Any individual who purchases or utilizes services provided by ModalSquare, dba or any of its affiliates are unconditionally bound to the terms set forth in this document. By purchasing or utilizing services provided by ModalSquare, dba it is understood that you have read and agree wholly with the terms set forth by this agreement.
ModalSquare, dba and its affiliates reserve the right to revise this agreement at any time without providing direct notice to those whom it affects. It is understood that any individual purchasing or utilizing services provided by ModalSquare LLC will review this document periodically for any changes.
ModalSquare, dba will use the terms set forth in this agreement as a guideline to settle disputes between ModalSquare LLC and the individuals that purchase or utilize its services. The terms of this agreement set forth the entire agreement between ModalSquare LLC and the individuals purchasing or utilizing its services, and supersedes any and all prior agreements of the parties involved.
The terms below are applicable to all our websites ("Website") our mobile and desktop apps (the “Apps”) and all related sites (included but not limited to leerecs.com, ModalSquare.com, mioresidential.com, memorar.io, modalsquare.com), players, widgets, tools, apps, trademarks, trademarks websites, data, software, APIs and other services (the “Services”) produced and maintained by ModalSquare LLC (“ModalSquare”) (collectively "Company" or "we", "us", or "our") The Websites, Apps and Services shall be collectively referred to as the “Platform” within this terms.
Any breach of this agreement by an individual purchasing or utilizing services by ModalSquare LLC may result in the services of the individual being suspended or terminated with or without notice.
Incorporations
by reference:
Although
this Agreement represents the primary terms and conditions of
ModalSquare services, additional guidelines and rules are hereby
incorporated by reference:
Privacy
Policy:
https://www.ModalSquare/privacy
Any questions clarification, or challenge of the terms set forth in this agreement may be submitted in writing via email to support@ModalSquare.com .
1.1. "Customer", "you", "your", et al. shall refer to any individual seeking to purchase or utilize any service provided by ModalSquare LLC(and its trademarks). This also includes any agent of the aforementioned party.
1.2. "ModalSquare", "we", "us", "our", et al. shall refer to the provider ModalSquare LLC.
1.3. "Employee" shall refer to an agent of ModalSquare authorized to act on the behalf of ModalSquare.
1.4. "Services" shall collectively refer to any service and the billing associated with it that ModalSquare agrees to provide the Customer based on the selections made by the Customer during signup or as requested in writing and approved by an Employee.
1.5. "Servers" shall collectively refer to any hardware provided by ModalSquare that a Customer utilizes.
1.6. "Sites" shall collectively refer to any website maintained by a Customer provided by ModalSquare.
1.7. "Account" shall refer to the established billing information and its related Services that are representative of the Customer that contracted Services from ModalSquare.
1.8. "In writing" and "written consent" shall refer to communication and/or permission established over email between the Customer and support@ModalSquare.com .
2.1. ModalSquare strives to provide efficient, polite and professional customer service to our customers. For the safety, wellbeing, and protection of our staff and their families we have a zero tolerance policy in regards to abuse of our staff. At no time may a customer, threaten, intimidate, abuse, shout at, swear at, insult, attempt to manipulate, or otherwise disrespect our staff during any form of business communication including but not limited to, in person, live chat, support ticket, forum, email, or phone call. Violations of this aspect of our terms of service are taken very seriously and are subject to account termination without warning. If such a termination exists, no refunds will be due nor will any backups of any content be provided.
2.2. ModalSquare agrees to provide any and all services requested by the Customer during signup as put forth by the package selected by the Customer. ModalSquare will not be expected to provide any other services unless agreed to in writing between the Customer and an Employee. All Services that ModalSquare provides shall be bound by the terms of this agreement.
2.3. Any change to a Service made by ModalSquare on behalf of the request of a Customer that is not part of a standard package or Service will be considered to be temporary in nature. These changes are made on a case-by-case basis, and may not be preserved when other changes are made to the Services. ModalSquare will not be held responsible for any downtime or issues related with this section.
2.3.1. Any aforementioned change may be removed at any time with or without notice if it is found to have a negative effect on the Services.
3.1. Each Customer that contracts service with ModalSquare will be setup with an account that consists of accurate contact and billing information as verified by the Customer. Failure to provide truthful information may result in the suspension or termination of the Account.
3.2. Information provided to ModalSquare by the Customer may be shared with third party services to determine a fraud risk score, to bill the credit card on file, or to contract service on behalf of a customer, as is the case with "domain registration". ModalSquare will never share customer information with any third party under any circumstance outside of this requirement.
3.3. New Accounts are established under the following conditions:
3.3.1. Full payment has been received as per the invoice generated at signup.
3.3.2. The order has been successfully screened for fraud by both a third party and an Employee, and is determined not to be fraud by both a third party and an Employee.
3.3.3. The Employee reviewing the signup accepts the order.
3.4. ModalSquare retains the right to reject any order at any time for any reason with or without notice. In the event that an order is not accepted for any reason, the Account will be terminated, and any payments received will be refunded. The Customer may request the reason for cancellation in writing.
3.5. All Services are billed on a recurring basis according to the package chosen at signup, or as determined by a Customer and Employee in writing after an Account has already been established, as in the case of an "upgrade". Payment is automatically attempted via the credit card on file on the anniversary date of the Service.
3.5.1. Automatic billing cannot be stopped unless the Services are terminated as outlined in Section 3.12.
3.5.2. All Services are billed up-front according to the billing term selected.
3.6. All Accounts with ModalSquare must have valid contact information on file that is kept up-to-date at all times as verified by the Customer. This includes, but is not be limited to, name, physical address, phone number, and email address.
3.6.1. The email address on file must not be one provided by ModalSquare.
3.6.2. ModalSquare cannot be held liable for any reason in the event that we cannot get in contact with the Customer due to inaccurate contact information.
3.6.3. ModalSquare cannot be held liable for any reason in the event that a Customer is unable to access their account or initiate a password reset due to the email address on file being inaccessible or disabled
3.7. A valid credit card must always be on the Account established with ModalSquare as verified by the Customer. Other forms of payment are not normally accepted unless agreed to in writing with an Employee. In the event that there is no valid payment option established with an Account, the Account may be suspended until a valid payment agreement is established.
3.7.1. Customers who establish a form of payment that is not normally accepted by ModalSquare are responsible for tracking the renewal date of the Service and submitting payment before the renewal date is reached. ModalSquare is not liable if an Account is suspended due to lapse in payment.
3.7.2. ModalSquare is not required to send an invoice before payment is due.
3.8. All communication regarding the Account initiated by ModalSquare with a Customer shall take place via email. ModalSquare assumes the email address provided on the Account is accurate and up-to-date, and will make no additional effort to contact you.
3.8.1. Customers reserve the right to be notified of any action taken on their account in accordance with this clause unless otherwise noted in these terms.
3.9. In the event a Customer owes money to ModalSquare for any reason, any Services the Customer has with ModalSquare may be suspended to attempt to collect payment, with or without notice.
3.10. Billing for all Services a Customer maintains with ModalSquare remains active while an Account or Service is suspended. Any payment that comes due during the time an Account or Service is expected in full, and must be paid prior to Service being reinstated.
3.11. Bank disputes (i.e. "chargebacks") are grounds for immediate termination of an Account without notice from ModalSquare. In the event that a bank dispute is received from a Customer, the Account will be suspended and/or terminated. If a Customer wishes to reinstate an Account affected by a bank dispute, they will be responsible for the whole amount disputed, plus any additional fees directly associated with the bank dispute.
3.12. If a Customer wishes to terminate Services or an Account provided by ModalSquare, it must be requested in writing via email to support@ModalSquare.com , or by logging into the billing system and requesting cancellation. Cancellation requests via email must be verified with the account support pin before they can be considered complete.
3.12.1. The Customer will be entitled to at least 50% of the remaining balance on the account as of the day cancelled in the case of pre-paid Services, unless otherwise determined by an Employee.
3.12.2. Setup fees, domain name registration/transfer fees, add-on Service fees, and one-time service charges are not eligible for refunds.
3.13. In the event that an Account or Service is terminated at the discretion of an Employee for any reason, no refund will be due, nor will a backup of any data stored on the Servers be provided unless otherwise determined by an Employee.
3.14. Unless otherwise noted, any and all promotions are reserved for first-time account holders, and will not be honored for existing Accounts unless approved by a ModalSquare manager.
4.1. Services provided by ModalSquare are not to be used for the transmission, storage, or presentation of any information, data or material that is in violation of any United States federal and/or local laws. Failure to comply with this section will result in immediate termination and/or suspension of the Account.
4.1.1 All accounts and sub-accounts must have an associated hostname with DNS records that point to the account. Any account not associated with a valid hostname may be subject to immediate termination.
4.2. Any attempt to exploit a Service in any way is grounds for immediate termination of the Account.
4.3. The Customer is wholly responsible for any action taken on their Account in any way. The Customer is monetarily responsible for any action that is taken on their Account, regardless of if the Customer or a third party took the action.
4.3.1. In the case where a Customer believes their Account was compromised by a third party, it is the Customer’s responsibility to alert ModalSquare in writing to this fact as soon as possible. The Customer may be held liable for any service charges accumulated by any action taken by the third party.
4.4. ModalSquare considers certain material to be unacceptable. If unacceptable material is found on a Site, or is linked to by a Site, the Account will be suspended and/or terminated as determined by an Employee. Examples of unacceptable material include, but are not limited to:
4.4.1. Pornographic or adult material
4.4.2. Fraudulent activities of any kind
4.4.3. IRC and IRC related tools
4.4.4. Copyrighted material without explicit consent to use and/or distribute
4.4.5. Network/computer scanning or attack software
4.4.6. Exploits
4.4.7. Software licenses, license generation software, software "cracks"
4.4.8. Site mirroring
4.4.9. Upload services of any kind
4.4.10. Spiders of any kind
4.4.11. Computer viruses/malicious software of any kind
4.4.12. Proxy scripts or services
4.4.13. Ponzi or pyramid schemes
4.4.14. Pharmacy or pharmacy-like services
4.4.15. Racist, hateful, or harassing content
4.4.16. Hacking related information or services
4.4.17. SPAM of any kind
4.5. Backups are not to be stored on the Servers, whether the backup contains files from other systems, or files from content hosted on the Service. Any backup created of content on the Servers with the intention of being copied to a new medium off of the Services must be removed from the Servers within one week of the creation of the file. Any backups discovered that are in violation of this section will be removed by an Employee without notice.
4.5.1 Any data stored in the "Trash" folder is considered to be deleted and may be removed from the server at any time without notice.
4.6. Any unattended process or command is prohibited from being run on the Services at any time. Any process or command that listens on a network port or opens a file socket is prohibited from being run on the Services at any time. Any daemon is prohibited from being run on the Services at any time. Processes or commands found to be violating this section will be terminated immediately without notice. Further action is at the discretion of an Employee.
4.6.1. Scheduled jobs (i.e. "cronjob", "crontab") may be run no more frequently than once every 10 minutes. Scheduled jobs may not take longer than five minutes to complete their task. Any scheduled jobs violating this section will be terminated, and disabled.
4.7. No action taken on the Services should result in a connection to a network outside of the Services unless express written consent has been obtained both from ModalSquare and the network the Customer wishes to connect to. Accounts in violation of this section may be suspended.
4.8. Any effort to link to, or provide material that is not owned by the Customer will result in immediate suspension of the Account.
4.8.1. Any data and/or multimedia that is not explicitly owned by the Customer, and for which the customer does not have explicit written permission from the owner of the data and/or multimedia is prohibited on the Service. Examples include, but are not limited to the hosting of music or videos whether for personal or public use. Violation of this section may result in the material being removed with or without notice and/or the suspension of the Account at the discretion of an Employee.
4.9. Services are not to be used for the sole purpose of load balancing. Services may not be used to provide storage for data that is not used directly on the Site. This includes, but is not limited to, utilizing the Services solely for the purpose of hosting images, videos, music, large downloads, SQL databases, or streams. Any Account violating this section will be suspended and may be terminated at the discretion of an Employee.
4.10. Multimedia streaming is not permitted on the Services without first receiving written consent from an Employee.
4.11. Services are not to be used to monitor, gather information about, or administrate other servers or sites of any kind.
4.12. Sites must remain within the limits specified by the package the Customer selected regardless of whether or not they are strictly enforced. Violating this section is considered exploitation as per Section 4.2 and will result in suspension, and possibly termination, of the Account.
5.1. ModalSquare has the explicit right to determine what email may leave or enter our network. Email may be filtered or deleted without notice as determined by an Employee. If an Account is found to be sending email that an Employee deems unfit to leave our network, the Account will be suspended.
5.2. Customers are prohibited from using the Services to send SPAM. The recipients of any email sent from the ModalSquare network must first consent to receiving email from the sending Account. Any violation of this section will result in immediate suspension and/or termination of the Account.
5.2.1. Any email sent to a purchased list, or a list consisting of email address not gathered with consent to send email directly to any of the email addresses on the list is considered in violation of this section.
5.2.2. ModalSquare has the final say in determining if an email message is SPAM.
5.3. A Customer shall not use the Services solely for email hosting. Any Account found to be used solely for email hosting will be warned in writing, and granted a 10-day grace period to seek new accommodations. If the Account is not relocated after the grace period has expired, the Account will be suspended.
5.4. Any email stored in the "Trash" folder is considered to be deleted and may be removed from the server at any time without notice.
5.5. "Postmaster" mailboxes shall not be used to store email. Any email within a "postmaster" mailbox may be removed from the server at any time without notice.
5.6. Customers are prohibited from sending more than 500 emails in any 60-minute period. Violation of this section will result in the Account being suspended.
6.1. The limits in this section will be known as soft limits. These limits are not actively enforced, however, if an Account is found to be unequally sharing Server resources, harming the well being of a Server, or adversely affecting Server performance, these limits may be imposed on the Account.
6.2. Customers who elect to use a shared Service are expected to use the Service in a manner that is fair to other Accounts that are sharing the Service. Accounts found to be monopolizing the resources of a Service in any way that is detrimental to other Accounts on the Service may be asked to move to a dedicated Service.
6.2.1. ModalSquare has the final say of what Accounts are in violation of Section 6.
6.2.2. In non-emergency situations, a grace period of three days to discuss options with ModalSquare will be provided to Customers. In situations where a Service cannot continue to run while an Account is active, the Account may be suspended without a grace period.
6.3. Files over 2,097,152 kilobytes in size are not permitted on the Service. If files are discovered over the aforementioned size, a warning will be issued to the Customer, and a grace period of three days will be observed. If the files have not been removed within the grace period, an Employee will remove them without warning.
6.3.1. This section does not apply to backups waiting to be copied to a new medium as outlined in Section 4.5.
6.4. Accounts on the Services are not permitted to utilize more than 100,000 inodes at any given time. One inode is allocated for each file, directory, or symlink on the Service. Accounts in violation of this section will be warned, and a grace period of three days will be observed. If the issue is not rectified after the grace period expires, the Account will be suspended.
6.5. Bandwidth is monitored, regardless of the promise of unlimited bandwidth included with certain Services. Accounts using large amounts of bandwidth will be audited to ensure the bandwidth is being used according to the terms of this agreement.
6.5.1. Accounts using more than 15% of the total bandwidth of a Server will be considered in violation of Section 6.2.
6.6. Any Account determined to be using more than 10% of the total CPU time and/or RAM of a Server will be considered in violation of Section 6.2.
6.7. Any Account determined to be using more than 15% of the total disk space of a Server may be considered to be in violation of Section 6.2, regardless of if the Customer is within the bounds of their quota.
6.8. Accounts responsible for utilizing more than 10% of the total number of active connections on any Server may be considered to be in violation of Section 6.2.
6.9. Email that is over 5 megabytes in size may not be stored on the server. Email that is over said size must be downloaded and removed within a reasonable amount of time after having been delivered. An Employee may remove the email after a reasonable amount of time has passed.
6.10. Email stored in the "Sent" folder may not contain attachments. Any email in violation of this section will be removed without notice.
6.11. Connections to our POP and SMTP servers are limited to five active connections per IP at any given time. You are not permitted to connect to the POP service more frequently than once every five minutes. Any violation of the aforementioned may be in breach of Section 6.2.
6.12. Connections to our IMAP server are limited to one active connection per monitored mailbox per user at any given time. Any violation of the aforementioned may be in break of Section 6.2.
6.13. "Catch-all" mailbox accounts that account for more than 15% of the total mail delivery for a particular Account may be disabled without notice. "Catch-all" mailbox accounts that account for more than 10% of the total mail storage utilized by an Account may be disabled without notice.
6.14. Shared and reseller accounts may not run any database queries longer than fifteen (15) seconds. Shared or reseller accounts using more than five thousand (5,000) database tables or hosting a single database that is larger than five (5) gigabytes, or any number of databases that total more than ten (10) gigabytes in size may be reviewed and receive a warning. All database tables should be indexed appropriately. Exceeding the usage limits, as set forth in section 6.14 of the Terms of Service, may result in the Subscriber's account being flagged for review and/or suspension.
6.15. All shared/reseller hosting accounts are permitted 10GB total storage for the hosting of emails. Customers will be provided with 72 hours notice to clean up accounts in violation or be subject to suspension.
7.1. ModalSquare promises a 99.5% uptime guarantee based on the availability of the Services your Account directly utilizes over a period of 3 months.
7.2. Uptime will be judged solely by monitoring services that ModalSquare directly contracts or utilizes.
7.2.1. Statistics from third-party monitoring services will not be honored for this guarantee.
7.3. Credits are not automatically applied. If a Customer wishes to challenge the guarantee, a written request must be submitted, and an Employee will investigate the claim.
7.3.1. Should a Customer successfully challenge this guarantee, a credit equal to one month of service for the affected Account(s) will be applied. A Customer is allowed one credit per quarter per Service.
7.4. Customers must pro-actively seek a solution, in writing, to any downtime they experience to be eligible for a service credit when challenging this guarantee.
7.4.1. If it is found that the Customer had not contacted us prior to challenging the guarantee, no service credit will be due.
7.5. Customers must challenge the guarantee within one month of a suspected violation. Customers who attempt to challenge the guarantee outside of this time will be due no service credit.
8.1. Service credits may only be approved by a ModalSquare manager, and must be requested and granted in writing. A manager may revoke any credit received outside of these requirements without notice.
8.2. Service credits will be granted as a credit to the balance of an Account held with ModalSquare or as an extension of the renewal date of a Service. Service credits can never be exchanged for a direct refund.
8.3. In the event an Account is terminated or cancelled for any reason, all service credits not yet utilized on the Account are considered null and void, and cannot be refunded.
8.4. Any request for a service credit must be submitted, in writing, within one month of the incident cited as the reason for credit due.
8.5. This document will be used when determining eligibility for a credit. ModalSquare is never obligated to provide a service credit, unless otherwise noted in these terms.
9.1. The Internet, and ModalSquare network, are considered publically accessible and should be treated as such. ModalSquare will not be held liable for any unauthorized access to your data. Any data that is deemed confidential, classified, personal, private, et al. shall not be hosted on the Services.
9.2. ModalSquare is not responsible for maintaining backups of any data stored on the Services.
9.3. ModalSquare is not liable or monetarily responsible for any data loss or corruption under any circumstances.
9.3.1. This includes, but is not limited to, Sites that are compromised, modified, or changed by a Customer or third party, with or without the consent of the Customer, in any way.
9.4. ModalSquare is not liable or monetarily responsible for any damages incurred due to any service outages under any circumstances.
10.1. By utilizing our Services, the Customer consents to having their Account monitored for activity that may breach this agreement. Information gathered during monitoring will not be used in any way other than ensuring the terms set forth in this agreement are upheld.
10.2. It is the responsibility of ModalSquare to comply with any requests set forth by law enforcement officials and courts within the bounds of United States federal and local laws. Any actions on your Account mandated by the order of a law enforcement official or court will be taken without notice to the Customer, unless otherwise instructed by the aforementioned parties.
10.3. It is the responsibility of ModalSquare to comply with properly formatted DMCA complaints as set forth by The Digital Millennium Copyright Act of 1998. In the event we receive a DMCA complaint for an Account, the Account will be suspended or partially suspended while we work with the Customer to resolve the complaint. More information about The Digital Millennium Copyright Act can be found at: http://www.copyright.gov/legislation/dmca.pdf
11.1. The Customer agrees that it shall defend, indemnify, save and hold ModalSquare harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney's fees asserted against ModalSquare, its agents, its customers, and Employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by Customer, its agents, employees or assigns.
11.2. Customer agrees to defend, indemnify and hold harmless ModalSquare against liabilities arising out of:
11.2.1. Any injury to person or property caused by any products sold or otherwise distributed in connection with ModalSquare
11.2.2. Any material supplied by customer infringing or allegedly infringing on the proprietary rights of a third party
11.2.3. Copyright infringement
11.2.4. Any defective products sold to customers from the Services.
12.1. By using any Services, you agree to submit to binding arbitration. If any disputes or claims arise against ModalSquare or its agents or Employees, an arbitrator of ModalSquare's choice will handle such disputes. An arbitrator from the American Arbitration Association will be selected in the state of New York. Arbitrators shall be attorneys or retired judges and shall be selected pursuant to the applicable rules. All decisions rendered by the arbitrator will be binding and final. The arbitrator's award is final and binding on all parties. The Federal Arbitration Act, and not any state arbitration law, governs all arbitration under this Arbitration section. You are also responsible for any and all costs related to such arbitration.
Any and all audio, text, photos, pictures, graphics, comments, and other content, data or information that you upload, store, transmit, submit, exchange or make available to or via the Platform (hereinafter \"Your Content\") is generated, owned and controlled solely by you, and not by ModalSquare. ModalSquare does not claim any ownership rights in Your Content, and you hereby expressly acknowledge and agree that Your Content remains your sole responsibility. Without prejudice to the conditions set forth in Your Use of the Platform you must not upload, store, distribute, send, transmit, display, perform, make available, continue to make available or otherwise communicate to the public any Content to which you do not hold the necessary rights. In particular, any unauthorized use of copyright protected material within Your Content (including by way of reproduction, distribution, modification, adaptation, public display, public performance, preparation of derivative works, making available or otherwise communicating to the public via the Platform), independent of wheteher it is or becomes unauthorized at a later point, may constitute an infringement of third party rights and is strictly prohibited. Any such infringements may result in termination of your access to the Platform as described in the Repeat Infringers section below, and may also result in civil litigation or criminal prosecution by or on behalf of the relevant rightsholder. We may, from time to time, invite or provide you with means to provide feedback regarding the Platform, and in such circumstances, any feedback you provide will be deemed non-confidential and ModalSquare shall have the right, but not the obligation, to use such feedback on an unrestricted basis.
13.2. Grant of license
By uploading or posting Your Content to the Platform, you initiate an
automated process to transcode any audio Content and direct ModalSquare to
store Your Content on our servers, from where you may control and authorize
the use, ways of reproduction, transmission, distribution, public display,
public performance, making available (including whether users will be
permitted to listen to your Content offline) and other communication to the
public of Your Content on the Platform and elsewhere using the Services. To
the extent it is necessary in order for ModalSquare to provide you with any
of the aforementioned hosting services, to undertake any of the tasks set
forth in these Terms of Use, including the distribution of advertising or
other promotional material on our Platform and/or to enable your use of the
Platform, you hereby grant such licenses to ModalSquare on a limited,
worldwide, non-exclusive, royalty-free and fully paid basis.
By uploading Your Content to the Platform, you also grant a limited,
worldwide, non-exclusive, royalty-free, fully paid up, license to other
users of the Platform, and to operators and users of any other websites,
apps and/or platforms to which Your Content has been shared or embedded
using the Services (\"Linked Services\"), to use, copy, listen to offline,
repost, transmit or otherwise distribute, publicly display, publicly
perform, adapt, prepare derivative works of, compile, make available and
otherwise communicate to the public, Your Content utilizing the features of
the Platform from time to time, and within the parameters set by you using
the Services. You can limit and restrict the availability of certain of Your
Content to other users of the Platform, and to users of Linked Services, at
any time using the permissions tab in the track edit section for each sound
you upload, subject to the provisions of the Disclaimer section below.
Notwithstanding the foregoing, nothing in these Terms of Use grants any
rights to any other user of the Platform with respect to any proprietary
name, logo, trademark or service mark uploaded by you as part of Your
Content (for example, your profile picture) (\"Marks\"), other than the
right to reproduce, publicly display, make available and otherwise
communicate to the public those Marks, automatically and without alteration,
as part of the act of reposting sounds with which you have associated those
Marks.
The licenses granted in this section are granted separately with respect to
each item of Your Content that you upload to the Platform. Licenses with
respect to audio Content, and any images or text within your account, will
(subject to the following paragraph of these Terms of Use) terminate
automatically when you remove such Content from your account. Licenses with
respect to comments or other contributions that you make on the Platform
will be perpetual and irrevocable, and will continue notwithstanding any
termination of your account.
Removal of audio Content from your account will automatically result in the
deletion of the relevant files from ModalSquare's systems and servers.
However, notwithstanding the foregoing, you hereby acknowledge and agree
that once Your Content is distributed to a Linked Service, ModalSquare is
not obligated to ensure the deletion of Your Content from any servers or
systems operated by the operators of any Linked Service, or to require that
any user of the Platform or any Linked Service deletes any item of Your
Content. Furthermore, if you authorize any of Your Content to be available
for offline listening, after deletion of an item of Your Content or removal
from the ability for other users to listen to the applicable Content
offline, the applicable Content may still be temporarily available to other
users of the Platform who saved the applicable Content for offline listening
on their devices, but no longer than 30 days from the time of deletion.
Any Content other than Your Content is the property of the relevant
Uploader, and is or may be subject to copyright, trademark rights or other
intellectual property or proprietary rights. Such Content may not be
downloaded, reproduced, distributed, transmitted, re-uploaded, republished,
displayed, sold, licensed, made available or otherwise communicated to the
public or exploited for any purposes except via the features of the Platform
from time to time and within the parameters set by the Uploader on the
Platform or with the express written consent of the Uploader. Where you
repost another user's Content, or include another user's Content in a
playlist or station or where you listen to another user's Content offline,
you acquire no ownership rights whatsoever in that Content. Subject to the
rights expressly granted in this section, all rights in Content are reserved
to the relevant Uploader.
13.3. Representations and
warranties
You hereby represent and warrant to ModalSquare as
follows: (i) Your Content, and each and every part
thereof, is an original work by you, or you have
obtained all rights, licenses, consents and permissions
necessary in order to use at any and all times during
any applicable use, and (if and where relevant) to
authorize ModalSquare to use, Your Content pursuant to
these Terms of Use, including, without limitation, the
right to upload, reproduce, store, transmit, distribute,
share, publicly display, publicly perform, make
available (including for listening offline) and
otherwise communicate to the public Your Content, and
each and every part thereof, on, through or via the
Platform, any and all Services and any Linked Services.
(ii) Your Content and the availability thereof on the
Platform does not and will not infringe or violate the
rights of any third party, including, without
limitation, any intellectual property rights,
performers’ rights, rights of privacy or publicity, or
rights in confidential information.
(iii) You have obtained any and all necessary consents,
permissions and/or releases from any and all persons
appearing in Your Content in order to include their
name, voice, performance or likeness in Your Content and
to publish the same on the Platform and via any Linked
Services.
(iv) Your Content, including any comments that you may
post on the Website, is not and will not be unlawful,
abusive, libellous, defamatory, pornographic or obscene,
and will not promote or incite violence, terrorism,
illegal acts, or hatred on the grounds of race,
ethnicity, cultural identity, religious belief,
disability, gender, identity or sexual orientation.
(v) Your Content does not and will not create any
liability on the part of ModalSquare, its subsidiaries,
affiliates, successors, and assigns, and their
respective employees, agents, directors, officers and/or
shareholders. ModalSquare reserves the right to remove
Your Content, suspend or terminate your access to the
Platform and/or pursue all legal remedies if we believe
that any of Your Content breaches any of the foregoing
representations or warranties, or otherwise infringes
another person's rights or violates any law, rule or
regulation.
13.4. Liability for
content
You hereby acknowledge and agree
that ModalSquare (i) stores content
and other information at the
direction, request and with the
authorization of its users, (ii)
acts merely as a passive conduit
and/or host for the uploading,
storage and distribution of such
content, and (iii) plays no active
role and gives no assistance in the
presentation or use of the content.
You are solely responsible for all
of Your Content that you upload,
post or distribute to, on or through
the Platform, and to the extent
permissible by law, ModalSquare
excludes all liability with respect
to all content (including Your
Content) and the activities of its
users with respect thereto.
You hereby acknowledge and agree
that ModalSquare cannot and does not
review the content created or
uploaded by its users, and neither
ModalSquare nor its subsidiaries,
affiliates, successors, assigns,
employees, agents, directors,
officers and shareholders has any
obligation, and may, but does not
undertake or assume any duty to,
monitor the Platform for content
that is inappropriate, that does or
might infringe any third party
rights, or has otherwise been
uploaded in breach of these Terms of
Use or applicable law.
ModalSquare and its subsidiaries,
affiliates, successors, assigns,
employees, agents, directors,
officers and shareholders hereby
exclude, to the fullest extent
permitted by law, any and all
liability which may arise from any
content uploaded to the Platform by
users, including, but not limited
to, any claims for infringement of
intellectual property rights, rights
of privacy or publicity rights, any
claims relating to publication of
abusive, defamatory, pornographic,
or obscene material, or any claims
relating to the completeness,
accuracy, currency or reliability of
any information provided by users of
the Platform. By using the Platform,
you irrevocably waive the right to
assert any claim with respect to any
of the foregoing against ModalSquare
or any of its subsidiaries,
affiliates, successors, assigns,
employees, agents, directors,
officers or shareholders.
13.5. Reporting
infringements
If you discover
any content on
the Platform
that you believe
infringes your
copyright,
please report
this to us using
any of the
methods outlined
on our Copyright
Information
pages.
If you would
prefer to send
us your own
written
notification,
please make sure
that you include
the following
information: * a
statement
that you
have
identified
Content
on
ModalSquare
that
infringes
your
copyright
or the
copyright
of a
third
party on
whose
behalf
you are
entitled
to act;
* a
description
of the
copyright
work(s)
that you
claim
have
been
infringed;
* a
description
of the
Content
that you
claim is
infringing
and the
ModalSquare
URL(s)
where
such
Content
can be
located;
* your
full
name,
address
and
telephone
number,
a valid
email
address
on which
you can
be
contacted,
and your
ModalSquare
user
name if
you have
one;
* a
statement
by you
that you
have a
good
faith
belief
that the
disputed
use of
the
material
is not
authorized
by the
copyright
owner,
its
agent,
or the
law; and
* a
statement
by you
that the
information
in your
notice
is
accurate
and that
you are
authorized
to act
on
behalf
of the
owner of
the
exclusive
right
that is
allegedly
infringed;
* In
addition,
if you
wish for
your
notice
to be
considered
as a
notice
pursuant
to the
United
States
Digital
Millennium
Copyright
Act 17
U.S.C.
§512(c),
please
also
include
the
following:
* with
respect
to your
statement
that you
are
authorized
to act
on
behalf
of the
owner of
the
exclusive
right
that is
allegedly
infringed,
confirmation
that
such
statement
is made
under
penalty
of
perjury;
and * your
electronic
or
physical
signature
(which
may be a
scanned
copy).
Your
notice
should
be
sent
to
us
by
email
to
copyright@ModalSquare.com.
The
foregoing
process
applies
to
copyright
only.
If
you
discover
any
Content
that
you
believe
to
be
in
violation
of
your
trademark
rights,
please
report
this
to
us
by
email
at
legal@ModalSquare.com.
In
all
other
cases,
if
you
discover
Content
that
infringes
or
violates
any
of
your
other
rights,
which
you
believe
is
defamatory,
pornographic,
obscene,
racist
or
otherwise
liable
to
cause
widespread
offense,
or
which
constitutes
impersonation,
abuse,
spam
or
otherwise
violates
these
Terms
of
Use,
our
Community
Guidelines
or
applicable
law,
please
report
this
to
us
at
legal
[at]
ModalSquare.com.
14.1. ModalSquare
is not liable for any damages or losses
a Customer or the business of
a Customer may suffer. ModalSquare makes
no expressed or implied
warranties of any kind. ModalSquare
disclaims any warranty or
merchantability for any particular
purpose or service. This includes
the terms of set forth by this document.
14.
Disclaimer