," below.

  • If you subscribe to the services for a term (the “Initial Term”), then the terms of your subscription will be automatically renewed for additional periods of the same duration as the Initial Term at Mixcord’s then-current fee for such services, unless you opt out of the auto-renewal in accordance with Section 19(3) below.

1. General Terms and Conditions.

  1. Consideration. Mixcord currently provides you with access to the Services for free. In return for enjoying this free access, you acknowledge and agree that Mixcord may generate revenues, increase goodwill or otherwise increase the value of Mixcord from your use of the Services, and you will have no right to share in any such revenues, goodwill or value whatsoever. Mixcord in its sole discretion may eventually charge you fees to (i) access certain features of the Services or (ii) create an Account (defined in Section 3.1 “For Business” when such option is available as clearly identified in the applicable Service (“For Business Account”).  Mixcord will provide you with advance notice of any such fees before they take effect.
  2. Changes to these Terms of Service. You understand and agree that we may change these Terms of Service at any time without prior notice; provided that we will endeavor to provide you with prior notice of any material changes that may apply to you, including through the posting of a revised Terms of Service that you may be required to accept in order to continue using the Services. You may read a current, effective copy of these Terms of Service at any time by selecting the appropriate link on the Services. The revised Terms of Service will become effective at the time of posting unless specified otherwise. Any use of the Services after the effective date will constitute your acceptance of such revised Terms of Service. If you find any change to these Terms of Service or the Services unacceptable, then your sole remedy is to stop accessing, browsing and otherwise using the Services. Notwithstanding the preceding sentences of this Section 1.2, no revisions to these Terms of Service will apply to any dispute between you and Mixcord that arose prior to the effective date of such revision.
  3. Updates. You acknowledge that Mixcord may from time to time issue updated versions of the Services, and may automatically electronically update the version of any App that you are using on your mobile device. You agree to such automatic updating on your mobile device, and agree the terms of these Terms of Service will govern any updates Mixcord provides to you that replace and/or supplement any portion of the Services, unless the update is accompanied by a separate license or revised Terms of Service, in which case the terms of that license or revised Terms of Service will govern.
  4. Privacy Policy. Your access to and use of the Services is also subject to Mixcord's Privacy Policy, the terms and conditions of which are incorporated herein by reference.
  5. Jurisdictional Issues. The Services are controlled and operated by Mixcord from its offices in the State of California. Mixcord makes no representation that materials on the Services are appropriate, lawful or available for use in any locations other than the United States of America. Those who choose to access or use the Services from locations outside the United States of America, do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Access to the Services from jurisdictions where the contents or practices of the Services are illegal, unauthorized or penalized is strictly prohibited.
  6. Eligibility. THE SERVICES ARE NOT FOR PERSONS UNDER THE AGE OF 13 OR FOR ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE SERVICES BY MIXCORD. IF YOU ARE UNDER 13 YEARS OF AGE, THEN YOU MUST NOT USE OR ACCESS THE SERVICES AT ANY TIME OR IN ANY MANNER. WE MAY ALSO REQUIRE YOU TO BE OLDER THAN 13 TO USE THE SERVICES DEPENDING ON LEGAL REQUIREMENTS WHERE YOU LIVE. Mixcord may maintain different types of accounts for different types of users. By accessing or using the Services, you affirm that you are old enough in your jurisdiction of residence to (a) give consent to process your personal information and (b) form a binding contract. If you use the Services on behalf of a company, organization, or other entity, then: (i) “you” includes you and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms of Service, and that you agree to these Terms of Service on the entity’s behalf.
  7. Additional Terms. We also may require you to agree to additional terms and/or policies that we make available to you from time-to-time in connection with your use of the Services, including, without limitation, any such terms that apply to contests that we run on the Services (" Additional Terms"). Any such Additional Terms are hereby incorporated into and subject to these Terms of Service, and these Terms of Service will control in the event of any conflict or inconsistency with the Additional Terms to the extent of the conflict or inconsistency.

2. The Service.

  1. Description. The Services enable you to create personal stories in the form of photographic or audiovisual works or GIFs (" Presentations"). In connection with making a Presentation, the Service enables you to (i) record audiovisual works or audio-only works, including, by way of example and not limitation, depicting or otherwise capturing you singing the lyrics or music (" User Productions") of musical works of your choice (including your own compositions); and/or (ii) include in your Presentations sound recordings obtained from the music library on your local device (each a " Local Track"); and/or (iii) include in your Presentations synthesized audio/voice made available through the Services by Mixcord or other third-party providers from text/script typed by you in the Services or uploaded from your mobile device. Subject to your clearing all necessary rights, you may create a Presentation using any combination of photographic, audiovisual and audio works (including Local Tracks or User Productions) permitted by the functionality of the Services. Any person who creates a Presentation, whether or not such Presentation includes a User Recording, will be referred to herein as a " Creator." Creators and all other users of the Service will be referred to herein collectively as " Users." References to Presentations herein include User Productions. In addition to allowing you to create Presentations, the Services may also allow you to (A) save your Presentations locally to your device; and (B) share a Presentation or a link of your Presentations to certain third party social media platforms (e.g., Facebook, Instagram, Tumblr, Twitter, Vine or WhatsApp) subject to the terms and conditions in these Terms of Service.
  2. Private Accounts. Mixcord may provide you with functionality to make Presentations publicly available on the Services or only available to people you approve. To the extent Mixcord provides this functionality within any Services, you should select the preferred privacy setting available within the applicable Service.
  3. Mobile Services. All or portions of the Services may be accessible via a mobile phone, tablet or other wireless device (collectively, " Mobile Services"). Your mobile carrier's normal messaging, data and other rates and fees will apply to your use of the Mobile Services. In addition, downloading, installing or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all carriers or devices. Mixcord does not represent or warrant that the Services will be compatible with your mobile device. Therefore, you are solely responsible for checking with your mobile carrier to determine if the Mobile Services are available for your mobile device(s), what restrictions, if any, may be applicable to your use of the Mobile Services, and how much they will cost you. Nevertheless, all use of the Services and the related Mobile Services must be in accordance with these Terms of Service.

3. Registration.

  1. Log-In Credentials. While you may always browse the public-facing portions of the Service without registering with us, in order to enjoy the full benefits of the Services, you must download an App and register a personal account or a “For Business” account with us, when such option is available for the applicable App (an "Account").  You may only create a “For Business” account in those Apps that have a “For Business” option available.
  2. Account Security. You are responsible for the security of your Account, and are fully responsible for all activities that occur through the use of your credentials. You agree to notify Mixcord immediately at info@mixcord.co if you suspect or know of any unauthorized use of your log-in credentials or any other breach of security with respect to your Account. Mixcord will not be liable for any loss or damage arising from unauthorized use of your credentials prior to you notifying Mixcord of such unauthorized use or loss of your credentials. Separate log-in credentials may be required to access External Sites (defined in Section 7 below).
  3. Accuracy of Information. When creating an Account, you will provide true, accurate, current and complete information as Mixcord requests. You will update the information about yourself, or the company, entity or organization you represent promptly, and as necessary, to keep it current and accurate. We reserve the right to disallow, cancel, remove or reassign certain usernames and permalinks in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your Account if activities occur on your Account which we determine, in our sole discretion, would or might constitute a violation of these Terms of Service, cause damage to or impair the Services, infringe or violate any third party rights, damage or bring into disrepute the reputation of Mixcord, or violate any applicable laws or regulations. If messages sent to the e-mail address you provide are returned as undeliverable, then Mixcord may terminate your Account immediately without notice to you and without any liability to you or any third party.
  4. For Business Accounts. If you are a company, entity or organization who intends to use the Services for a permitted commercial purpose (as set forth in Section 4.2 below) for more than one of your customers, you must register different For Business Accounts for each of your customers.
  5. Messages. The Services may provide you the ability to send messages to Users and third parties. You represent and warrant you will only send messages through the Apps to Users who have given you their express consent to receive such messages, and you will indemnify and hold Mixcord harmless from any and all claims arising out of your sending these messages to any Users. You are responsible for all fees and charges associated with such messages.

4. Intellectual Property Rights.

  1. License. Subject to your complete and ongoing compliance with these Terms of Service, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Services as permitted by the features of the Service. Except for any “For Business” subscriptions made available in some of the Services, the Services may solely be used for your personal, non-commercial use. Mixcord reserves all rights not expressly granted herein in the Services and the Mixcord Content (as defined below). Mixcord may terminate this license at any time for any reason or no reason.
  2. Permitted Commercial Use. For those Services that include a “For Business” subscription option, subject to payment of the applicable fees and strict compliance with these Terms of Service, you may use the Services for commercial purposes solely to the extent and as permitted by the applicable Services features. For the sake of clarity, no third-party content made available through any Services, including but not limited to, the System Voices (defined below) may be used for commercial purposes.
  3. Third-Party Content.
    1. Nothing in these Terms of Services grants you a license to reproduce, distribute, publicly perform, communicate to the public, synchronize or otherwise use and exploit any third party content, including, but not limited to, sound recordings and musical works included in Local Tracks in your Presentations. You are solely responsible for clearing the rights to any third party content, including, but not limited to, sound recordings and musical works used in Presentations. The ability to access Local Tracks in the local library of any device on which an App is stored does not by itself authorize you to use any such third party content without the authorization of the copyright owners. Further, you expressly acknowledge and agree that the Services contain certain third-party content that is subject to its own applicable terms and conditions. By accessing and using the Services, you agree to those terms and conditions as may be updated by such third parties from time-to-time.
    2. Notwithstanding the foregoing, the Services may enable you to synthesize voice/audio from text/script with system voices included with a device’s Operating System accessible through the Services (“System Voices”), and/or with premium voices which may be accessible through the Services (“Premium Voices”) in connection with your Presentations. Regardless of whether you have a personal, For Business, freemium or paid (including unlimited use of Premium Voices) Account, System Voices may only be used in Presentations for personal use; whereas Premium Voices may be used in Presentations for both personal and commercial use. Further, regardless of whether you have a personal or For Business, freemium or paid (including unlimited use of Premium Voices) Account, Mixcord may limit over-usage of the Premium Voices as it deems appropriate in its sole discretion. Mixcord may impose or modify these limitations without notice. Mixcord reserves the right to use technical measures to prevent over-usage and stop usage of the Premium Voices after any usage limitations are exceeded or suspend your access to the Premium Voices with or without notice to you in the event you exceed any such limitations.
  4. Posting to External Sites. You hereby acknowledge and agree that if you Post a Presentation to any External Sites, then you are solely responsible for obtaining all permissions and consents for Posting such Presentation to any External Site.
  5. Mixcord Content. Except for User Content (defined below), the content that Mixcord provides to Users on or through the Services, including without limitation, any text, graphics, photos, software and interactive features, may be protected by copyright or other intellectual property rights and owned by Mixcord or its third party licensors (collectively, the " Mixcord Content"). Moreover, Mixcord solely owns all design rights, databases and compilation and other intellectual property rights in and to the Services, in each case whether registered or unregistered, and any related goodwill.
  6. Marks. Mixcord trademarks, service marks and logos (the " Mixcord Trademarks") used and displayed on the Services are Mixcord's registered and unregistered trademarks or service marks. Other product and service names located on the Services may be trademarks or service marks owned by third parties (collectively with Mixcord Trademarks, the " Trademarks"). Except as otherwise permitted by law, you may not use the Trademarks to disparage Mixcord or the applicable third-party, Mixcord's or a third-party's products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from any Services without Mixcord's prior express written consent. All goodwill generated from the use of any Mixcord Trademark will inure solely to Mixcord's benefit.
  7. Restrictions. Mixcord hereby reserves all rights not expressly granted to you in this Section 4. Accordingly, nothing in these Terms of Service or on the Services will be construed as granting to you, by implication, estoppel or otherwise, any additional license rights in and to the Services or any Mixcord Content or Trademarks located or displayed therein.

5. User Content.

  1. Definition. Some areas of the Services allow Users to submit, post, display, provide, make available and create content such as profile information, text, images, Presentations, comments, and other content or information (any such materials a User submits, posts, displays, provides, makes available or creates on the Services is referred to as “User Content”). User Content excludes any and all Mixcord Content used or incorporated into the User Content.
  2. Intellectual Property Rights. MIXCORD CLAIMS NO OWNERSHIP RIGHTS OVER USER CONTENT SUBMITTED OR CREATED BY YOU. THE USER CONTENT YOU SUBMIT OR CREATE REMAINS YOURS. However, you understand that certain portions of the Services may allow other Users to view, edit, share, and/or otherwise interact with your User Content. By providing or sharing User Content through the Services, you agree to allow others to view, edit, share, and/or interact with your User Content in accordance with your settings and these Terms of Service. Mixcord has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Service.
  3. Licenses to User Content. By submitting, posting, displaying, providing, making available or creating any User Content on or through the Services, you hereby expressly grant, and you represent and warrant that you have all rights necessary to grant, to Mixcord an unrestricted, assignable, sublicensable, revocable, royalty-free license throughout the universe to reproduce, distribute, publicly display, communicate to the public, publicly perform (including by means of digital audio transmissions and on a through-to-the-audience basis), make available, create derivative works from, retransmit to External Sites, and otherwise exploit and use all or any part of all User Content by any means and through any media and formats now known or hereafter developed, for the purposes of (i) advertising, marketing and promoting Mixcord and the Service; (ii) displaying and sharing your User Content to other Users of the Service; and (iii) providing the Services as authorized by these Terms of Service. To the fullest extent permitted by law, you further grant Mixcord a royalty-free license to use your user name, image, voice and likeness to identify you as the source of any of your User Content. You must not submit or create any User Content on or through the Services or transmit to Mixcord any User Content that you consider to be confidential or proprietary. Any User Content posted by you to or through the Services or transmitted to Mixcord will be considered non-confidential and non-proprietary, and treated as such by Mixcord, and may be used by Mixcord in accordance with these Terms of Service without notice to you and without any liability to Mixcord. For the avoidance of doubt, the rights granted in the preceding sentences of this Section include, but are not limited to, the right to reproduce sound recordings (and make mechanical reproductions of the musical works embodied in such sound recordings) and publicly perform and communicate to the public sound recordings (and the musical works embodied therein), all on a royalty-free basis. This means that you are granting Mixcord the right to use your User Content without the obligation to pay royalties to any third party, including, but not limited to, a sound recording copyright owner (e.g., a record label), a musical work copyright owner (e.g., a music publisher), a performing rights organization (e.g., ASCAP, BMI, SESAC, etc.) (a "PRO"), a sound recording PRO (e.g., SoundExchange), any unions or guilds, and engineers, producers or other royalty participants involved in the creation of User Content.
  4. Screening User Content. Mixcord offers Users the ability to submit, create or transmit User Content to or through the Service. Mixcord does not pre-screen any User Content, but reserves the right to remove, disallow, block or delete any User Content in its sole discretion. In addition, Mixcord has the right—but not the obligation—in its sole discretion to remove, disallow, block or delete any User Content that it considers to violate these Terms of Service, applicable law or otherwise constitute Objectionable Content (as defined in Section 5.12 below). Without limiting the preceding sentences of this Section, Mixcord also has the right—but not the obligation—to take remedial action in connection with any Objectionable Content posted on the Services as described more fully in Section 5.12 below. Mixcord recommends that you save copies of any Presentations that you submit to or create through the Services on your personal device(s) in the event that you want to ensure that you have permanent access to copies of such Presentations. Mixcord does not guarantee the accuracy, integrity, appropriateness, availability or quality of any User Content, and under no circumstances will Mixcord be liable in any way for any User Content or the deletion thereof.
  5. You Must Have Rights to the Content You Post. You must not submit, post or create any User Content to the Services if you are not the copyright owner of or are not fully authorized to grant rights in all of the elements of the User Content you intend to submit to or create through the Services. In addition, if you only own the rights in and to a sound recording, but not to the underlying musical works embodied in such sound recordings, then you must not submit such sound recordings to the Services unless you have all necessary rights, authorizations and permissions with respect to such embedded musical works that grant you sufficient rights to grant the licenses to Mixcord under these Terms of Service. You represent and warrant that: (i) you own the User Content submitted by you on or through the Services or otherwise have the right to grant the license set forth in these Terms of Service; (ii) the submission, posting, creation and use of your User Content on or through the Services does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person, including, but not limited to, the rights of any person visible in any of your User Content; (iii) the submission, posting or creation of your User Content on the Services will not require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and (iv) the submission, posting or creation of your User Content on the Services does not result in a breach of contract between you and a third party. You agree to pay all monies owing to any person as a result of submitting, posting or using your User Content on the Services.
  6. In connection with your User Content, you affirm, represent and warrant the following:
    1. You have the written consent of each and every identifiable natural person in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Services and these Terms of Use, and each such person has released you from any liability that may arise in relation to such use.
    2. You have obtained and are solely responsible for obtaining all consents as may be required by law, rules and regulations to post any User Content relating to third parties.
    3. Your User Content and Mixcord’s use thereof as contemplated by these Terms of Service and the Services will not violate any law or infringe any rights of any third party, including but not limited to any intellectual property rights and privacy rights.
    4. Mixcord may exercise the rights to your User Content granted under these Terms of Service without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
    5. To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.
  7. Mixcord takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts, sends, or otherwise makes available over the Services (including without limitation any Presentations). You shall be solely responsible for your User Content and the consequences of posting, publishing it, sharing it, or otherwise making it available on the Services, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Mixcord shall not be liable for any damages you allege to incur as a result of or relating to any User Content.
  8. MIXCORD HAS THE ABSOLUTE RIGHT TO REMOVE AND/OR DELETE WITHOUT NOTICE ANY USER CONTENT WITHIN ITS CONTROL THAT IT DEEMS OBJECTIONABLE. YOU CONSENT TO SUCH REMOVAL AND/OR DELETION AND WAIVE ANY CLAIM AGAINST MIXCORD FOR SUCH REMOVAL AND/OR DELETION. MIXCORD IS NOT RESPONSIBLE OR LIABLE FOR FAILURE TO STORE POSTED CONTENT OR OTHER MATERIALS YOU TRANSMIT THROUGH THE SERVICE. YOU SHOULD TAKE MEASURES TO PRESERVE COPIES OF ANY DATA, MATERIAL, CONTENT OR INFORMATION YOU POST ON THE SERVICE OR ANY OTHER SITES OR PLATFORMS.
  9. Specific Rules for Musical Works and for Recording Artists. If you are a composer or author of a musical work and are affiliated with a PRO, then you must notify your PRO of the royalty-free license you grant through these Terms of Service to us. You are solely responsible for ensuring your compliance with the relevant PRO's reporting obligations. If you have assigned your rights to a music publisher, then you must obtain the consent of such music publisher to grant the royalty-free license(s) set forth in these Terms of Service or have such music publisher enter into these Terms of Service with us. Just because you authored a musical work (e.g., wrote a song) does not mean you have the right to grant us the licenses in these Terms of Service. If you are a recording artist under contract with a record label, then you are solely responsible for ensuring that your use of the Services is in compliance with any contractual obligations you may have to your record label, including if you create any new recordings through the Services that may be claimed by your label.
  10. Through-To-The-Audience Rights. All of the rights you grant in these Terms of Service are provided on a through-to-the-audience basis, meaning the owners or operators of External Sites will not have any separate liability to you or any other third party for User Content submitted, posted, transmitted or used on such External Sites via the Service.
  11. Waiver of Rights to User Content. By Posting User Content to or through the Services, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content. To the fullest extent permitted by law, you also waive any and all rights of privacy, publicity or any other rights of a similar nature in connection with your User Content, or any portion thereof. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any User Content you submit to or transmit or create through the Service.
  12. Objectionable Content. You are not permitted to and agree not to Post any User Content to the Services that is or could be interpreted to be abusive, bullying, defamatory, harassing, harmful (or present a risk of harm, loss, property damage, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness) to any person or animal, hateful, humiliating to other people (publicly or otherwise), inaccurate, infringing, invasive of privacy or publicity rights, libelous, objectionable, obscene, offensive, pornographic, seeking to exploit children, seeking to simulate the voice of politicians or government officials with synthesized voice (even with their consent), threatening, unlawful (including through the violation of contractual or fiduciary relationships), violent, vulgar or in violation of any applicable laws (including laws related to speech) or promoting bigotry, discrimination, hatred, intolerance, racism or inciting violence (including suicide), as Mixcord may determine in its sole and absolute discretion (collectively, "Objectionable Content"). The posting of any Objectionable Content may subject you to third party claims and none of the rights granted to you in these Terms of Service may be raised as a defense against any third party claims arising from your posting of Objectionable Content. You also agree not to use the Services for illegal or unlawful purposes, including, without limitation, to stalk any other User or to encourage any User to harm themselves or any other person. If you encounter any Objectionable Content on the Services, then please immediately email Mixcord at info@mixcord.co or inform us through the functionality offered on the Service. You acknowledge and agree that Mixcord provides you with the ability to report Objectionable Content as a courtesy, and Mixcord has no obligation to remove or take any other action with respect to any Objectionable Content on the Services that you report to us. However, Mixcord in its sole discretion may take any actions it deems necessary and/or appropriate against any User who posts Objectionable Content on the Services, including, but not limited to, warning the User, suspending or terminating the User's Account, removing all of the User's User Content on the Services and/or reporting the User to law enforcement authorities, either directly or indirectly.
  13. No Liability. For the avoidance of doubt, Mixcord will not be liable for any unauthorized use of User Content by any User.

6. Restrictions on Use of the Service.

    1. In addition to any other restrictions set forth in these Terms of Service, and without limiting those restrictions, when using the Services, you agree not to (and not to attempt to):
      1. make unauthorized copies of the Services or any content made available on or through the Services, including without limitation by any automated or non-automated "scraping";
      2. rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Services to any third party or use the Services to provide time sharing or similar services for any third party;
      3. take any action that imposes an unreasonable load on the Service's infrastructure;
      4. use any device, software or routine to interfere or attempt to interfere with the proper working of the Services, or any activity conducted on the Service;
      5. decipher, decompile, disassemble or reverse engineer modify, distribute, alter, tamper with, repair, or otherwise create derivative works from the Services or any part thereof, including any software, source code or any Mixcord Content, including synthesized System Voices and/or Premium Voices accessible through the Service; or
      6. use the Services or Mixcord Content accessible through the Services to:
        1. deceive or intentionally misinform people;
        2. claim to be from any person, company, government body, or entity without explicit permission to make that representation and/or impersonate to gain unauthorized information or privileges;
        3. simulate the voice of politicians or government officials, even with their consent.
        4. create, incite, or disguise hate speech, discrimination, defamation, terrorism, or acts of violence;
        5. exploit or manipulate children;
        6. make unsolicited phone calls, communications, posts, or messages;
        7. disguise policy positions or political ideologies; or
        8. disseminate unattributed content or misrepresent sources.
      7. delete or alter any material Mixcord or any other person or entity Posts on the Services, including by removing any copyright or other proprietary rights notices on the Service;
      8. frame or link to any of the materials or information available on the Service;
      9. alter, deface, mutilate or otherwise bypass any approved software through which the Services are made available;
      10. use any Mixcord Content or Trademarks except as expressly permitted under these Terms of Service;
      11. access, tamper with or use non-public areas of the Services, Mixcord's (and its hosting company's) computer systems and infrastructure or the technical delivery systems of Mixcord's providers;
      12. harass, threaten, menace, abuse, harm or advocate or incite harassment, abuse or harm of another person or group, including Mixcord employees;
      13. create a new account with Mixcord, without Mixcord's express written consent, if Mixcord has previously disabled an account of yours;
      14. solicit, or attempt to solicit, personal information from other Users of the Service;
      15. restrict, discourage or inhibit any person from using the Services, disclose personal information about a third person on the Services or obtained from the Services without the consent of that person, or collect information about Users of the Service;
      16. unless permitted by the functionality of the Services and subject to payment of the applicable fees, use the Services for any commercial or unauthorized purpose, including communicating or facilitating any commercial advertisement or solicitation or spamming;
      17. gain unauthorized access to the Services, to other Users' accounts, names or personally identifiable information, or to other computers or websites connected or linked to the Service;
      18. transmit any virus, worm, spyware or any other computer code, file or program that may or is intended to disable, overburden, impair, damage or hijack the operation of any hardware, software or telecommunications equipment or any other aspect of the Services or communications equipment and computers connected to the Service;
      19. interfere with or disrupt the Services, networks or servers connected to the Services or violate the regulations, policies or procedures of those networks or servers, including by attempting to decipher any transmissions to or from the servers running an App;
      20. violate any applicable federal, state or local laws or regulations or the terms of these Terms of Service; or
      21. make the functionality of the Services available to third parties as a service; or
      22. assist or permit any persons in engaging in any of the activities described above
    2. Our Services may enable users to create subtitles in connection with their video projects (each, a “Transcription”). Regardless of whether you have a freemium or paid (including unlimited Transcriptions) account, Mixcord may limit: (i) the number of Transcriptions that you may make via the Service; and (ii) anything else about the Transcriptions you make via the Services, as we deem appropriate in our sole discretion.  We may impose or modify these limitations without notice.  We may utilize technical measures to prevent over-usage and stop usage of the Services after any usage limitations are exceeded or suspend your access to the Services with or without notice to you in the event you exceed any such limitations.

7. External Sites.

The Services may contain links to or the ability to share information, including, but not limited to, Presentations, with third party websites ("External Sites"). Mixcord does not endorse any External Sites or the content made available on such External Sites. All External Sites and any content thereon are developed and provided by others. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such content located on such External Sites. Mixcord is not responsible for the content of any External Sites and does not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer and mobile devices from viruses and other destructive programs. If you decide to access any External Sites, purchase any content from External Sites or subscribe to services offered by such External Site, then you do so at your own risk. You agree that Mixcord will have no liability to you arising from your use, engagement, exposure to or interaction with any External Sites.

8. Feedback.

While Mixcord is continually working to develop and evaluate its own product ideas and features, it knows it doesn’t have all the answers. Mixcord therefore welcome your feedback, comments and suggestions. If you choose to contribute by sending Mixcord or its employees any ideas for products, services, features, modifications, enhancements, content, refinements, technologies, content offerings (such as audio, visual, games or other types of content), promotions, strategies or product/feature names or any related documentation, artwork, computer code, diagrams or other materials (collectively "Feedback"), then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided. Accordingly, by sending Feedback to Mixcord, you agree that:

  1. Mixcord has no obligation to review, consider or implement your Feedback, or to return to you all or part of any Feedback for any reason;
  2. Feedback is provided on a non-confidential basis, and Mixcord is not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and
  3. You irrevocably grant Mixcord perpetual and unlimited permission to reproduce, distribute, create derivative works of, modify, publicly perform (including on a through-to-the-audience basis), communicate to the public, make available, publicly display and otherwise use and exploit the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified.
  1. Respect of Third Party Rights. Mixcord respects the intellectual property of others and takes the protection of intellectual property very seriously, and asks its Users to do the same. Infringing activity will not be tolerated on or through the Service.
  2. Repeat Infringer Policy. Mixcord's intellectual property policy is to (i) remove or disable access to material that Mixcord believes in good faith, upon notice from an intellectual property owner or his or her agent, is infringing the intellectual property of a third party by being made available through the Service; and (ii) remove any User Content uploaded to the Services by "repeat infringers." Mixcord considers a "repeat infringer" to be any User that has uploaded User Content or Feedback to or through the Services and for whom Mixcord has received more than two takedown notices compliant with the provisions of 17 U.S.C. § 512 with respect to such User Content or Feedback. Mixcord has discretion, however, to terminate the Account of any User after receipt of a single notification of claimed infringement or upon Mixcord's own determination.
  3. Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Services has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a " Notification of Claimed Infringement" containing the following information to the Designated Agent identified below. Your Notification of Claimed Infringement may be shared by Mixcord with the User alleged to have infringed a right you own or control, and you hereby consent to Mixcord making such disclosure. Your communication must include substantially the following:
    1. a physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;
    2. identification of works or materials being infringed, or, if multiple works are covered by a single notification, then a representative list of such works;
    3. identification of the specific material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Mixcord to locate the material;
    4. information reasonably sufficient to permit Mixcord to contact you, such as an address, telephone number and, if available, an electronic mail address at which you may be contacted;
    5. a statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
    6. a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

    You should consult with your own lawyer and/or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.

  4. Designated Agent Contact Information. Mixcord's designated agent for receipt of Notifications of Claimed Infringement (the " Designated Agent") can be contacted at:
    • Via E-mail: dmca@mixcord.co
    • Via U.S. Mail: Mixcord, Inc., 202 Bicknell Ave., Santa Monica, CA 90405 Attn: Designated Agent
  5. Counter Notification. If you receive a notification from Mixcord that material made available by you on or through the Services has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Mixcord with what is called a " Counter Notification." To be effective, a Counter Notification must be in writing, provided to Mixcord's Designated Agent through one of the methods identified in Section 9.4 and include substantially the following information:
    1. a physical or electronic signature of the subscriber;
    2. identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
    3. a statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
    4. the subscriber's name, address and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, then for any judicial district in which Mixcord may be found, and that the subscriber will accept service of process from the person who provided notification under Section 9.3 above or an agent of such person.

A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party's obligations to provide a valid counter notification under the Copyright Act.

  1. Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to Mixcord in response to a Notification of Claimed Infringement, then Mixcord will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Mixcord will replace the removed User Content or Feedback or cease disabling access to it in 10 business days, and Mixcord will replace the removed User Content or Feedback and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless Mixcord's Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the User from engaging in infringing activity relating to the material on Mixcord's system or network.
  2. False Notifications of Claimed Infringement or Counter Notifications.

The Copyright Act provides that:

[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys' fees, incurred by the alleged infringer, by any copyright owner or copyright owner's authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [Mixcord] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.

17 U.S.C. § 512(f).

Mixcord reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law. Mixcord also reserves the right to make public any Notifications of Claimed Infringement and any Counter Notifications, and you hereby consent to such public disclosure.

10. Dispute Resolution.

  1. General. In the interest of resolving disputes between you and Mixcord in the most expedient and cost effective manner, you and Mixcord agree that any dispute arising out of or in any way related to these Terms of Service or your use of the Services will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to these Terms of Service or your use of the Services, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms of Service. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS OF SERVICE, YOU AND MIXCORD ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AND THAT THESE TERMS OF SERVICE SHALL BE SUBJECT TO AND GOVERNED BY THE FEDERAL ARBITRATION ACT.
  2. Exceptions. Notwithstanding Section 10.1 above, nothing in these Terms of Service will be deemed to waive, preclude or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state or local agency if that action is available; (iii) seek injunctive relief in aid of arbitration from a court of competent jurisdiction; or (iv) to file suit in a court of law to address a claim of defamation, violation of the Computer Fraud and Abuse Act or intellectual property infringement.
  3. Arbitrator. Any arbitration between you and Mixcord will be governed by the Federal Arbitration Act and the Commercial Dispute Resolution Procedures and Supplementary Procedures for Consumer Related Disputes (collectively, " AAA Rules") of the American Arbitration Association (" AAA"), as modified by these Terms of Service, and will be administered by the AAA. The AAA Rules and filing forms are available online at adr.org, by calling the AAA at 1-800-778-7879, or by contacting Mixcord. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of this binding arbitration agreement.
  4. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by U.S. Mail (" Notice"). Mixcord's address for Notice is: Mixcord, Inc., 202 Bicknell Ave., Santa Monica, CA 90405, Attn: Chief Executive Officer. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (" Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Mixcord may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Mixcord must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor with a monetary award that exceeds the last written settlement amount offered by Mixcord prior to selection of an arbitrator, Mixcord will pay you the highest of the following: (1) the amount awarded by the arbitrator, if any; (2) the last written settlement amount offered by Mixcord in settlement of the dispute prior to the arbitrator's award; or (3) $15,000.
  5. Fees. If you commence arbitration in accordance with these Terms of Service, Mixcord will reimburse you for your payment of the filing fee, unless your claim is for more than $15,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Santa Clara County, California, but if the claim is for $15,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Mixcord for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. Each party agrees that such written decision, and information exchanged during arbitration, will be kept confidential except to the extent necessary to enforce or permit limited judicial review of the award. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.
  6. No Class Actions. YOU AND MIXCORD AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Mixcord agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
  7. Modifications to this Arbitration Provision. Except as otherwise provided in these Terms of Service, if Mixcord makes any future change to this arbitration provision, other than a change to Mixcord's address for Notice, you may reject the change by sending us written notice within 30 days of the change to Mixcord's address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and Mixcord.
  8. Enforceability. If Section 10.6 above is found to be unenforceable or if the entirety of this Section 10 is found to be unenforceable, then the entirety of this Section 10 will be null and void.

11. Limitation of Liability and Disclaimer of Warranties.

THE FOLLOWING TERMS IN THIS SECTION 11 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW:

  1. MIXCORD, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS (COLLECTIVELY, THE " MIXCORD PARTIES") MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE SERVICE, MIXCORD CONTENT AND ANY OTHER CONTENT AVAILABLE ON THE SERVICE, INCLUDING, BUT NOT LIMITED TO, THE ACCURACY, RELIABILITY, COMPLETENESS APPROPRIATENESS, TIMELINESS OR RELIABILITY THEREOF. THE MIXCORD PARTIES WILL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF ANY CONTENT ON THE SERVICE OR ANY OTHER INFORMATION CONVEYED TO ANY USER, OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN, OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA, OR INFORMATION STREAM FROM WHATEVER CAUSE. AS A USER, YOU AGREE THAT YOU USE THE SERVICE, MIXCORD CONTENT AND ANY OTHER CONTENT THEREON AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ALL CONTENT YOU UPLOAD TO THE SERVICE.
  2. THE MIXCORD PARTIES DO NOT WARRANT THAT THE SERVICE WILL OPERATE ERROR FREE, OR THAT THE SERVICE, MIXCORD CONTENT AND ANY CONTENT THEREON ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SERVICE, MIXCORD CONTENT OR ANY OTHER CONTENT THEREON RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO MIXCORD PARTY WILL BE RESPONSIBLE FOR THOSE COSTS.
  3. THE SERVICE, MIXCORD CONTENT AND ALL OTHER CONTENT THEREON ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. ACCORDINGLY, THE MIXCORD PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND FITNESS FOR PARTICULAR PURPOSE.
  4. IN NO EVENT WILL ANY MIXCORD PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM, OR IN CONNECTION WITH, THE USE OR INABILITY TO USE THE SERVICE, MIXCORD CONTENT AND ANY CONTENT THEREON, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH MIXCORD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MIXCORD'S LIABILITY, AND THE LIABILITY OF ANY OTHER MIXCORD PARTIES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF THE FEES YOU HAVE PAID US AND U.S. $100.

12. Third Party Disputes.

TO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY ARISING OUT OF YOUR USE OF THE SERVICE, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, ANY CARRIER, COPYRIGHT OWNER OR OTHER USER, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE THE MIXCORD PARTIES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

13. Indemnification.

To the fullest extent permitted by law, you agree to defend, indemnify and hold harmless the Mixcord Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from (a) your breach of these Terms of Service; (b) your access to, use or misuse of Mixcord Content or the Service; or (c) your User Content. Mixcord will provide notice to you of any such claim, suit or proceeding. Mixcord reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section if Mixcord believes that you are unwilling or incapable of defending Mixcord's interests. In such case, you agree to cooperate with any reasonable requests assisting Mixcord's defense of such matter at your expense.

14. Term and Termination of these Terms of Service.

  1. Term. As between you and Mixcord, the Term of these Terms of Service commences as of your first use of the Services and continues until the termination of these Terms of Service by either you or Mixcord.
  2. Termination. You may terminate these Terms of Service by sending written notification to Mixcord at info@mixcord.co, deleting any Apps from your mobile device and terminating all other uses of the Service. If you wish to delete any of your User Content from the Services, then you may be able to do so using the permitted functionalities of the Apps, but the removal or deletion of such User Content will not terminate these Terms of Service. Mixcord reserves the right, in its sole discretion, to restrict, suspend or terminate these Terms of Service and your access to all or any part of the Services at any time without prior notice or liability if you breach any provision of these Terms of Service or violate the rights of any third party copyright owner of musical works or sound recordings. Mixcord may further terminate these Terms of Service immediately for any other reason with or without notice to you, using the email address associated with your account credentials. Mixcord reserves the right to change, suspend, discontinue or impose usage limits on all or any part of the Services at any time without prior notice or liability.
  3. Sections 1.1, 1.2, 1.3, 1.5, 1.6, 1.7, 2.3, 3.2, 3.4, 4-19 and all defined terms used therein will survive the termination of these Terms of Service indefinitely.

By using the Services, you consent to receiving certain electronic communications from us as further described in the Privacy Policy. Please read the Privacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

16. Miscellaneous.

These Terms of Service are governed by the internal substantive laws of the State of California without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in Santa Clara County, California. You agree that no joint venture, partnership, employment or agency relationship exists between you and Mixcord as a result of these Terms of Service or use of the Service. You further acknowledge that by submitting User Content, no confidential, fiduciary, contractually implied or other relationship is created between you and Mixcord other than pursuant to these Terms of Service. If any provision of these Terms of Service is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms of Service, which will remain in full force and effect. Failure of Mixcord to act on or enforce any provision of these Terms of Service will not be construed as a waiver of that provision or any other provision in these Terms of Service. No waiver will be effective against Mixcord unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Mixcord and you, these Terms of Service constitutes the entire agreement between you and Mixcord with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter herein. The Section headings are provided merely for convenience and will not be given any legal import. These Terms of Service will inure to the benefit of our successors and assigns. Yu may not assign these Terms of Service or any of the rights or licenses granted hereunder, directly or indirectly, without the prior express written consent of Mixcord. This means that in the event you dispose of any device on which you have installed an App, such as by sale or gift, you are responsible for deleting such App from your device prior to such disposition. Mixcord may assign these Terms of Service, including all its rights hereunder, without restriction.

17. Contact Us.

If you would like to contact us in connection with your use of the Services, then you may do so by mail at Mixcord, Inc., 202 Bicknell Ave., Santa Monica, CA 90405, and by email at info@mixcord.co.

18. Open Source Software.

The Services contain certain open source software. Each item of open source software is subject to its own applicable license terms, which are set forth in the section of the applicable App entitled:

  1. Acapella (iOS) – select (i) on create screen -> Select “About This Version”
  2. Acapella (Android) - select (i) on create screen -> Select “About This Version”
  3. PicPlayPost (iOS) – select (gear icon) on the create screen -> Select “About This Version”
  4. PicPlayPost Prime (iOS) – select (gear icon) on the create screen -> Select “About This Version”
  5. PicPlayPost (Android) - select (gear icon) on the create screen -> Select “About This Version”
  6. PicPlayPost (Windows) - select (gear icon) on the create screen -> Select “About This Version”
  7. Square Video (iOS) – select (i) on create screen -> Select “About This Version”
  8. Square Video (Android) - select (i) on create screen -> Select “Terms Of Service” -> Scroll to the bottom of the page and select/click link for the disclosure
  9. PopAGraph (iOS) - select (gear icon) on menu screen -> Select “About This Version”
  10. PopAGraph PRO (iOS) - select (gear icon) on menu screen -> Select “About This Version”
  11. Rolling (iOS) – select (i) on create screen -> Select “About This Version”
  12. Mix (iOS) – select (i) on profile page -> Select “About This Version”
  13. MixCaptions (iOS) – select (gear icon) on the mixcaptions screen -> Select “About This Version”
  14. MixCaptions (Android) – select (gear icon) on the mixcaptions screen -> Select “About This Version”
  15. MixVoice (iOS) – select (gear icon) on the mixvoice screen -> Select “About This Version”
  16. MixCam (iOS) – select (gear icon) on the camera screen -> Select “About This Version”
  17. Video Wallpaper (iOS) – select (gear icon) on the "ALL ITEMS" screen -> Select “About This Version”

19. Billing

1. Please note that purchases of a subscription are made through the Apple iTunes Store or Google Play Store, the sale is final, and we will not provide a refund. Your purchase will be subject to the Apple or Google applicable payment policy, which also may not provide for refunds.

2. To ensure uninterrupted service, all Mixcord subscriptions are renewed automatically by Apple or Google, using the credit card on file for your respective Apple iTunes Account or Google Play Store Account. Annual subscriptions are billed in one payment at the time of purchase, and automatically renew at the end of the initial term, at the rate secured at the time of purchase.

3. You may cancel automatic renewal by selecting Manage App Subscriptions in your iTunes Account settings, or selecting Subscriptions in your Google Play Store Account, and selecting the subscriptions you want to modify. If you cancel a subscription, your subscription will terminate at the end of your current subscription period.

4. You understand and acknowledge that Mixcord may adjust the pricing for its products and services in the future and that you will be charged such adjusted fees on a going forward-basis after notice to you from Apple or Google respectively.

5. Our Apps may include items or services for use with our apps such as time credits for transcription, etc. ("Virtual Goods"). You agree that once purchased, Virtual Goods have no monetary value and can never be exchanged for real money, real goods or real services from us or anyone else. You agree that Virtual Goods are not transferrable to anyone else and you will not transfer or attempt to transfer any Virtual Goods to anyone else.

6. You do not own Virtual Goods, but instead you purchase a limited personal revocable license to use them - any balance of Virtual Goods does not reflect any stored value.

7. You agree that all sales by us to you of Virtual Goods are final, that we will not refund any transaction once it has been made. Please note that when you purchase a license to use Virtual Goods, you acknowledge and agree that we will begin the provision of the Virtual Goods to you promptly once your purchase is complete and therefore your right of withdrawal is lost at this point. For the purposes of this paragraph 7, a "purchase" is complete at the time Apple iTunes Store servers or Google Play Store servers validate your purchase and the applicable Virtual Goods are successfully credited to your device.

8. We will not be able to restore any Virtual Goods associated with your purchase and/or App usage to a different device if you lose the device from which the original purchase was made, or it is damaged. Accordingly, :

  • any risk of loss of Virtual Goods which you purchase from us is transferred to you upon completion of the purchase as described in paragraph 7 above;
  • any risk of loss of Virtual Goods that you receive from us without making a purchase is transferred to you at the time the Virtual Goods are successfully credited to your device; and
  • any risk of loss of other data associated with your App usage and//or Virtual Goods usage (including, without limitation, your Virtual Goods balance in our Apps on your device) is transferred to you immediately at the time such App usage data is generated. 

9. The data associated with Virtual Goods, whether purchased by you or otherwise credited or awarded to you, is stored locally on your device and so is not synced between different devices or services. Accordingly, any risk of loss of this data is transferred to you (i) in the case of Virtual Goods which you purchase, upon completion of the purchase as described in paragraph 7 above; and/or (ii) in other cases, at the time the Virtual Goods are credited or awarded to you (iii) We cannot restore Virtual Goods from backup services such as iTunes backup.

10. We reserve the right to control, regulate, change or remove any Virtual Goods without any liability to you at any time.

11. We may revise the pricing for Virtual Goods offered through our Apps at any time. We may limit the total amount of Virtual Goods that may be purchased at any one time, and/or limit the total amount of Virtual Goods that may be held in your device in the aggregate. You are only allowed to obtain Virtual Goods from us or our authorized partners through our Apps, and not in any other way.

12. Depending on your device platform (iOS or Android), any Virtual Goods purchased are purchased from your platform provider (Apple iTunes Store or Google Play Store) and such purchase will be subject to its terms of service and user agreement. Usage rights for each purchase may differ from item to item. If you are unsure about usage rights you should check with your device platform before making a purchase.

13. Without limiting paragraph 8, if we suspend or terminate your account in accordance with these terms you may lose any Virtual Goods that you may have and we will not compensate you for this loss or make any refund to you.

 

20. Additional Terms for Mobile Applications

Mobile Applications from Apple App Store. You acknowledge that these Terms of Service are between you and Mixcord only, not with Apple, Inc. (“Apple”), and Apple is not responsible for the Apps or the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apps. In the event of any failure of the Apps to conform to any applicable warranty, then you may notify Apple and Apple will refund the purchase price for the relevant App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Apps. Apple is not responsible for addressing any claims by you or any third party relating to the Apps or your possession and/or use of the Apps, including, but not limited to: (i) product liability claims; (ii) any claim that the Apps fail to conform to any applicable legal or regulatory requirement; (iii) claims arising under consumer protection or similar legislation; and (iv) claims arising from use of System Voices included in the Apple Software and made available through the Service. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Apps or your possession and use of the Apps infringe that third party's intellectual property rights. You agree to comply with any applicable third party terms, when using the Apps. Apple, and Apple's subsidiaries, are third party beneficiaries of these Terms of Service, and upon your acceptance of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you as a third party beneficiary of these Terms of Service. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. If Mixcord provides a translation of the English language version of these Terms of Service, the translation is provided solely for convenience, and the English version will prevail.

Mobile Applications from Google Play Store. The following applies to any Apps you acquire from the Google Play Store (“Google-Sourced Software”): (i) you acknowledge that the Agreement is between you and Mixcord only, and not with Google, Inc. (“Google”); (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (iv) Mixcord, and not Google, is solely responsible for its Google-Sourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms of Service; and (vi) you acknowledge and agree that Google is a third-party beneficiary to the Agreement as it relates to Mixcord’s Google-Sourced Software.

 

This Agreement was last modified and effective as of April 23, 2022