NoteHeads AB Terms of Service
Acceptance of Terms
Welcome to NoteHeads. NoteHeads provides its service to you, subject to the following
Terms of Service ("TOS"), which may be updated by us from time to time without notice
to you. You can review the most current version of the TOS at any time at
<http://www.NoteHeads.com>. In addition, when using particular NoteHeads
services, you and NoteHeads shall be subject to any posted guidelines or rules applicable
to such services which may be posted from time to time. All such guidelines or rules are
hereby incorporated by reference into the TOS.
Description of Service
NoteHeads currently provides users with access to certain on-line resources, described
throughout the web sites, through its networks and by other means (the "Service"). All
new features that augment or enhance the current Service, including the release of new
NoteHeads services, are subject to the TOS.
You understand and agree that the Service is provided "AS-IS" and that NoteHeads
assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any
user communications, user data, user files, or personalization settings.
You agree:
(i) to provide true, accurate, current and complete information about yourself
as requested by the Service's registration form (such information being the "Registration
Data");
(ii) to maintain and promptly update the Registration Data to keep it true,
accurate, current and complete;
(iii) not to reproduce, duplicate, copy, sell, resell or exploit for any commercial
purposes, any portion of the Service, use of the Service, or access to the Service;
(iv) not to upload, post, email, transmit or otherwise make available any
Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory,
vulgar, obscene, libelous, invasive of another's privacy, or otherwise objectionable;
(v) not to forge headers or otherwise manipulate identifiers in order to
disguise the origin of any Content transmitted through the Service;
(vi) not to upload, post, email, transmit or otherwise make available any
Content that you do not have a right to make available under any law or under
contractual or fiduciary relationships;
(v) not to upload, post, email, transmit or otherwise make available any
Content that infringes any patent, trademark, trade secret, copyright or other proprietary
rights ("Rights") of any person or entity;
(vi) not to upload, post, email, transmit or otherwise make available any
unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam,"
"chain letters," "pyramid schemes," or any other form of solicitation;
(vii) not to upload, post, email, transmit or otherwise make available any
material that contains software viruses or any other computer code, files or programs
designed to interrupt, destroy or limit the functionality of any computer software or
hardware or telecommunications equipment;
(viii) not to interfere with or disrupt the Service or servers or networks
connected to the Service, or disobey any requirements, procedures, policies or
regulations of networks connected to the Service;
(ix) not to intentionally or unintentionally violate any applicable local, state,
national or international law, including, but not limited to, regulations promulgated by
the U.S. Copyright Office and any regulations having the force of law;
(x) to comply with all applicable laws regarding the transmission of data,
including without limitation, technical data, exported from the United States or the
country in which you reside.
Any violation of any of the above may result in immediate termination or your access to
the Service or any portion thereof.
NoteHeads Privacy Policy
See <http://www.NoteHeads.com/privacy.html>.
Membership
Several levels of Membership are available. Membership is not required to visit or use
the Service. To activate your Membership, go to <http://www.NoteHeads.com> and
follow the instructions.
NoteHeads will handle all transactions, including, without limitation, the collecting of
member fees and all licensing. NoteHeads will, and you hereby authorize NoteHeads to,
collect the gross revenues we actually receive from any applicable activity, deduct any
and all applicable taxes, such as sales tax, VAT, customs duty and similar taxes, credits
given for failed prints and similar reasons, and any and all other proper deductions, and
pay to you royalties due hereunder. We may change the fee structure with 14 days'
notice given on <http://www.NoteHeads.com> or sent to you by email.
Royalties are reported to you quarterly and will be paid to you within 60 days of the end
of any quarter during which there was an activity. We will send you an accounting
statement and payment of the commission owed, except that if the amount owing is less
than $50, we will hold the Royalties until either (i) the total cumulative Royalties owed
to you at the end of any quarter is greater than $50, or (ii) this agreement terminates, at
which point we will pay you the total Roylaties owed to you. Payments will be made by
check in $U.S. or£UK, or by wire transfer in any currency, at your choice specified to
NoteHeads in writing not less than 30 days prior to the date on which payment is due. If
we do not timely receive such written notice, we will determine the manner and
currency in which payment is made. In the case of wire transfer, any bank charges will
be deducted from the payment. Any currency conversion will be done using our house
exchange rates.
Except as expressly provided in this Section, we will not be obligated to pay any
royalties, fees or other compensation or consideration of any nature to you. In no event
will we be required to report to you, account to you for, or share with you any fees or
other compensation or consideration that we may receive in connection with our
exercise of the rights granted to NoteHeads in this agreement.
Password and Security
You will receive a password and account designation upon completing the Service's
registration process. You are solely responsible for maintaining the confidentiality of the
password and account, and for all activities that occur under your password or account.
You agree to (i) immediately notify NoteHeads of any unauthorized use of your
password or account or any other breach of security, and (ii) ensure that you exit from
your account at the end of each session.
Member Conduct
You understand that all information, data, text, software, music, sound, photographs,
graphics, video, messages or other materials ("Content"), whether publicly posted or
privately transmitted, are the sole responsibility of the person from which such Content
originated. This means that you, and not NoteHeads, are solely responsible for all
Content that you upload, post, email, transmit or otherwise make available via the
Service. NoteHeads does not control the Content posted via the Service and, as such,
does not guarantee the accuracy, integrity or quality of such Content. You understand
that by using the Service, you may be exposed to Content that is offensive, indecent or
objectionable. Under no circumstances will NoteHeads be liable in any way for any
Content, including, but not limited to, for any errors or omissions in any Content, or for
any loss or damage of any kind incurred as a result of the use of any Content posted, e-mailed, transmitted or otherwise made available via the Service.
You acknowledge that NoteHeads does not screen Content, but that NoteHeads and its
designees shall have the right (but not the obligation) in their sole discretion to refuse,
delete, destroy, maintain, or move any Content that is available via the Service. Without
limiting the foregoing, NoteHeads and its designees shall have the right to remove any
Content that violates the TOS or is otherwise objectionable. You agree that you must
evaluate, and bear all risks associated with, the use of any Content, including any
reliance on the accuracy, completeness, or usefulness of such Content. In this regard,
you acknowledge that you may not rely on any Content created by NoteHeads or
submitted to NoteHeads, including without limitation information in NoteHeads
Community, and in all other parts of the Service.
You acknowledge and agree that NoteHeads may preserve Content and may also disclose
Content if required to do so by law or in the good faith belief that such preservation or
disclosure is reasonably necessary to:
(i) comply with legal process;
(ii) enforce the TOS;
(iii) respond to claims that any Content violates the rights of third-parties; or
(iv) protect the rights, property, or personal safety of NoteHeads, its members,
users and the public.
You understand that the technical processing and transmission of the Service, including
your Content, may involve transmissions over various networks and changes to conform
and adapt to technical requirements of connecting networks or devices.
Content Submitted or Made Available for Inclusion on The Service
NoteHeads does not claim ownership of Content you submit or make available for
inclusion on the Service. However, with respect to Content you submit or make
available for inclusion on publicly accessible areas of the Service: (i) you hereby warrant
and represent that you either own, or otherwise have all necessary rights, title and
interest in and to the Content, including without limitation the right to assign or
sublicense the Content; and (ii) you hereby grant NoteHeads, for as long as you elect to
continue to include such Content on the Service, or as long as the Content is otherwise
publicly accessible, world-wide, royalty free and non-exclusive license(s) to use,
distribute, reproduce, modify, adapt, publicly perform and publicly display such Content
on the Service solely for the purposes of providing and/or promoting any Service.
Indemnification
You agree to indemnify and hold NoteHeads, and its subsidiaries, affiliates, officers,
agents, co-branders or other partners, and employees, harmless from any claim or
demand, including reasonable attorneys' fees, made by any person or entity arising out
of Content you submit, post, transmit or make available through the Service, your use of
the Service, your connection to the Service, your violation of the TOS, or your violation
of any rights of another.
General Practices Regarding Use And Storage
You acknowledge that NoteHeads may establish general practices and limits concerning
use of the Service, including without limitation the maximum number of days that email
messages, message board postings or other uploaded Content will be retained by the
Service, the maximum number of e-mail messages that may be sent from or received by
an account on the Service, the maximum size of any e-mail message that may be sent
from or received by Member, the maximum disk space that will be allotted on
NoteHeads' servers on your behalf, and the maximum number of times (and the
maximum duration for which) you may access the Service in a given period of time. You
acknowledge that NoteHeads has no responsibility or liability for the deletion or failure
to store any messages and other communications or other Content maintained or
transmitted by the Service. You further acknowledge that NoteHeads reserves the right,
in its sole discretion, to remove Membership accounts that are inactive for an extended
period of time. You further acknowledge that NoteHeads reserves the right to change
these general practices and limits at any time, in its sole discretion, with or without
notice.
Modifications to Service
NoteHeads reserves the right at any time and from time to time to modify or discontinue,
temporarily or permanently, the Service (or any part thereof) with or without notice.
You agree that NoteHeads shall not be liable to you or to any third party for any
modification, suspension or discontinuance of the Service.
Termination
You agree that NoteHeads, in its sole discretion, may terminate your password,
Member account (or any part thereof) or use of the Service, and remove and discard any
Content within the Service, for any reason, including, without limitation, for lack of use
or if NoteHeads believes that you have violated or acted inconsistently with either the
letter or spirit of the TOS. NoteHeads may also in its sole discretion and at any time
discontinue providing the Service, or any part thereof, with or without notice. You agree
that any termination of your access to the Service under any provision of this TOS may
be effected without prior notice, and acknowledge and agree that NoteHeads may
immediately deactivate or delete your Member account and all related information and
files associated with your Member account and/or refuse to permit any further access to
such files or the Service. Further, you agree that NoteHeads shall not be liable to you or
any third-party for any termination of your access to the Service.
Dealings With Third Parties
Your correspondence or business dealings with, or participation in promotions of, third
parties, such as (without limitation) advertisers, sponsors, other Members, partners or
providers, found on or through the Service, including payment and delivery of related
goods or services, and any other terms, conditions, warranties or representations
associated with such dealings, are solely between you and such advertiser. You
acknowledge that NoteHeads shall not be responsible or liable for any loss or damage of
any sort incurred as the result of any such dealings or as the result of the presence of
such third parties on the Service.
Links
The Service may provide, or third parties may provide, links to other World Wide Web
sites or resources. NoteHeads has no control over such sites or resources, and you
acknowledge and agree that NoteHeads is not responsible for the availability of such
external sites or resources, nor does NoteHeads endorse, nor is NoteHeads responsible or
liable for any Content, advertising, products, or other materials on or available from such
sites or resources. You further acknowledge and agree that NoteHeads shall not be
responsible or liable, directly or indirectly, for any damage or loss caused or alleged to
be caused by or in connection with access to, use of or reliance on any such Content,
goods or services available on or through any such site or resource.
NoteHeads' Proprietary Rights
You acknowledge and agree that the Service and any necessary software used in
connection with the Service ("Software") contain proprietary and confidential
information that is protected by applicable intellectual property and other laws. You
further acknowledge and agree that Content contained in sponsor advertisements or
information presented to you through the Service or advertisers is protected by
copyrights, trademarks, service marks, patents or other proprietary rights and laws.
Except as expressly authorized, in writing, by NoteHeads or its advertisers, you agree not
to modify, rent, lease, loan, sell, distribute or create derivative works based on the
Service or the Software, in whole or in part.
NoteHeads grants you a personal, non-transferable and non-exclusive right and license
to use the object code of its Software on a single computer; provided that you do not
(and do not allow any third party to) copy, modify, create a derivative work of, reverse
engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign,
sublicense, grant a security interest in or otherwise transfer any right in the Software.
You agree not to modify the Software in any manner or form, or to use modified versions
of the Software, including (without limitation) for the purpose of obtaining unauthorized
access to the Service. You agree not to access the Service by any means other than
through the interface that is provided by NoteHeads for use in accessing the Service.
Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS
PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NoteHeads EXPRESSLY
DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT.
NoteHeads MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR
REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR
ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE
SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS,
SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY
YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY
ERRORS IN THE SOFTWARE WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE
USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT
YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER
SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH
MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY
YOU FROM NoteHeads OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY
WARRANTY NOT EXPRESSLY STATED IN THE TOS.
LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT NoteHeads SHALL NOT BE
LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR
EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF
PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF
NoteHeads HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES),
RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE
COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM
ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR
MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE
SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR
TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY
ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
Notice
Notices to you may be made via either email or regular mail. The Service may also
provide notices of changes to the TOS or other matters, in NoteHeads sole discretion, by
displaying notices or links to notices to you generally on the Service.
Trademark Information
The NOTEHEADS and IGOR, trademarks and service marks, and other NoteHeads marks,
logos and product and service names are trademarks of NoteHeads AB (the "NoteHeads
Marks"). Without NoteHeads's prior, written permission, you agree not to display or use
the NoteHeads Marks in any manner whatsoever.
Copyrights and Copyright Agents
If you believe that your work has been copied in a way that constitutes copyright
infringement, please provide NoteHeads's Copyright Agent the following information:
(i) proof of authorization of the person acting on behalf of the owner of the
copyright interest, if applicable;
(ii) a description of the copyrighted work that you claim has been infringed;
(iii) a description, in sufficient detail, of where the material that you claim is
infringing is located on the site;
(iv) your address, telephone number, and email address;
(v) a statement by you that you have a good faith belief that the disputed use
is not authorized by the copyright owner, its agent, or the law; and
(vi) a statement by you, made under penalty of perjury, that the above
information in your Notice is accurate and that you are the copyright owner or
authorized to act on the copyright owner's behalf.
Miscellaneous
The TOS constitutes the entire agreement between you and NoteHeads and governs your
use of the Service, superceding any and all prior agreements between you and
NoteHeads. The TOS and the relationship between you and NoteHeads shall be
governed by the laws of Sweden without regard to its conflict of law provisions or
principals. You and NoteHeads agree to submit to the personal and exclusive jurisdiction
of the courts located within Stockholm, Sweden. The failure of NoteHeads to exercise or
enforce any right or provision of the TOS shall not constitute a waiver of such right or
provision. If any provision of the TOS is found by a court of competent jurisdiction to be
invalid, the parties nevertheless agree that the court shall give effect to the parties'
intentions as reflected in the provision, and the other provisions of the TOS remain in
full force and effect. You agree that regardless of any statute or law to the contrary, any
claim or cause of action arising out of or related to use of the Service, or the TOS,
regardless of the nature of such claim, must be filed within one (1) year after such claim
or cause of action arose or be forever barred.
The headings in the TOS are for convenience only and have no legal or contractual
effect.