Auxy Terms of Service
Last Updated: January 24, 2018
Below is a legal agreement between you and Auxy AB, Artillerigatan 10 C, 752 37 Uppsala, Sweden ("Auxy", "us", "we", or "our") which sets out the terms and conditions ("Terms") for your use of our mobile application Auxy Studio, available for iOS, including data, associated media and services made available through the application ("App").
By downloading and/or using the App you agree to these Terms, which will be legally binding to you. If you do not agree to the Terms, you must not download and/or stop using the App.
We license use of the App to you on the basis of these Terms and subject to the rules or policies applied by Apple App Store (“App Store”) from where you may download the App (“App Store Terms”). You must also comply with such App Store Terms (as applicable from time to time) and in case of any conflict between these terms and conditions, the App Store Terms shall take precedence. We remain the owners of the App and all rights in it at all times.
If you have any comments, questions or complaints relating to the App, please send an email to firstname.lastname@example.org.
Music: The Apps allows you to compose and record musical works (“Music”) using the internal sound engine. You are free to export and distribute the Music you create in multiple file formats through the channels of your choice, as long as it does not infringe upon our or any third party’s intellectual property rights. The App also allows you to share Music projects with other users of the App. You are solely responsible for all your Music from the point of creation and, to the extent permitted by law, we exclude all liability (including liability for copyright infringement) with respect to your Music and the activities of any other users of these. Please note that we do not provide any storage or distribution services for Music files and we offer no assistance in the presentation or marketing of your Music.
Your Rights/Our Rights: You retain all ownership rights in Music that arise when you create it. You grant us an irrevocable, perpetual, worldwide, non-exclusive, royalty-free, transferable license to use, store, upload, modify, reproduce, display and perform the Music, however solely and never for any other purpose than for the operation of the App (or future software, applications and services provided by Auxy that are similar to those represented by the App) and as necessary to allow you to share your Music with other users of the App. The Music you create will be considered non-confidential and non-proprietary. We cannot be held liable if your Music leaks unintentionally (e.g. if our servers get hacked).
Original Creator: You hereby confirm that you are the original composer of Music and any sound files imported by you to the App and/or our systems, or that you have acquired sufficient rights from the original creator(s) to reproduce and use these on and in relation the App. You further confirm that such Music and sound files (including its use by us as contemplated by these Terms) do not violate the Terms, any third party agreement, applicable law or the intellectual property rights of any third party. You agree to indemnify and hold us harmless of any loss or damage we suffer as a result of your breach of this clause.
Review: You agree and acknowledge that, although we have no obligation to do so, we may in our sole discretion monitor, review or edit Music that we consider inappropriate, that does or might infringe any third party rights or has otherwise been created/uploaded in breach of these Terms or applicable law.
Licenses Granted to You
License to Sound Packs: The App includes programmed instruments and audio samples that you may use to create Music (“Sound Packs”). If you have purchased a subscription to Sound Packs, we grant you a non-transferable, non-exclusive license to all Sound Packs that are made available by us from time to time within the App for as long as you pay the applicable subscription fee. We grant you a perpetual, non-transferable, non-exclusive license to any Sound Packs provided to you free of charge as well as any individual Sound Packs purchased by you. You may solely use the Sound Packs that we license to you for the purpose of creating Music, i.e. you must not re-distribute, sub-license or otherwise make them available “as is”.
Our Rights and Third Party Rights: You acknowledge that all intellectual property rights in the App anywhere in the world belong to us or our licensors, that rights in the App are licensed (not sold) to you, and that you have no rights in or to the App other than the right to use it in accordance with the Terms. Sounds included in the App for demonstrational purposes and compositions made available by other users of the App are licensed to you for your personal and domestic use only unless you have been explicitly granted additional rights by the relevant rights holder.
You acknowledge that you have no right to have access to the App in source-code form.
No Back-Ups: We will solely provide such hosting services as is necessary in order to enable you to upload and share your Music projects with other users of the App through our systems. This is not a back-up service and you are solely responsible for exporting, securing and backing up your Music and Music projects. We will not be liable to you if you have failed to do so. Even though we may choose to offer a back-up feature within the App, we are never liable for loss of your Music or Music projects.
Upload to our servers/No Distribution Services: You acknowledge that we do any uploading and sharing of your Music projects at your request and authorisation. You further acknowledge that once your Music projects have been uploaded to our servers you will not be able to later modify or delete them. Unless you choose to share links to your Music projects or separately give us your express consent, we will not publish your Music projects and they will not become publically accessible.
Deletion:We have the right to delete any files uploaded to our servers at any time and without notice to you. Notwithstanding this, you acknowledge that we are not obligated to ensure the deletion of any files uploaded by you to our servers.
Complaints of Infringement: If you believe that any sounds or project files on the App or on servers hosted by us or our service providers infringe your rights, including intellectual property rights, please contact us, setting out particulars of the alleged claim, details of your rights and other information which we may reasonably request for the purpose of assessing your claim. While we are strongly committed to dealing with all complaints (particularly those in relation to intellectual property infringement), you acknowledge that our ability to identify and locate particular music files is limited due to anonymity with which music may be created, uploaded and shared.
Except as expressly set out in these Terms or as permitted by applicable law, you agree to comply with the following obligations and restrictions (jointly referred to as “License Restrictions”):
- not to copy the App except where such copying is incidental to normal use of the App;
- not to use trademarks or other proprietary markings of us without our written approval;
- not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the App;
- not to make alterations to, or modifications of, the whole or any part of the App;
- not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App or attempt to do any such thing except to the extent that such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the App with another software, and provided that the information obtained by you during such activities: i) is used only for the purpose of achieving inter-operability of the App with another software; ii) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and iii) is not used to create any software that is substantially similar to the App;
- not to provide or otherwise make available the App (including object and source code thereto) or information about the same not obtainable through normal use thereof, in whole or in part, in any form to any person without prior written consent from us; and
- to comply with all technology control or export laws and regulations that apply to the technology used or supported by the App.
Acceptable Use Restrictions
You agree in particular to refrain from doing any of the following ("Acceptable Use Restrictions”):
- use the App in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the App or any operating system;
- infringe our intellectual property rights or those of any third party in relation to your use of the App;
- use the App in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
- collect or harvest any information or data from our systems or attempt to decipher any transmissions to or from the servers running the App.
Non-specific purpose: You acknowledge that the App has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the capabilities and functions of the App meet your requirements.
Availability: The App is provided to you on an “as is” and “as available” basis. We do not guarantee that your use of the App, or any content on it, will be uninterrupted or error-free. You further acknowledge that neither we nor Apple Inc. has any obligation whatsoever to furnish any maintenance and support service with respect to the App.
Excluded warranties: To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the App, whether express or implied.
Limitation of Liability
THE APP IS PROVIDED WITHOUT EXPRESS, IMPLIED OR STATUTORY WARRANTY OF ANY KIND INCLUDING FOR QUALITY, OWNERSHIP, NON-INFRINGEMENT, FUNCTION, AVAILABILITY, FITNESS OR USE FOR A PARTICULAR PURPOSE.
We, our suppliers or third parties with whom we cooperate will to the fullest extent permitted under applicable law not be liable for personal injury or any losses or damages, including but not limited to any incidental, consequential, direct or indirect damages, loss of business or loss of data, arising out of or related to your use or inability to use the App. For the avoidance of doubt, under no circumstances will we be liable for losses in commercial activities.
Exclusion of liability for events outside our control: We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by any act or event beyond our reasonable control, including failure of public or private telecommunications networks. In such circumstances, our obligations will be suspended and we will use our reasonable endeavours to find a solution to the act or event.
Maximum liability: Our maximum aggregate liability under or in connection with these Terms whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the subscription fees (if any) paid by you via App Store for using the App during the calendar year preceding the damage.
Apple Inc. has no liability: Apple Inc. will have no warranty obligation whatsoever with respect to the App, and any claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our sole responsibility, subject to the disclaimer of warranty and limitation of liability set out in these Terms.
We may terminate these Terms immediately and without notice if you commit a material or persistent breach of the Terms. It is hereby recognised that inter alia a breach of any of the Licence Restrictions or the Acceptable Use Restrictions shall qualify as a material breach.
Should we for legal reasons not be able to process personal data about you strictly necessary to provide the App (or part of it), we are entitled to terminate the Terms effective immediately.
You may terminate these Terms immediately at any time by uninstalling the App from your device and stop using the App.
Upon termination or expiry for whichever reason, all rights granted to you under these Terms shall cease. You must immediately cease all activities authorised by these Terms, including your use of the App and delete or remove the App from all devices, and immediately destroy all copies of the App then in your possession, custody or control.
Other Important Terms
Transferring rights and obligations: We may transfer our rights and obligations under the Terms to another organisation, but this will not affect your rights or our obligations under the Terms. You may only transfer your rights or obligations under the Terms to another person if we agree in writing.
No Waiver: If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
Apple Inc., a third party beneficiary: You hereby acknowledge that the Terms are concluded between us and you only. Apple Inc. is not a party to the Terms. We, not Apple Inc., are solely responsible for the App and the contents thereof. Apple Inc. may however be a third party beneficiary to the Terms and, upon your acceptance of these Terms, Apple Inc. will have the right to enforce the Terms against you as a third party beneficiary thereof.
Questions, complaints or claims: Any questions, complaints or claims with respect to the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, shall be directed to us at email@example.com and not Apple Inc. We, not Apple Inc. will be solely responsible for the investigation, defence, settlement and discharge of any claims of intellectual property infringement in relation to the App.
Permissions: You will be assumed to have obtained permission from the owners of the devices that are controlled, but not owned, by you to use and/or download a copy of the App. Regardless of which device you are using, you are liable for all subscriptions, services and charges from your mobile phone operator that are necessary to use the App, including any charges for data traffic and roaming charges. You accept responsibility in accordance with these Terms for your use of the App on any device, whether or not it is owned by you.
Compliance with Law: You represent and warrant that you will not use the App in a manner that violates applicable law or that infringes any third parties’ rights, including intellectual property rights.
Your Equipment: It is your responsibility to procure, hold and maintain the hardware, software, email address, internet subscription, mobile phone subscription as well as any other equipment necessary to use the App.
Third Party Terms: You must further comply with any applicable third party terms of agreement when using the App, including but not limited to agreements between you and Apple Inc., as amended from time to time.
Eligibility: By accepting these Terms you 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.
Variation: We may change these Terms at any time by notifying you within the App. If you do not agree with the new Terms you are free to reject them but unfortunately you will then no longer have the right or possibility to use the App.
Severability: Each of the conditions of these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
Jurisdiction/Governing Law: Except where otherwise required by mandatory law, the Terms shall be construed and applied in accordance with Swedish law, save for its choice of law principles. Any dispute arising out of or in relation to these Terms shall be finally settled by Swedish courts.