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, dba 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, dba and the individuals that purchase or utilize its services. The terms of this agreement set forth the entire agreement between ModalSquare, dba 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, dba (“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, dba 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, dba(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, dba.
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