This is a legal agreement between you, the end user of the electronically downloaded SndControl Software and related services on your computer or other electronic device (hereinafter referred to as the “End User”), and Emoto Corp., an Oklahoma corporation d/b/a SndControl™ (hereinafter referred to as “SndControl”), the seller and service provider of the electronically delivered SndControl Software (defined below). By electronically downloading and installing SndControl, you agree to be bound by the terms of this agreement effective as of the later of (i) the date and time you first downloaded a Basic (defined below) version of SndControl Software or (ii) the date and time you last purchased a Premium Plan (defined below) version of SndControl Software (the “Agreement”). Section or paragraph headings hereunder shall not affect the interpretation of this Agreement and capitalized terms stated herein shall have the meaning provided in Section 18 of this Agreement or otherwise defined herein.
End User shall pay Subscription Fees to SndControl for access and use of the Software Services in accordance with Section 3 of this Agreement and End User shall select one of the following plans prior to downloading and installing the Software Services to set the term, type and payment plan for Software Services:
During the Subscription Term in consideration for payment of Subscription Fees by End User, SndControl hereby grants to End User a limited, personal, nonexclusive, nontransferable, non-assignable right to use the Software Services for the Subscription Term in accordance with the User Subscription selected by the End User. End User may download and install the Software Services on more than one computer at the same time for End User’s personal use; however, End User may not install or use the Software Services in violation of the restrictions provided in Section 6 of this Agreement.
The End User shall on the Effective Date provide to SndControl valid, up-to-date and complete credit card details or approved purchase order information to SndControl (or its secure third-party payment processing vendor, if any) acceptable to SndControl and other relevant valid, up-to-date and complete contact and billing details. End User hereby authorizes SndControl to bill such credit card on the Effective Date for the Subscription Fees payable for the Initial Subscription Term with respect to End User’s User Subscription and, subject to Section 13, one time during each Renewal Term for the Subscription Fees due for such Renewal Term during the Subscription Term. In addition to any Subscription Fee or other amounts charged, End User shall pay to or reimburse SndControl for amounts equal to any sales and/or use tax, excise tax, tariff, duty, property tax or assessment on the Software Services, if any, which shall be added to SndControl’s invoice(s) to you at the appropriate rate.
End User acknowledges and agrees that SndControl and/or its licensor own all intellectual property rights in the Software Services and Documentation and, further, acknowledges that such Software Services and Documentation are protected by United States copyright laws.
Except to the extent expressly permitted under this Agreement, End User shall not : (a) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute any portion of the Software Services and Documentation in any form or media or by any means; (b) reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the the Software Services; (c) access all or any part of the Software Services and Documentation in order to build a product or service that competes with the Software Services; or (d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit the Software Services and Documentation.
You may only use the Software Services if you are over 13 years old and allowed by law to enter into a binding contract.
SndControl’s Email Policy (found at http://sndcontrol.com/email) governs any email communications you authorize SndControl to make to you. By using the Software Services and entering your email to create an account with SndControl you affirmatively agree to the terms of the Email Policy, which may be amended from time to time by SndControl at its sole discretion. SndControl agrees not to sell or otherwise distribute your email information to any third-parties.
SndControl respects the intellectual property rights of others and we expect you to do the same. SndControl will respond to clear notices of copyright infringement consistent with the Digital Millennium Copyright Act (“DMCA”) in accordance with SndControl’s Copyright Policy (found at http://sndcontrol.com/copyright) and you agree that if you use the Software Services in violation of the DMCA, SndControl, at its sole discretion, may suspend or terminate your copy of the Software Services for violation of SndControl’s Copyright Policy.
SNDCONTROL’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY SHALL BE, AT SNDCONTROL’S OPTION, EITHER (A) RETURN OF THE SUBSCRIPTION FEES PAID TO SNDCONTROL BY YOU FOR THE USER SUBSCRIPTION OR (B) REPAIR AND REPLACEMENT OF SOFTWARE SERVICES THAT DOES NOT MEET MINIMUM INDUSTRY STANDARDS.
UNLESS OTHERWISE PROVIDED IN A SEPARATE WRITTEN AGREEMENT BETWEEN END USER AND SNDCONTROL, THE SOFTWARE SERVICES ARE PROVIDED “AS IS”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SNDCONTROL DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO COMMITMENTS ABOUT THE CONTENT WITHIN THE SOFTWARE SERVICES. WE FURTHER DISCLAIM ANY WARRANTY THAT THE SOFTWARE SERVICES WILL MEET YOUR REQUIREMENTS OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE SERVICES WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; THE QUALITY OF THE SOFTWARE SERVICES WILL MEET YOUR EXPECTATIONS; OR THAT ERRORS OR DEFECTS IN THE SOFTWARE SERVICES WILL BE CORRECTED. END USER MAY USE AND ACCESS THE SOFTWARE SERVICES AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM USE AND ACCESS OF ANY SOFTWARE SERVICES. SNDCONTROL SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO END USER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES ARISING OUT OF, OR IN, ANY MALFUNCTIONS, DELAYS, LOSS OR CORRUPTION OF DATA OR INFORMATION, LOSS OF PROFIT, INTERRUPTION OF SERVICE, LOSS OF BUSINESS, OR ANY PURE ECONOMIC LOSS, EVEN IF SNDCONTROL OR SNDCONTROL’S AUTHORIZED REPRESENTATIVE HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING; HOWEVER, NOTHING IN THIS AGREEMENT EXCLUDES LIABILITY OF SNDCONTROL FOR DEATH OR PERSONAL INJURY CAUSED BY SNDCONTROL’S NEGLIGENCE OR FOR FRAUD OR FRAUDULENT MISREPRESENTATION. THIS PROVISION IS MATERIAL TO THIS AGREEMENT DUE TO THE RELATIVELY LOW SUBSCRIPTION FEE AND NATURE OF THE SOFTWARE SERVICES. IF YOU DO NOT AGREE TO THIS PARAGRAPH 11, DO NOT INSTALL THE SOFTWARE SERVICES AND YOU CAN CONTACT US AT COMPLIANCE@SNDCONTROL.COM AND NEGOTIATE A SEPARATE CONTRACT FOR SOFTWARE SERVICES BASED ON END USER’S PARTICULAR NEEDS, WHICH WILL INCREASE YOUR COSTS.
Because of the unique and proprietary nature of the Software Services, SndControl’s remedies at law may be inadequate and SndControl shall be entitled to equitable relief, including without limitation injunctive relief, specific performance or other equitable remedies in addition to all other remedies provided or available to SndControl at law or equity.
End User shall indemnify and hold harmless SndControl and its subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or in connection with your content, your violation of these terms, or your use of the Software Services in violation of law, including but not limited to, your use of the Software Services for the purposes of displaying, performing, or digitally transmitting musical or audiovisual works in violation of United States copyright laws and international treaty provisions.
EMOTO CORP. dba SndControl Attn: Compliance Officer 427 S. Boston Ave., Suite 520 Tulsa, Oklahoma, 74103SndControl may notify you by email, postal mail, postings or other contact means you made available to us when you installed the Software Services, or other legally acceptable means.
Should you have any questions concerning this Agreement, or if you wish to contact SndControl for any reason, please email our legal department at email@example.com.
Last updated December 7, 2015, which replaces the February 22, 2015 version in its entirety.