Welcome to Aftertouch Audio’s (“Aftertouch”, “we”, “us”, or “our”). These Terms & Conditions (“Terms & Conditions”) govern the use of our website, https://aftertouchaudio.com/, (the “Website”) and the services provided through the Website (collectively, the “Services”) to you as a user of the Services (“User” or “you”). User, you and/or Aftertouch are at times referred to as a “party” or the “parties” herein.

By accessing or using the Services, you agree to be bound by these Terms & Conditions. If you do not agree to these Terms & Conditions, you may not use the Services.

1. ELIGIBILITY

2.1.1. You agree not to use the Services to:

2.1.1.1. Violate any applicable local, state, national, or international law or regulation;

2.1.1.2. Infringe upon or violate our intellectual property rights or the intellectual property rights of others; or

3.1. Your Use of the Services.

3.1.1. Unless otherwise expressly authorized by Aftertouch in writing, we authorize you, subject to these Terms & Conditions, to access and use the Services and Materials at our discretion solely for your own personal and non-commercial purposes. Users expressly acknowledge and agree that when granted a license for any purpose related to the Website, Services, and/or Materials, all usages are based on a generally non-exclusive, non-transferable and revocable limited license Aftertouch grants to Users through a purchase, unless otherwise expressly written therein. Such licenses are only valid during the term of use as stated in the License granted by Aftertouch, and as otherwise based on these Terms & Conditions.

3.1.2. For purposes of clarity, Users agree they shall not use any Materials or Services, or other intellectual property, for their own commercial purposes, including, but not limited to, sell, resell, repurpose, make derivatives of, or otherwise use Aftertouch’s Materials or Services for any commercial purposes, at any time before or after usage of the Website unless there is a license in advance and in writing granted to User from Aftertouch purchased. Any violations of either or both of these Sections 3.1.1 and 3.1.2 will be considered material breach of these Terms & Conditions. Any User who unlawfully uses Aftertouch’s Materials, including, but not limited to any of its intellectual property shall be liable to Aftertouch for any and all damages, without limitation. Any commercial, personal, or other use not expressly granted herein or granted by Aftertouch in advance and in writing is expressly prohibited. All rights not expressly granted herein are reserved to Aftertouch.

3.1.3. At no time shall User engage in unfair business practices, whether as an individual or as a Company, including, but not limited to soliciting other Users or any Aftertouch employees, except as otherwise in accordance with applicable laws (“Non-Solicitation”).

3.2.1. Your Use of Sounds. Aftertouch offers Services and Materials that include, but are not limited to, creating music, sounds, and special effects sounds (“Sounds”). Sounds are licensed, not sold, to you generally via a non-exclusive, non-transferable, and revocable license that you can purchase, unless otherwise expressly written therein. Upon your download of a Sound, you may use the Sounds for commercial purposes as it relates directly to the language of the limited license, and as applicable to Sections 3.1.1 & 3.1.2 herein. You agree to use the Sounds in compliance with all applicable laws and regulations and in a manner that does not infringe the intellectual property rights of Aftertouch or any third party.

3.2.2. Buy-Out.

3.2.3. Subscription Based License.

3.2.3.1. License Type:

3.2.3.5. Rights Granted.

3.2.3.5.1. A license granted allows you to:

3.2.3.5.1.1. Install and use the Sounds on one workstation at a time, although you are permitted to make and keep backup copies of the Sounds on other storage devices; and

3.2.3.5.1.2. Distribute and publicly perform reproductions of the Sounds, where these are incorporated in and synchronized with other media productions, which shall mean products that contains at least one additional media element to the Sounds (music, voice, image, etc.), including but not limited to radio and television broadcasts, film, music compositions, websites, podcasts, mobile apps, advertising, multi-media presentations, video games, and similar.

3.2.6. Certain Restrictions.

3.2.6.1. You must use the Services and Materials in compliance with all privacy, data protection, intellectual property, and other applicable laws. In using the Services, you shall not, including, but not limited to:

3.2.6.1.1. interfere with security-related features of the Services, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) modifying, translating, adapting, merging, making derivative works of, disassembling, decompiling, reverse compiling or reverse engineering or otherwise attempting to discover the source code of any portion of the Services except to the extent that the activity is expressly permitted by applicable law;

3.2.6.1.2. interfere with the operation of the Services and Materials or any User’s enjoyment of the Services and Materials, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Services and Materials; (iii) collecting personal information about another User or third party without consent; or (iv) interfering with or disrupting any network, equipment or server connected to or used to provide the Services;

3.2.6.1.3. perform any fraudulent activity including impersonating any person or entity or claiming a false affiliation;

3.2.6.1.4. disclose personal information about another person or harass, abuse, or post objectionable, pornographic, harmful, offensive or obscene material;

3.2.6.1.5. license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit any of your rights in the Services to a third party without our express written consent;

3.2.6.1.6. use the Services or Materials in an illegal way or in violation of any applicable law or that otherwise results in fines, penalties and other liability to us or others;

3.2.6.1.7. violate, or encourage others to violate, any right of a third party (including by infringing or misappropriating any third-party intellectual property right);

3.2.6.1.8. frame or utilize framing techniques to enclose any trademark, logo or other Aftertouch trademark or intellectual property (including images, text, page layout or form);

3.2.6.1.9. use any metatags or other “hidden text” using Aftertouch’s name or trademarks;

3.2.6.1.10. use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);

3.2.6.1.11. except as expressly stated herein, copy, reproduce, distribute, sell, republish, download, display, post or transmit any Aftertouch trademark or intellectual property in any form or by any means;

3.2.6.1.12. sell, distribute or otherwise share any data made available to you or otherwise obtained by you through the Services or Materials;

3.2.6.1.13. remove or destroy any copyright notices or other proprietary markings contained on or in the Services or Materials;

3.2.6.1.14. use the Services or Materials to send unauthorized advertising or spam;

3.2.6.1.15. harvest, collect, or gather User data without the User’s consent;

3.2.6.1.16. use the Services or Materials in such a way that may infringe the privacy, intellectual property rights, or other rights of third parties;

3.2.6.1.17. use the Services or Materials in a manner that is inconsistent with or in violation of these Terms & Conditions; or

3.2.6.1.18. assist or permit any persons in engaging in any of the activities described above.

3.2.6.2. As stated herein, Aftertouch, its suppliers and service providers expressly reserve all rights not granted in these Terms & Conditions. Any unauthorized use of the terms, without limitation, including the Services, Materials or Aftertouch trademarks or intellectual property immediately terminates the licenses granted by Aftertouch pursuant to these Terms & Conditions. You may use the Services and Materials only for the intended purposes and as expressly agreed to in advance and in writing.

3.3. Updates.

3.3.1. You acknowledge and agree that Aftertouch may require you to accept updates to the Services that you have downloaded and installed anywhere, including on your computer, tablet or mobile device. You acknowledge and agree that Aftertouch may update its Terms & Conditions, including any of its terms, including, but not limited to, its Services, Materials, or Sounds with or without notifying you. You may also need to update and agree to any new terms related to Aftertouch and /or third-party software from time to time in order to use the Services or Materials and any third-party software (for example, for certain premium add-ons and plugins you purchase, may purchase in the future, license, or otherwise access through or with the Services).

3.4. User Comments, Feedback, and Other Submissions.

3.4.1. All comments, feedback, suggestions and ideas (collectively, “Comments”) disclosed, submitted or offered to Aftertouch, in connection with your use of the Website and its Services, including the Materials and Sounds, for example, shall be and remain the exclusive property of Aftertouch and may be used by Aftertouch in any medium and for any purpose worldwide without obtaining your specific consent. For example, your Comments could be used on the Website, online media content, or in radio, television and print advertisements. Your first name, the first initial of your last name, and the town and state you live in may be used with any Comments you submit. Aftertouch is under no obligation to maintain your Comments (and the use of your first name and first initial of your last name with any comments) in confidence, to pay to you any compensation for any Comments submitted, or to respond to any of your Comments. You agree you will be solely responsible for the content of any Comments you make on the Website, and Aftertouch may remove any Comment at any time without any notice or reason, within its sole discretion.

11.1. CONSEQUENTIAL DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL AFTERTOUCH BE LIABLE FOR ANY, INCLUDING, BUT NOT LIMITED TO, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR USE OR INABILITY TO USE THE WEBSITE OR ANY RELATED SERVICES OR MATERIALS; (II) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY PERSONAL INFORMATION STORED THEREIN; (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (IV) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF YOUR USE OF ANY MATERIALS OR CONTENT POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE THROUGH THE WEBSITE, SERVICES OR MATERIALS; AND/OR (VI) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

11.2. LIMITATION OF LIABILITY CAP. AFTERTOUCH’S MAXIMUM CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THESE TERMS & CONDITIONS, OR PRIVACY POLICY, FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, WILL NOT EXCEED THE AGGREGATE FEES PAID BY USER TO AFTERTOUCH IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CLAIM. IF USER HAS PAID NO FEES TO AFTERTOUCH IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CLAIM, THEN THE MAXIUM CUMULATIVE LIABILITY SHALL BE LIMITED TO NO MORE THAN A TOTAL OF ONE HUNDRED UNITED STATES DOLLARS ($100.00).

12.1. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 12, THE SERVICES, AND ALL RELATED DELIVERABLES AND SERVICES ARE PROVIDED “AS IS.” AFTERTOUCH MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. AFTERTOUCH EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE AND NON-INFRINGEMENT. AFTERTOUCH DOES NOT WARRANT THAT THE WEBSITE, SERVICES, OR MATERIALS ARE ERROR-FREE OR WILL BE SECURE OR UNINTERRUPTED. AFTERTOUCH WILL NOT BE LIABLE FOR ANY IMPACT TO THE SERVICES CAUSED BY THE HARDWARE, SOFTWARE OR USER’S MACHINES OR EQUIPMENT. FURTHER, AFTERTOUCH SHALL NOT BE LIABLE TO USER OR ANY THIRD-PARTY FOR ANY DAMAGE OR LOSS CAUSED BY COMPUTER VIRUSES, MALWARE OR OTHER HARMFUL SOFTWARE THAT MAY AFFECT THE USER’S HARDWARE, SOFTWARE, OR DATA.

13.1. By User. Subject to the other provisions of this Section 13, you (“Indemnifying Party”) will defend, indemnify and hold Aftertouch (“Indemnitee”) and its officers, directors, consultants, employees, successors and assigns (“Aftertouch Indemnitees”) harmless against any and all losses, damages, liabilities and costs, including, but not limited to, reasonable attorneys’ fees and court costs (“Damages”)  incurred by Indemnitee and/or any of the Aftertouch Indemnitees arising out of or relating to any third-party claim, suit, action or proceeding (“Third-Party Claims”) that: (i) alleges a Users’ breach of any of its representations, warranties or obligations set forth in these Terms & Conditions; (ii) alleges Users’ intentional or unintentional misuse of the Website, Services or Materials and/or (iii) relates to any of the User content, as used by or submitted to, or somewhere how created in conjunction with Aftertouch’s Website, Services or Materials, as otherwise in accordance with these Terms & Conditions.

13.2. Procedure. The Indemnifying Party’s obligations as set forth in this Section 13 are contingent on: (i) the Indemnitee providing the Indemnifying Party with timely written notice of any Third-Party Claims (and any information that may reasonably give rise to any Third-Party Claims), but only if the Indemnifying Party is materially adversely prejudiced by failure to receive such notice; (ii) the Indemnifying Party having the right to defend the any Third-Party Claims at its own expense and with counsel of its choosing; (iii) the Indemnifying Party having the  right, in its sole discretion, to settle the any Third-Party Claims so long as such settlement does not impose any monetary or material non-monetary obligations on the Indemnitee (other than Indemnitee no longer using the Website, Services or Materials, as the case may be), and provided that the Indemnitee will be included in any release language as part of any such settlement; and (iv) the Indemnitee providing (at the Indemnifying Party’s expense) such assistance and information as the Indemnifying Party may reasonably require to investigate, defend, or settle any Third-Party Claims.

14.1. Notification. The DMCA provides recourse for intellectual property owners who believe that material appearing on the Internet infringes their rights under U.S. law. If you believe in good faith that content or materials posted on the Website infringe your intellectual property rights, then you (or your agent) may send us a “Notification of Claimed Infringement” requesting that the content or material be removed, or access to it be blocked. The notice must include the following information:

14.1.1. A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed;

14.1.2. Identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the Services are covered by a single notification, a representative list of such works);

14.1.3. Identification of the specific content or material alleged to be infringing or the subject of infringing activity, and information reasonably sufficient, to allow us to locate the material on the Website;

14.1.4. Your name, address, telephone number and email address (if available);

14.1.5. A statement that you have a good faith belief that use of the content or material in the manner complained of is not authorized by the copyright owner, its agent or the law; and

14.1.6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

14.2. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, then the DMCA permits you to send us a counter-notice.

14.2.1. Designated Agent.

14.2.1.1. Notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details.

14.3. False Notifications of Claimed Infringement.

14.3.1. The Copyright Act provides that “[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, shall be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [our] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.” 17 U.S.C. § 512(f). Accordingly, we reserve the right to seek damages from any party that submits a notification of claimed infringement or counter notification in violation of the law.

14.3.2. Consult your legal advisor and see 17 U.S.C. § 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA. The foregoing is not intended to provide you with legal advice.

15.1. Publicity. Aftertouch may include you on its user lists. Aftertouch may use your name, image and likeness in any way Aftertouch deems fit. Aftertouch may, at its sole discretion, make public announcements or advertisements disclosing you as a Aftertouch user, disclosing you as a user on its user lists or otherwise disclosing your content on Aftertouch’s Website.

15.2. No Waiver. These Terms & Conditions may not be altered, amended or modified in any way except by a writing signed by the party to be charged, or by Aftertouch at any time without notice in its sole discretions and as otherwise pursuant to these Terms & Conditions. The failure of a party to enforce any provision of these Terms & Conditions will not be construed to be a waiver of the right of such party to thereafter enforce that provision or any other provision or right. For purposes of clarity, any waiver must be agreed to in advance and in writing.

15.3. Severability. In the event that any provision in these Terms & Conditions is determined to be invalid, illegal or unenforceable by a court of competent jurisdiction, the rest of these Terms & Conditions will remain in full force and effect.

15.4. Relationship. Aftertouch is an independent contractor, and these Terms & Conditions will not establish any relationship of partnership, joint venture, employment, franchise or agency between Aftertouch and User. Neither party has any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other party, whether express or implied, or to bind the other party in any respect whatsoever. The These Terms & Conditions do not confer any benefits on any third party unless expressly stated therein.