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Welcome to Soundscape and we hope you enjoy the magical worlds our team has created for you. Soundscape, Soundscape VR, Soundscapeuniverse.com and related websites, Applications, application and integration (“APP”) are owned and operated by Groove Science Studios, Inc. (“Soundscape,” “we,” or “us”) a Delaware corporation doing business as “Soundscape.” Soundscape provides virtual reality (“VR”) experiences as a service via compatible VR equipment e.g. Oculus and gaming launch pads e.g. Steam to 1) Consumer VR and music enthusiasts and 2) musical artists. Soundscape to consumers provides a consumer’s personal music listening enhanced experience by allowing the consumer to use our virtual reality universe Applications they can explore while listening to their self- provided personal playlist. Soundscape to musical artists provides the artists a VR live music streaming service available to free or ticketed consumer fans. (consumer and artist services are collectively hereafter “Services”). Soundscape owns, operates and controls the rights to all software, copyrights, trademarks, trade-dress and patents associated to Applications. Soundscape is an equal opportunity employer, employing persons without considering race, sex, religion, nationality, age or disability. Our Contact information is:
Groove Science Studios, Inc.
651 N. Broad St.
Suite 205
Middletown, DE 19709
Or Legal to:
Address (719) 428-1370
SoundscapeVR@gmail.com
Definitions:
Soundscape: Groove Science Studios, Inc. and all of its Applications.
Application (“APP”): collectively the VR visual experience via Soundscapeuniverse.com and related websites, applications, Applications, intellectual property and integration Services.
VR: Virtual Reality
Services: 1) Consumer VR and music enthusiasts and 2) musical artists.
Portals: Gaming launch pads utilize to host Soundscape’s Applications and other third-party games.
Terms and Conditions of Use
Soundscape
Last Updated: January 14, 2021
These Terms of Use govern your access and use of the Application and Services provided by Soundscape, and any of its subsidiaries, affiliates, brands and entities that it controls, including all Applications and Services and other affiliated sites and Portals. Soundscape and its Applications and Services are a platform for experiencing, creating, and sharing social musical VR experiences. Users can create, share, and interact with virtual worlds in their chosen avatar and socialize with other consumers via their chosen avatars. Soundscape is free to play for personal use only, on a PC that you own. The free license does not allow this program to be operated in a commercial or public setting, or for the purpose of producing content for commercial or promotional use, including posting to social media without the express permission of the audio copyright owners. Soundscape will pursue legal action against anyone found operating Soundscape/Applications without proper licensing during regular audits of our usage data logs. Please reach out to the developers at SoundscapeVR@gmail.com for any inquiries regarding commercial licensing.
Each time you access and use the Applications and Services, you signify that you have read and understand, and agree to be bound by, these Terms. You represent and warrant that you meet the minimum age requirement to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Applications and Services and have gotten your parent or guardian to agree to these Terms on your behalf). If you do not agree to these terms, you are not permitted to use our Services. These Terms have the same force and effect as an agreement in writing.
Important Notices:
Soundscape may record your VR experience and may use such recording in advertisements, demonstrations or general social media posts without seeking any additional permission or license from you.
To use the software in public settings (VR arcade, cafe, music festival, etc), a monthly license is required for each PC the Applications and Services are installed on at your place of operation.
Disputes must be arbitrated pursuant to the arbitration provision contained herein and you should consider the limitations on liability contained hereto.
Your computer will be subject to allowing Cookies so as to better your experience and to allow Soundscape to better serve you.
Soundscape suggests Printing a copy of these Terms for future reference.
1. Condition for Use: IF YOU DO NOT AGREE TO COMPLY WITH THIS AGREEMENT, PLEASE DO NOT USE THIS SITE. Before using Applications and Services you agree to the following:
a. You must be at least 13 years of age to use the Service. If you are at least 13 but are under the age of 18, you may only use the Service with your parent's or guardian's consent and your parent or guardian must provide consent after having read these Terms. In such a case you represent and warrant and covenant that both you and your parent or guardian have read and consent to these Terms (including all the conditions, limitations, disclaimers, and waivers provided herein. If you are a parent or guardian consenting to these Terms on behalf of a child between the ages of 13 and 18, you additionally agree to guarantee and be fully responsible for that person’s performance hereunder, including all financial obligations or liability he or she may incur, and all disclaimers and waivers of applicable legal protections provided herein, and you agree to take all actions (including executing such additional documents or agreements) necessary to effect and perfect the foregoing.
i. In all other cases, you represent that you are 18 years or older and fully competent to accept these Terms, and you hereby agree and acknowledge that you have read, understood, and agree to be bound by these Terms.
b. You have not previously been suspended or removed from the Applications and Services; and
c. You must first register and your use of the Applications and Services complies with all applicable laws and regulations.
d. You must create and enter a password for admittance to Applications and Services. You will keep your password confidential and will be responsible for all use of your password and account;
e. You further acknowledge and agree that by using the Applications and Services you are accepting a benefit that you cannot return or disgorge and that we are relying on your representations regarding your ability to accept and perform these Terms, and you therefore waive any right you may have under applicable law to void, rescind, or otherwise avoid these Terms.
f. If you are using the Applications and Services on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to these Terms and you agree to be bound by these Terms on behalf of that organization.
2. As a registered user of the Applications, you agree not to:
a. Systematically retrieve data or other content from the Application to create a database or directory;
b. Make any unauthorized use of the Applications and Services or user data for the purpose of SPAM emails, or creating user accounts by automated means or under false pretenses;
c. Circumvent, disable or otherwise interfere with security protocols of the Application, that prevent or restrict the use or copying of any Services or Application content or cause limitations on Application features;
d. Engage in unauthorized linking to the Application;
e. Infringe anyone’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity, likeness or privacy;
f. Mislead Soundscape and other users to acquire personal data or account information;
g. Submit false reports of abuse or misconduct;
h. Engage in automated use systems, such as using scripts to send comments or messages, or using any data mining, robots or similar data gathering and extraction tools;
i. Interfere or disrupt Applications and Services or functionality;
j. Falsely identify yourself as another user or attempt use the username of another user;
k. Transfer your profile;
l. Harass or abuse another person;
m. Circumvent security protocols designed to prevent or restrict access to the Application, or any portion of the Application;
n. Remove the copyright or other proprietary rights notice from any Applications and Services Content;
o. Transmit content that contains any computer virus, worms, or other potentially damaging computer programs or files including, but not limited to viruses, Trojan horses, malware, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies or similar computer generated action intended to interferes with the Soundscape, Applications and Services or other users;
p. Use, launch, develop or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
3. ASSUMPTION OF RISK: You assume all risks that the Applications and Services, content, user materials, and related information are suitable or accurate for your needs and will be uninterrupted, timely, secure or error-free. Any Applications downloaded or otherwise obtained through the Applications and Services are at your own discretion and risk and you are solely responsible for any damage to your computer or data loss. By participating in multi-player games or visiting Applications and Services messaging, you may be exposed to rude, crude, indecent, or other offensive language or references. You agree that neither Soundscape, nor any of its affiliates or agents, shall not be responsible for any loss or damage of any sort relating to your dealings with any third-party advertiser or content provider in the Applications and Services.
4. SUBSCRIPTIONS OR FEES: We reserve the right at any time to charge fees for access to the Applications and Services or to any specific new feature or content that we may introduce from time to time. In no event will you be charged for access to any Applications and Services unless we obtain your prior agreement to pay such fees. If you do not consent to the payment of such fees, however, you may not have access to paid content or Services. Details regarding the Applications and Services you will receive in exchange for fees, as well as the payment terms and conditions that apply, will be disclosed to you prior to your agreement to pay such fees. You agree to pay such fees if you sign up for any fee-based service. Any such terms and conditions shall be deemed to be a part of (and are hereby incorporated by reference into) these Terms.
5. REGISTRATION/PASSWORDS: We may require each user to have a unique username and password combination in order to use the Applications and Services and may also, from time to time, provide users with additional codes or passwords necessary to access and use certain features or functions of the Applications and Services. Your username and password are personal to you and you may not allow any others to use your username or password under any circumstances.
a. We are not liable for any harm caused or related to the theft or misappropriation of your username or password, disclosure of your username or password, or your authorization of anyone else to use your username or password.
b. You agree to notify us immediately if you become aware of or believe there is or may have been any unauthorized use of your username or password or any other need to deactivate your username or password due to security concerns.
i. PASSWORDS ARE ISSUED ON A PERSONAL BASIS. ACCORDINGLY, ALL CONTENT OR INSTRUCTIONS TRANSMITTED BY OR RECEIVED FROM ANYONE PRESENTING YOUR PASSWORD ON THE APPLICATIONWILL BE DEEMED BINDING ON YOU.
c. You agree that you are solely responsible and liable for all actions taken via your password, whether or not made with your knowledge or authority.
d. You agree to guard your password carefully, with the full awareness that a failure to keep it secure will enable others to engage in transactions through the Applications and Services for which you will be legally responsible.
6. LIMITED NON-COMMERCIAL LICENSE TO USE APPLICATIONS: Soundscape may offer you the ability to use certain Applications and Services, including without limitation, live music streamed events, trivia and other third-party content streamed events, instant messages, bulletin boards, e-mail functions, software and services that allow you to download specific content from the Applications and Services to your computer. Without limiting your obligations and restrictions described above, your limited license to use the Applications and Services are subject to the following conditions:
a. The Applications and Services made available to you are the copyrighted work of Soundscape and/or licensed third-party licensees. The use of the Applications and Services are governed by these Terms or is expressly stated within the Application pages accompanying this Agreement. Only this Agreement shall govern your use of the Applications and Services. You may not download or use any content from the Applications and Services without agreeing to these Terms. Certain content may be owned by third parties and distributed under a third-party license and you agree that Soundscape shall not be responsible for any loss or damage of any sort relating to your dealings with such third-parties.
i. Additionally, third party licensees who utilize Soundscape’s Applications and Services for use in live streamed VR events acknowledge that Soundscape is not liable for unapproved third-party recording and posting of their experience in the live event including licensees’ audio and copyrights.
b. Unless expressly stated otherwise in these Terms, you are granted only a limited license to download and/or use the Application from a single computer for personal and non-commercial purposes.
c. You may not make copies of or distribute our Content or electronically transfer the Content from one computer to another or over a network, nor may you separate any content from an associated Application. You may not decompile, reverse engineer, disassemble or otherwise reduce the Content to human perceivable form. You may not rent, lease or sublicense the Application.
d. You may not create derivative works of the Content and you may not export the Content in violation of any U.S. or foreign law, rule or regulation.
e. All rights in Applications not specifically granted to you in writing by Addicting Games are reserved to Addicting Games.
f. Soundscape may cease support of Content at any time in its sole discretion or terminate your use of or access to any Content or Application.
g. Content you use or download from the Application may contain third party digital rights management systems ("DRMS") which may allow for communication between your software and the third party and utilize security features (e.g., preventing distribution of or access to the applications in the event of unauthorized use). These DRMS are subject to their own license agreements and you agree that Soundscape shall not be responsible for any loss or damage of any sort relating to or resulting from the use of the DRMS or your dealings with such third parties.
h. The Applications may also contain DRMS produced by Soundscape which allow for communication between the Content you use or download and our systems and which collect information describing your computer system in order to prevent illegal or unauthorized use of the Content. More specifically, the DRMS for subscription services and Applications licensed from the Application may transmit the following pieces of information, along with other information, when you either enter a purchase key or sign in with your subscription service user name and password: Operating System, CPU Version Information (including serial number from a serial-number-enabled Pentium series), BIOS Version Information, NetBIOS Computer Name, DOS HD Serial Number, Hard Drive Size / Geometry, S.M.A.R.T. IDE HD Serial Number, Network Card MAC Address, IP Address and Size of Physical Memory.
7. CANCELLATION/DEACTIVIZATION: If you are registered to use the Application, you may deactivate your account on the Application, at any time and for any reason, by logging in to your account and then by clicking on the "My Account" link and then selecting the "Cancel My Account" option.
a. We may terminate your use of and registration on the Application at any time and for any reason, with or without cause, without prior notice to you and without any liability or further obligation of any kind whatsoever to you or any other party. Any purchased tickets or admission to live streamed events must be made 72 hours before live event begins.
8. PRIVACY: By accepting these Terms, you expressly consent to our use of your personal information as explained in our Privacy Policy, which is incorporated herein by reference. This includes all personal information acquired from your Application registration and personal data entered in order to provide the criteria needed for optimal Services. Our current Privacy Policy is available here.
a. Third-Party Links: We may provide links to other Web sites or Internet resources for your convenience only, and such links do not signify or imply our endorsement of such other Web sites or resource or its contents over which we have no control and which we do not monitor.
i. You use those links at your own risk and should apply a reasonable level of caution and discretion in doing so. The appearance, availability, or your use of URLs or hyperlinks referenced or included anywhere on the site or any other form of link or re-direction of your connection to, with or through the Application, does not constitute an endorsement by, nor does it incur any obligation, responsibility or liability on the part of, the Application, Soundscape, or any of its Affiliates, any of their successors and assigns, and any of their respective officers, directors, employees, agents, representatives, licensors, Advertisers, suppliers, and operational service providers.
ii. We do not verify, endorse or have any responsibility for any such third-party sites, their business practices (including their privacy policies), or any goods or services associated with or obtained in connection with any such site, whether the Application’s, Soundscapes, or any of its Affiliates' logo or sponsorship identification is on the third-party site as part of a co-branding or promotional arrangement.
iii. If any third-party site obtains or collects personal information from you, in no event shall we assume or have any responsibility or liability You agree that we shall have no responsibility or liability for any information, software, or materials found at any other web site or internet resource.
b. ADS AND MALWARE: We take great care and pride in creating our Application. We are always on the lookout for technical glitches that effect how the Application works. When we find them on our end, we will fix them. Unfortunately, your home computer may cause some glitches that effect how you see our Application-- and that is beyond our control. If you experience any unusual behavior, content or ads on the Application, it may be the result of Malware on your computer. Malware -- short for MALicious softWARE -- is a term used to broadly classify a form of software which is installed in a computer system with malicious intentions, usually without the owner's knowledge or permission. Malware includes computer viruses, key loggers, malicious active content, rogue programs and dialers, among others. While we continuously work closely with our partners to ensure that everything on the Application is working properly, sometimes Malware programs on your personal computer may interfere with your experience on our Application and on other sites that you visit. Please note that we cannot be responsible for the effects of any third-party software including Malware on your computer system. Please make sure to carefully read the Help or Customer Support areas of any third-party software and/or download site. We suggest that you take some of the following actions which may help to clean your computer and which could prevent future installations of Malware.
i. Update your computer via Windows Update (found in the Tools menu in your Internet Explorer web browser).
ii. Install a SpyWare Removal Tool such as Spybot Search and Destroy or AdAware to clean your computer of Malware.
iii. Install antivirus software, such as Norton anti-virus or McAfee Virus-shield.
iv. Install Microsoft Defender (for Windows computers).
v. If you do discover any Malware on your system, we also suggest you speak with a qualified computer technician.
vi. If, after taking the above actions, you are still experiencing any problems, please feel free to contact us at (soundscapevr@gmail.com)
9. Modifications: We reserve the right, at any time and from time to time, for any reason in our sole discretion, to change these Terms. We will post or display notices of material changes on the Application and notify you upon login about these changes; the form of such notice is at our discretion.
a. Such changes and/or modifications shall become effective immediately upon the posting thereof.
b. Please review the terms of use periodically.
c. Your continued use of the Application following the posting of changes and/or modifications will constitute your acceptance of the revised terms of use.
d. We reserve the right to modify, suspend or discontinue all or any aspect of the Services with or without notice to you. Without limitation to the preceding sentence, we may periodically schedule system downtime for maintenance and other purposes. You also acknowledge that unplanned system outages may occur.
e. The Application is provided over the Internet and so the quality and availability of the Application may be affected by factors outside our reasonable control. Accordingly, we cannot accept any responsibility for any connectivity issues that you may experience when using the Application or for any loss of material, data, transactions or other information caused by system outages, whether planned or unplanned.
f. You agree that we shall not be liable to you or any third-party should Soundscape exercise its right to modify, suspend or discontinue the Services.
10. INTELLECTUAL PROPERTY: All content, including, but not limited to software copyrights, source code, functionality, databases, Site designs (text, graphics, photographs, audio, video), generated letters, trademarks, trade dress, service marks, logos, patents except that which is specifically designated as owned by a third party author or developer are either owned by Soundscape or licensed to us, and are therefore protected by copyright, trademark or patent laws and other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions and international conventions (“Intellectual Property”).
a. No Intellectual Property may be copied or reproduced and distributed, sold, licensed or otherwise exploited for any commercial purposes or personal favor to another without our express prior written permission.
b. You agree that the Services you purchase, copied or download may only be used by you for your personal use.
c. You are granted a limited license to access and use the Application and Services.
d. We reserve all rights not expressly granted to you in the Application, Intellectual Property and Services.
e. You may record and post your experience in Applications, however, you may not include in your posting any corresponding musical content constituting copyrights owned by third parties.
11. Limitations of Liability: Nothing in these Terms shall limit or exclude our liability for: (i) death or personal injury resulting from our negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be excluded or limited under the Laws of any state within the United States of America. We are responsible for loss or damage you suffer that is a foreseeable result of our breaching these Terms or our failing to use reasonable care and skill.
a. However, you understand that to the extent permitted under applicable law, in no event will we or our officers, employees, directors, shareholders, parents, subsidiaries, affiliates, agents, subcontractors or licensors be liable under any theory of liability (whether in contract, tort, statutory, or otherwise) for any unforeseeable, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of revenues, profits, business, business interruption, business opportunity goodwill, use, data or other intangible losses (even if such parties were advised of, knew of or should have known of the possibility of such damages), resulting from your (or anyone using your account’s) use of the Services.
b. We will not be liable for damages which you could have avoided by following our advice, including to apply an update, patch or error correction offered to you free of charge or to have in place the minimum system requirements advised by us.
c. We will not be liable or responsible for any failure to perform, or any delay in the performance of, any of our obligations under these Terms that is caused by any event or circumstances beyond our reasonable control, including any failure of public or private telecommunications networks or any delays or latency due to your physical location or your wireless data service provider’s network.
d. Unless otherwise provided by applicable law, in no event shall our liability to you exceed the amount of fees you paid us (if applicable) for a period of three months prior to the date you submit a claim.
e. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of our liability shall be the minimum permitted under such applicable law.
12. Arbitration Agreement and Legal Consideration: Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Soundscape, and any of its subsidiaries, affiliates, brands and entities that it controls limits the manner in which you can seek relief from us. Both you and Soundscape acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Soundscape’s officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.
a. Arbitration Rules; Applicability of Arbitration Agreement: The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in Denver, Colorado. The arbitration will proceed in the English language, in accordance with the AAA or JAMS arbitration rules and procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of AAA or JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
b. Costs of Arbitration: The Rules will govern payment of all arbitration fees. The parties shall share equally in the costs of the Arbitration and shall be responsible for their own attorneys’ fees. Soundscape will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
c. Equitable Relief and/or Small Claims Court: Either you or Soundscape may assert claims qualifying claims in small claims court in Denver, Colorado or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.
d. Waiver of Jury Trial: YOU AND Soundscape WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY and instead choose to have claims and disputes resolved by arbitration.
e. In any litigation between you and Soundscape over whether to vacate or enforce an arbitration award, YOU AND Soundscape WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
f. Waiver of Class or Consolidated Actions: ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE Consumer OR user CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER claimants. However, should this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Soundscape is entitled to arbitration; instead all claims and disputes will be resolved in a court of law within the appropriate jurisdiction.
g. Opt-out Notice: You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to Soundscape Legal as first identified above, postmarked within thirty (30) days of first accepting these Terms.
i. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.
ii. Notices sent to any other address, or sent by electronic mail or communicated orally, will not be accepted or effective.
h. Exclusive Venue: If you send the opt-out notice identified above in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or Soundscape to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Soundscape agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, Denver, Colorado, or the federal district in which that county falls.
i. All claims are to be governed by the laws of the State of Colorado, United States of America.
i. Severability: If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void and thereafter shall be governed pursuant to subparagraph (g) above.
j. This arbitration agreement will survive the termination of your relationship with Soundscape.
13. MISCELLANEOUS:
a. Entire Agreement: These Terms, together with the Privacy Notice and the terms of any end user license agreement to which you agree when downloading any software that we make available through the Application or Services and any additional terms to which you agree when using particular elements of the Services constitute the entire and exclusive and final statement of the agreement between you and us with respect to the subject matter hereof as identified herein within these Terms, and govern your use of the Application and Services, superseding any prior agreements or negotiations between you and us with respect to the subject matter hereof.
b. Transfer of Rights: You may not transfer your rights or obligations under these Terms to anyone else without our prior written consent.
c. Conflicts: In the event of any conflict between these Terms and terms of a specific service within the network of Application affiliates, these Terms shall govern.
d. Waiver and Severability: Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
i. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you nevertheless agree that the court should endeavor to give effect to the intentions of us and you as reflected in the provision, and that the other provisions of these Terms remain in full force and effect.
ii. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking these Terms, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
iii. For users outside of the United States of America, 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 Application or Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
e. Headings: The section titles in these Terms are for convenience only and have no legal or contractual effect.
f. Survival: These Terms, as well as any other limitations on liability explicitly set forth herein, shall remain in full force and effect notwithstanding any termination of your use of the Services.
g. Our Relationship:
i. Both parties are independent contractors of each other.
ii. No other person shall have any rights to enforce any of the provisions contained in these Terms.
iii. Neither party shall be deemed an employee, agent, partner, joint venture or legal representative of the other for any purpose, and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other, solely as a result of these Terms.
iv. In no event shall you be deemed under these Terms as being one of our employees or entitled to any of our employee benefits.
Groove Science Studios, Inc.
651 N. Broad St.
Suite 205
Middletown, DE 19709
Or Legal to:
Address (719) 428-1370
SoundscapeVR@gmail.com
Definitions:
Soundscape: Groove Science Studios, Inc. and all of its Applications.
Application (“APP”): collectively the VR visual experience via Soundscapeuniverse.com and related websites, applications, Applications, intellectual property and integration Services.
VR: Virtual Reality
Services: 1) Consumer VR and music enthusiasts and 2) musical artists.
Portals: Gaming launch pads utilize to host Soundscape’s Applications and other third-party games.
Terms and Conditions of Use
Soundscape
Last Updated: January 14, 2021
These Terms of Use govern your access and use of the Application and Services provided by Soundscape, and any of its subsidiaries, affiliates, brands and entities that it controls, including all Applications and Services and other affiliated sites and Portals. Soundscape and its Applications and Services are a platform for experiencing, creating, and sharing social musical VR experiences. Users can create, share, and interact with virtual worlds in their chosen avatar and socialize with other consumers via their chosen avatars. Soundscape is free to play for personal use only, on a PC that you own. The free license does not allow this program to be operated in a commercial or public setting, or for the purpose of producing content for commercial or promotional use, including posting to social media without the express permission of the audio copyright owners. Soundscape will pursue legal action against anyone found operating Soundscape/Applications without proper licensing during regular audits of our usage data logs. Please reach out to the developers at SoundscapeVR@gmail.com for any inquiries regarding commercial licensing.
Each time you access and use the Applications and Services, you signify that you have read and understand, and agree to be bound by, these Terms. You represent and warrant that you meet the minimum age requirement to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Applications and Services and have gotten your parent or guardian to agree to these Terms on your behalf). If you do not agree to these terms, you are not permitted to use our Services. These Terms have the same force and effect as an agreement in writing.
Important Notices:
Soundscape may record your VR experience and may use such recording in advertisements, demonstrations or general social media posts without seeking any additional permission or license from you.
To use the software in public settings (VR arcade, cafe, music festival, etc), a monthly license is required for each PC the Applications and Services are installed on at your place of operation.
Disputes must be arbitrated pursuant to the arbitration provision contained herein and you should consider the limitations on liability contained hereto.
Your computer will be subject to allowing Cookies so as to better your experience and to allow Soundscape to better serve you.
Soundscape suggests Printing a copy of these Terms for future reference.
1. Condition for Use: IF YOU DO NOT AGREE TO COMPLY WITH THIS AGREEMENT, PLEASE DO NOT USE THIS SITE. Before using Applications and Services you agree to the following:
a. You must be at least 13 years of age to use the Service. If you are at least 13 but are under the age of 18, you may only use the Service with your parent's or guardian's consent and your parent or guardian must provide consent after having read these Terms. In such a case you represent and warrant and covenant that both you and your parent or guardian have read and consent to these Terms (including all the conditions, limitations, disclaimers, and waivers provided herein. If you are a parent or guardian consenting to these Terms on behalf of a child between the ages of 13 and 18, you additionally agree to guarantee and be fully responsible for that person’s performance hereunder, including all financial obligations or liability he or she may incur, and all disclaimers and waivers of applicable legal protections provided herein, and you agree to take all actions (including executing such additional documents or agreements) necessary to effect and perfect the foregoing.
i. In all other cases, you represent that you are 18 years or older and fully competent to accept these Terms, and you hereby agree and acknowledge that you have read, understood, and agree to be bound by these Terms.
b. You have not previously been suspended or removed from the Applications and Services; and
c. You must first register and your use of the Applications and Services complies with all applicable laws and regulations.
d. You must create and enter a password for admittance to Applications and Services. You will keep your password confidential and will be responsible for all use of your password and account;
e. You further acknowledge and agree that by using the Applications and Services you are accepting a benefit that you cannot return or disgorge and that we are relying on your representations regarding your ability to accept and perform these Terms, and you therefore waive any right you may have under applicable law to void, rescind, or otherwise avoid these Terms.
f. If you are using the Applications and Services on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to these Terms and you agree to be bound by these Terms on behalf of that organization.
2. As a registered user of the Applications, you agree not to:
a. Systematically retrieve data or other content from the Application to create a database or directory;
b. Make any unauthorized use of the Applications and Services or user data for the purpose of SPAM emails, or creating user accounts by automated means or under false pretenses;
c. Circumvent, disable or otherwise interfere with security protocols of the Application, that prevent or restrict the use or copying of any Services or Application content or cause limitations on Application features;
d. Engage in unauthorized linking to the Application;
e. Infringe anyone’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity, likeness or privacy;
f. Mislead Soundscape and other users to acquire personal data or account information;
g. Submit false reports of abuse or misconduct;
h. Engage in automated use systems, such as using scripts to send comments or messages, or using any data mining, robots or similar data gathering and extraction tools;
i. Interfere or disrupt Applications and Services or functionality;
j. Falsely identify yourself as another user or attempt use the username of another user;
k. Transfer your profile;
l. Harass or abuse another person;
m. Circumvent security protocols designed to prevent or restrict access to the Application, or any portion of the Application;
n. Remove the copyright or other proprietary rights notice from any Applications and Services Content;
o. Transmit content that contains any computer virus, worms, or other potentially damaging computer programs or files including, but not limited to viruses, Trojan horses, malware, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies or similar computer generated action intended to interferes with the Soundscape, Applications and Services or other users;
p. Use, launch, develop or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
3. ASSUMPTION OF RISK: You assume all risks that the Applications and Services, content, user materials, and related information are suitable or accurate for your needs and will be uninterrupted, timely, secure or error-free. Any Applications downloaded or otherwise obtained through the Applications and Services are at your own discretion and risk and you are solely responsible for any damage to your computer or data loss. By participating in multi-player games or visiting Applications and Services messaging, you may be exposed to rude, crude, indecent, or other offensive language or references. You agree that neither Soundscape, nor any of its affiliates or agents, shall not be responsible for any loss or damage of any sort relating to your dealings with any third-party advertiser or content provider in the Applications and Services.
4. SUBSCRIPTIONS OR FEES: We reserve the right at any time to charge fees for access to the Applications and Services or to any specific new feature or content that we may introduce from time to time. In no event will you be charged for access to any Applications and Services unless we obtain your prior agreement to pay such fees. If you do not consent to the payment of such fees, however, you may not have access to paid content or Services. Details regarding the Applications and Services you will receive in exchange for fees, as well as the payment terms and conditions that apply, will be disclosed to you prior to your agreement to pay such fees. You agree to pay such fees if you sign up for any fee-based service. Any such terms and conditions shall be deemed to be a part of (and are hereby incorporated by reference into) these Terms.
5. REGISTRATION/PASSWORDS: We may require each user to have a unique username and password combination in order to use the Applications and Services and may also, from time to time, provide users with additional codes or passwords necessary to access and use certain features or functions of the Applications and Services. Your username and password are personal to you and you may not allow any others to use your username or password under any circumstances.
a. We are not liable for any harm caused or related to the theft or misappropriation of your username or password, disclosure of your username or password, or your authorization of anyone else to use your username or password.
b. You agree to notify us immediately if you become aware of or believe there is or may have been any unauthorized use of your username or password or any other need to deactivate your username or password due to security concerns.
i. PASSWORDS ARE ISSUED ON A PERSONAL BASIS. ACCORDINGLY, ALL CONTENT OR INSTRUCTIONS TRANSMITTED BY OR RECEIVED FROM ANYONE PRESENTING YOUR PASSWORD ON THE APPLICATIONWILL BE DEEMED BINDING ON YOU.
c. You agree that you are solely responsible and liable for all actions taken via your password, whether or not made with your knowledge or authority.
d. You agree to guard your password carefully, with the full awareness that a failure to keep it secure will enable others to engage in transactions through the Applications and Services for which you will be legally responsible.
6. LIMITED NON-COMMERCIAL LICENSE TO USE APPLICATIONS: Soundscape may offer you the ability to use certain Applications and Services, including without limitation, live music streamed events, trivia and other third-party content streamed events, instant messages, bulletin boards, e-mail functions, software and services that allow you to download specific content from the Applications and Services to your computer. Without limiting your obligations and restrictions described above, your limited license to use the Applications and Services are subject to the following conditions:
a. The Applications and Services made available to you are the copyrighted work of Soundscape and/or licensed third-party licensees. The use of the Applications and Services are governed by these Terms or is expressly stated within the Application pages accompanying this Agreement. Only this Agreement shall govern your use of the Applications and Services. You may not download or use any content from the Applications and Services without agreeing to these Terms. Certain content may be owned by third parties and distributed under a third-party license and you agree that Soundscape shall not be responsible for any loss or damage of any sort relating to your dealings with such third-parties.
i. Additionally, third party licensees who utilize Soundscape’s Applications and Services for use in live streamed VR events acknowledge that Soundscape is not liable for unapproved third-party recording and posting of their experience in the live event including licensees’ audio and copyrights.
b. Unless expressly stated otherwise in these Terms, you are granted only a limited license to download and/or use the Application from a single computer for personal and non-commercial purposes.
c. You may not make copies of or distribute our Content or electronically transfer the Content from one computer to another or over a network, nor may you separate any content from an associated Application. You may not decompile, reverse engineer, disassemble or otherwise reduce the Content to human perceivable form. You may not rent, lease or sublicense the Application.
d. You may not create derivative works of the Content and you may not export the Content in violation of any U.S. or foreign law, rule or regulation.
e. All rights in Applications not specifically granted to you in writing by Addicting Games are reserved to Addicting Games.
f. Soundscape may cease support of Content at any time in its sole discretion or terminate your use of or access to any Content or Application.
g. Content you use or download from the Application may contain third party digital rights management systems ("DRMS") which may allow for communication between your software and the third party and utilize security features (e.g., preventing distribution of or access to the applications in the event of unauthorized use). These DRMS are subject to their own license agreements and you agree that Soundscape shall not be responsible for any loss or damage of any sort relating to or resulting from the use of the DRMS or your dealings with such third parties.
h. The Applications may also contain DRMS produced by Soundscape which allow for communication between the Content you use or download and our systems and which collect information describing your computer system in order to prevent illegal or unauthorized use of the Content. More specifically, the DRMS for subscription services and Applications licensed from the Application may transmit the following pieces of information, along with other information, when you either enter a purchase key or sign in with your subscription service user name and password: Operating System, CPU Version Information (including serial number from a serial-number-enabled Pentium series), BIOS Version Information, NetBIOS Computer Name, DOS HD Serial Number, Hard Drive Size / Geometry, S.M.A.R.T. IDE HD Serial Number, Network Card MAC Address, IP Address and Size of Physical Memory.
7. CANCELLATION/DEACTIVIZATION: If you are registered to use the Application, you may deactivate your account on the Application, at any time and for any reason, by logging in to your account and then by clicking on the "My Account" link and then selecting the "Cancel My Account" option.
a. We may terminate your use of and registration on the Application at any time and for any reason, with or without cause, without prior notice to you and without any liability or further obligation of any kind whatsoever to you or any other party. Any purchased tickets or admission to live streamed events must be made 72 hours before live event begins.
8. PRIVACY: By accepting these Terms, you expressly consent to our use of your personal information as explained in our Privacy Policy, which is incorporated herein by reference. This includes all personal information acquired from your Application registration and personal data entered in order to provide the criteria needed for optimal Services. Our current Privacy Policy is available here.
a. Third-Party Links: We may provide links to other Web sites or Internet resources for your convenience only, and such links do not signify or imply our endorsement of such other Web sites or resource or its contents over which we have no control and which we do not monitor.
i. You use those links at your own risk and should apply a reasonable level of caution and discretion in doing so. The appearance, availability, or your use of URLs or hyperlinks referenced or included anywhere on the site or any other form of link or re-direction of your connection to, with or through the Application, does not constitute an endorsement by, nor does it incur any obligation, responsibility or liability on the part of, the Application, Soundscape, or any of its Affiliates, any of their successors and assigns, and any of their respective officers, directors, employees, agents, representatives, licensors, Advertisers, suppliers, and operational service providers.
ii. We do not verify, endorse or have any responsibility for any such third-party sites, their business practices (including their privacy policies), or any goods or services associated with or obtained in connection with any such site, whether the Application’s, Soundscapes, or any of its Affiliates' logo or sponsorship identification is on the third-party site as part of a co-branding or promotional arrangement.
iii. If any third-party site obtains or collects personal information from you, in no event shall we assume or have any responsibility or liability You agree that we shall have no responsibility or liability for any information, software, or materials found at any other web site or internet resource.
b. ADS AND MALWARE: We take great care and pride in creating our Application. We are always on the lookout for technical glitches that effect how the Application works. When we find them on our end, we will fix them. Unfortunately, your home computer may cause some glitches that effect how you see our Application-- and that is beyond our control. If you experience any unusual behavior, content or ads on the Application, it may be the result of Malware on your computer. Malware -- short for MALicious softWARE -- is a term used to broadly classify a form of software which is installed in a computer system with malicious intentions, usually without the owner's knowledge or permission. Malware includes computer viruses, key loggers, malicious active content, rogue programs and dialers, among others. While we continuously work closely with our partners to ensure that everything on the Application is working properly, sometimes Malware programs on your personal computer may interfere with your experience on our Application and on other sites that you visit. Please note that we cannot be responsible for the effects of any third-party software including Malware on your computer system. Please make sure to carefully read the Help or Customer Support areas of any third-party software and/or download site. We suggest that you take some of the following actions which may help to clean your computer and which could prevent future installations of Malware.
i. Update your computer via Windows Update (found in the Tools menu in your Internet Explorer web browser).
ii. Install a SpyWare Removal Tool such as Spybot Search and Destroy or AdAware to clean your computer of Malware.
iii. Install antivirus software, such as Norton anti-virus or McAfee Virus-shield.
iv. Install Microsoft Defender (for Windows computers).
v. If you do discover any Malware on your system, we also suggest you speak with a qualified computer technician.
vi. If, after taking the above actions, you are still experiencing any problems, please feel free to contact us at (soundscapevr@gmail.com)
9. Modifications: We reserve the right, at any time and from time to time, for any reason in our sole discretion, to change these Terms. We will post or display notices of material changes on the Application and notify you upon login about these changes; the form of such notice is at our discretion.
a. Such changes and/or modifications shall become effective immediately upon the posting thereof.
b. Please review the terms of use periodically.
c. Your continued use of the Application following the posting of changes and/or modifications will constitute your acceptance of the revised terms of use.
d. We reserve the right to modify, suspend or discontinue all or any aspect of the Services with or without notice to you. Without limitation to the preceding sentence, we may periodically schedule system downtime for maintenance and other purposes. You also acknowledge that unplanned system outages may occur.
e. The Application is provided over the Internet and so the quality and availability of the Application may be affected by factors outside our reasonable control. Accordingly, we cannot accept any responsibility for any connectivity issues that you may experience when using the Application or for any loss of material, data, transactions or other information caused by system outages, whether planned or unplanned.
f. You agree that we shall not be liable to you or any third-party should Soundscape exercise its right to modify, suspend or discontinue the Services.
10. INTELLECTUAL PROPERTY: All content, including, but not limited to software copyrights, source code, functionality, databases, Site designs (text, graphics, photographs, audio, video), generated letters, trademarks, trade dress, service marks, logos, patents except that which is specifically designated as owned by a third party author or developer are either owned by Soundscape or licensed to us, and are therefore protected by copyright, trademark or patent laws and other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions and international conventions (“Intellectual Property”).
a. No Intellectual Property may be copied or reproduced and distributed, sold, licensed or otherwise exploited for any commercial purposes or personal favor to another without our express prior written permission.
b. You agree that the Services you purchase, copied or download may only be used by you for your personal use.
c. You are granted a limited license to access and use the Application and Services.
d. We reserve all rights not expressly granted to you in the Application, Intellectual Property and Services.
e. You may record and post your experience in Applications, however, you may not include in your posting any corresponding musical content constituting copyrights owned by third parties.
11. Limitations of Liability: Nothing in these Terms shall limit or exclude our liability for: (i) death or personal injury resulting from our negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be excluded or limited under the Laws of any state within the United States of America. We are responsible for loss or damage you suffer that is a foreseeable result of our breaching these Terms or our failing to use reasonable care and skill.
a. However, you understand that to the extent permitted under applicable law, in no event will we or our officers, employees, directors, shareholders, parents, subsidiaries, affiliates, agents, subcontractors or licensors be liable under any theory of liability (whether in contract, tort, statutory, or otherwise) for any unforeseeable, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of revenues, profits, business, business interruption, business opportunity goodwill, use, data or other intangible losses (even if such parties were advised of, knew of or should have known of the possibility of such damages), resulting from your (or anyone using your account’s) use of the Services.
b. We will not be liable for damages which you could have avoided by following our advice, including to apply an update, patch or error correction offered to you free of charge or to have in place the minimum system requirements advised by us.
c. We will not be liable or responsible for any failure to perform, or any delay in the performance of, any of our obligations under these Terms that is caused by any event or circumstances beyond our reasonable control, including any failure of public or private telecommunications networks or any delays or latency due to your physical location or your wireless data service provider’s network.
d. Unless otherwise provided by applicable law, in no event shall our liability to you exceed the amount of fees you paid us (if applicable) for a period of three months prior to the date you submit a claim.
e. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of our liability shall be the minimum permitted under such applicable law.
12. Arbitration Agreement and Legal Consideration: Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Soundscape, and any of its subsidiaries, affiliates, brands and entities that it controls limits the manner in which you can seek relief from us. Both you and Soundscape acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Soundscape’s officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.
a. Arbitration Rules; Applicability of Arbitration Agreement: The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in Denver, Colorado. The arbitration will proceed in the English language, in accordance with the AAA or JAMS arbitration rules and procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of AAA or JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
b. Costs of Arbitration: The Rules will govern payment of all arbitration fees. The parties shall share equally in the costs of the Arbitration and shall be responsible for their own attorneys’ fees. Soundscape will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
c. Equitable Relief and/or Small Claims Court: Either you or Soundscape may assert claims qualifying claims in small claims court in Denver, Colorado or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.
d. Waiver of Jury Trial: YOU AND Soundscape WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY and instead choose to have claims and disputes resolved by arbitration.
e. In any litigation between you and Soundscape over whether to vacate or enforce an arbitration award, YOU AND Soundscape WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
f. Waiver of Class or Consolidated Actions: ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE Consumer OR user CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER claimants. However, should this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Soundscape is entitled to arbitration; instead all claims and disputes will be resolved in a court of law within the appropriate jurisdiction.
g. Opt-out Notice: You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to Soundscape Legal as first identified above, postmarked within thirty (30) days of first accepting these Terms.
i. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.
ii. Notices sent to any other address, or sent by electronic mail or communicated orally, will not be accepted or effective.
h. Exclusive Venue: If you send the opt-out notice identified above in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or Soundscape to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Soundscape agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, Denver, Colorado, or the federal district in which that county falls.
i. All claims are to be governed by the laws of the State of Colorado, United States of America.
i. Severability: If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void and thereafter shall be governed pursuant to subparagraph (g) above.
j. This arbitration agreement will survive the termination of your relationship with Soundscape.
13. MISCELLANEOUS:
a. Entire Agreement: These Terms, together with the Privacy Notice and the terms of any end user license agreement to which you agree when downloading any software that we make available through the Application or Services and any additional terms to which you agree when using particular elements of the Services constitute the entire and exclusive and final statement of the agreement between you and us with respect to the subject matter hereof as identified herein within these Terms, and govern your use of the Application and Services, superseding any prior agreements or negotiations between you and us with respect to the subject matter hereof.
b. Transfer of Rights: You may not transfer your rights or obligations under these Terms to anyone else without our prior written consent.
c. Conflicts: In the event of any conflict between these Terms and terms of a specific service within the network of Application affiliates, these Terms shall govern.
d. Waiver and Severability: Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
i. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you nevertheless agree that the court should endeavor to give effect to the intentions of us and you as reflected in the provision, and that the other provisions of these Terms remain in full force and effect.
ii. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking these Terms, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
iii. For users outside of the United States of America, 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 Application or Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
e. Headings: The section titles in these Terms are for convenience only and have no legal or contractual effect.
f. Survival: These Terms, as well as any other limitations on liability explicitly set forth herein, shall remain in full force and effect notwithstanding any termination of your use of the Services.
g. Our Relationship:
i. Both parties are independent contractors of each other.
ii. No other person shall have any rights to enforce any of the provisions contained in these Terms.
iii. Neither party shall be deemed an employee, agent, partner, joint venture or legal representative of the other for any purpose, and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other, solely as a result of these Terms.
iv. In no event shall you be deemed under these Terms as being one of our employees or entitled to any of our employee benefits.