End User License Agreement
Welcome to A.L. owned and operated by Orthogonal Art and Science, LLC, dba Newfangled Audio (“NFA”). This “Application” provides our users (“you” or “user”) online tools, and an AI interface that is designed to facilitate the process of making music. These “Terms of Use” protect the legal interests of NFA, you as our users, and our third party vendors.
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY ACCESSING OR USING THIS WEB SITE OR APPLICATION, PURCHASING PRODUCTS OR OUR SUBSCRIPTION SERVICES, OR CLICKING THAT YOU AGREE WHEN PROMPTED BY NFA, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU SHOULD NOT INSTALL OR USE THIS SOFTWARE AND YOU ARE NOT AUTHORIZED TO ACCESS OR OTHERWISE USE THE PRODUCT.
Our Services
This Application is owned and operated by NFA, and our respective employees, agents, affiliates and contractors (collectively, “NFA”). These Terms of Use apply to your use and access to the Application, its services, including subscription services (collectively “Services”), or your use or purchase of applications, plug-ins, add-ons, and other software (collectively “Products”), and is expressly conditioned upon your agreement to these Terms of Use. If you do not consent to these Terms of Use, you are not permitted to use NFA or any NFA Services. If you access the Services on behalf of a company or other entity, you warrant that you are an authorized representative of such company or entity with the right to bind such company or entity to these Terms of Use. The terms “Products” and “Services” are used interchangeably here, where appropriate for the context. However, to the extent a “Service” is more properly a “Product,” or the reverse, the intent of these Terms of Use is to cover both meanings.
The Services are not targeted towards, nor intended for use by, anyone under the age of 16. If you are between the ages of 16 and 18, you may use the Services only under the supervision of a parent or legal guardian who agrees to be bound by these Terms of Use.
NFA reserves the right to change, modify, revise or otherwise amend any provision of these Terms of Use, and any other terms, policies or guidelines governing your use of the Services, at any time at its sole discretion by providing notice that the Terms of Use have been modified. Such notice may be provided by sending an email, or by posting a notice on the Application, or by posting the revised Terms of Use on the Application and revising the date at the top of these Terms of Use or by such other form of notice as determined by NFA. Your continued use of the Services, or your purchase of any Products or the Services following the posting of the revised Terms of Use or other notice will constitute your acceptance of such changes or modifications.
License Agreements
The NFA Services and all images, software, Products, tools, graphics, data, text, code, the NFA trademarks (including “A.L.”) and other content and materials available in connection with the Services (excluding “User Content” as described below) and the selection and arrangement thereof (collectively, the “NFA Materials”) are the property of NFA or its third party licensors and are protected by United States and international intellectual property laws.
NFA hereby grants you a limited, non-transferable, non-sublicensable, revocable license to access and use the NFA Materials solely in accordance with these Terms of Use. Except for the limited licenses granted hereunder, NFA reserves all rights not expressly granted and no such additional rights may be implied.
You acknowledge that (i) all right, title and interest in and to the NFA Materials, including all patents, copyrights, trade secrets, trademarks and other proprietary rights embodied therein or associated therewith, are and will remain with NFA or its third party licensors; (ii) no right or interest in the NFA Materials is conveyed other than the limited licenses granted herein; (iii) the NFA Materials are protected by copyright and other intellectual property laws; and (iv) NFA asserts that the NFA Materials embody valuable confidential and secret information of NFA or its licensors, the development of which required the expenditure of considerable time and money.
The rights granted to you in these Terms of Use are subject to the following restrictions: (a) you may not license, sell, transfer, assign, distribute, host, or otherwise commercially exploit the Product; (b) you may not modify, make derivative works of, reverse compile or reverse engineer any part of the Product; (c) you may not access the NFA Materials in order to build a similar or competitive service; and (d) except as expressly stated herein, no part of the NFA Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to the functionality of the NFA Materials is subject to the terms of these Terms of Use. All copyright and other proprietary notices on any content on the NFA Materials must be retained on all copies thereof which you have been authorized by NFA to make.
User Content
NFA enables certain users who own or otherwise have a license to music to use A.L. to modify or make derivative works of such Content (collectively “User Content”).
You retain all intellectual property rights in and to any User Content you post, upload or otherwise make available through the Services, including the copyright in and to your Media. NFA does not claim any ownership, right, title or interest in and to your User Content.
Notwithstanding the foregoing, by uploading and/or posting any User Content to the Application or otherwise by using the Services, you request, and grant NFA a perpetual, nonexclusive and royalty-free right to use the User Content (and the user name that is submitted in connection with such User Content) as is reasonably necessary in order to do the following: (i) provide the Services, including to display the User Content on the Services; (ii) comply with legal requirements, including disclosing User Content in response to legal process from governmental authorities. In the absence of a legal requirement to do so, NFA may refrain from notifying you of NFA’s disclosures to governmental authorities where such notification may jeopardize an important law enforcement investigation. NFA may engage service providers for assistance with carrying out any obligation or exercising any right under these Terms of Service or use the User Content in the construction and operation of the A.L. AI Model, as discussed below in Section 5.
You represent and warrant that (a) you own or otherwise control all of the rights to the User Content that you post or transmit, or you otherwise have the right to post, use, display, distribute and reproduce such User Content and to grant the rights granted herein; (b) the User Content you supply is accurate and not misleading; and (c) the use and posting of the User Content you supply does not violate these Terms of Use and will not violate any rights of or cause injury to any person or entity.
Modification of the Product and Services.
NFA reserves the right, at any time, to modify, suspend, or discontinue the Product or any part thereof without notice; provided, however, that if you inform NFA that in the event NFA suspends or discontinues essential and material functionality, such suspension will materially impedes your ability to perform your obligations, NFA will provide you prior notice of at least (60) sixty days prior to such suspension or discontinuance. Notwithstanding the foregoing, NFA may immediately suspend or discontinue the NFA Materials immediately without notice to (i) comply with any applicable law or regulatory or other governmental order, or (ii) minimize NFA’s legal exposure to a third-party threat.
Rights Granted by User to User Content and Data To Develop an AI Model
One of NFA’s goals is to develop a machine learning algorithm (“AI Model”) to aid in music production (which we have named “A.L.”). A.L. is a machine learning algorithm, and in order to continually improve A.L., we monitor, log or otherwise use a user’s operation of A.L. or creation of User Content to create, teach and optimize the AI model. If there are any rights that you hold in the AI Model by virtue of A.L.’s training on the User Content, you irrevocably grant NFA a sublicensable license to all such rights.
User represents and warrants that it is not aware of any contractual or other restrictions on the User Content that would limit NFA’s training of the AI Model or use and distribution of the AI Model as contemplated in these Terms of Use.
The Content Owner owns their own content and settings for such content, but has no rights or interest in any of the AI Model or other output developed as a result of the User’s use of A.L., including settings generated by A.L. based on User Content. No implied rights are granted under these Terms of Use.
If you do not want us to use your interaction or use of A.L. to train our models, you can opt out by informing us or selecting an opt out setting, if provided. Please note that in some cases this may limit the ability of our Services to address your specific use case, or may require us to limit your use of our Products.
Third Party Services
NFA may make third party content and services available on or through the Services (“Third Party Services”) solely as a convenience to its users, or because a user posted it or made it accessible (for example, links to third party websites, software and other services).
NFA does not indicate affiliation, approval, or control of any Third Party Services by making such Third Party Services available via the NFA Services. NFA makes no claim or representation regarding, and accepts no responsibility for, the quality, accuracy, nature, ownership or reliability of Third Party Services.
YOUR USE OF ANY THIRD PARTY SERVICES IS SOLELY AT YOUR OWN RISK AND SUBJECT TO THE THIRD PARTY TERMS AND CONDITIONS AND THIRD PARTY PRIVACY POLICIES APPLICABLE TO SUCH THIRD PARTY SERVICES.
Backup Policy
YOU ARE SOLELY RESPONSIBLE FOR CREATING AND MAINTAINING BACKUP COPIES OF ANY USER CONTENT YOU UPLOAD, POST OR MAKE AVAILABLE THROUGH THE SERVICES DURING ANY APPLICABLE SUBSCRIPTION TERM AT YOUR SOLE COST AND EXPENSE. YOU MAINTAIN RESPONSIBILITY AND LIABILITY FOR ANY LOSSES OR DAMAGES YOU INCUR FOR FAILURE TO MAINTAIN BACKUP COPIES OF YOUR USER CONTENT. NFA IS NOT LIABLE TO YOU FOR ANY DAMAGES OR LOSSES THAT RESULT FROM THE LOSS OR BREACH OF YOUR USER CONTENT IN CONNECTION WITH YOUR USE OF THE NFA SERVICES.
Disclaimer of Warranties
THE APPLICATION, NFA’s SERVICES, PRODUCTS, NFA MATERIALS, AND THE A.L. AI MODEL ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, NFA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT AS TO THE APPLICATION, THE SERVICES, THE NFA MATERIALS, AND THE PRODUCTS.
NFA DOES NOT REPRESENT OR WARRANT THAT THE NFA SERVICES, PRODUCTS, NFA MATERIALS, AND THE A.L. AI MODEL ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SERVICES, ITS SERVERS OR EMAIL SENT FROM NFA OR THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NFA ALSO MAKES NO REPRESENTATION OR WARRANTY REGARDING THE AVAILABILITY, RELIABILITY OR SECURITY OF THE SERVICES AND WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO OR ANY MODIFICATION, SUSPENSION, UNAVAILABILITY, OR DISCONTINUANCE OF THE SERVICES OR THE PRODUCTS PROVIDED THEREON.
Limitation of Liabilities
IN NO EVENT WILL NFA OR ITS DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE OR VIEW THE APPLICATION, THE SERVICES, THE PRODUCTS, THE USER CONTENT OR THE NFA MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SERVICES, INCLUDING ANY DAMAGES CAUSED BY OR RESULTING FROM YOUR RELIANCE ON ANY INFORMATION OBTAINED FROM NFA, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY TERMINATION, SUSPENSION OR OTHER FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO NFA’S RECORDS, PROGRAMS OR SERVICES.
IN NO EVENT WILL THE AGGREGATE LIABILITY OF NFA, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE APPLICATION, THE SERVICES, THE PRODUCTS, THE USER CONTENT OR THE NFA MATERIALS, EXCEED COMPENSATION YOU PAY, IF ANY, TO NFA FOR ACCESS TO OR USE OF THE APPLICATION OR THE SERVICES OR FOR THE PURCHASE OF PRODUCTS.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
Indemnity
You agree to defend, indemnify and hold harmless NFA and its affiliates and subsidiaries (collectively, the “Indemnified Parties”), and the Indemnified Parties’ independent contractors, service providers and consultants, and their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including reasonable attorneys’ fees) arising out of or related to (i) any User Content you use, store, post or otherwise transmit on or through the Services, including the settings created by you or generated by A.L. for such content; (ii) your use of or inability to use the Services, the User Content, the NFA Materials or the Products; (iii) the licensing of your content to third parties through the Services, including any actual or threatened suit, demand or claim made against any of the Indemnified Parties and/or their independent contractors, service providers, employees, directors or consultants, arising out of or relating to your User Content; or (iv) your conduct, violation of these Terms of Use, or violation of the rights of any third party.
Applicable Law
Your use of the Services is subject to all applicable local, state, national and international laws and regulations. These Terms of Use and your use of the Services will be governed by and construed in accordance with the laws of the State of New Jersey applicable to agreements made and to be entirely performed within the State of New Jersey, without regard to its conflict of law provisions.
Agreement to Arbitrate & Waiver of Representative Actions
PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH NFA, AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. IF YOU DO NOT CONSENT TO THE TERMS OF THIS SECTION, YOU ARE NOT PERMITTED TO USE THE NFA SERVICES.
You and NFA agree to arbitrate any dispute arising from these Terms of Use or relating to the Services, Application or NFA Materials. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and NFA agree: (i) to notify each other of any dispute within thirty (30) days of when it arises; (ii) to attempt informal resolution prior to any demand for arbitration; (iii) that any arbitration will occur in New Jersey; and (iv) that arbitration will be conducted confidentially by a single arbitrator in accordance with the Rules of the American Arbitration Association (“AAA”), including the AAA’s Supplementary Procedures for Consumer-Related Disputes (as applicable). The AAA’s rules are available at www.adr.org. The arbitrator has the authority to grant any remedy that would otherwise be available in court, including the right to determine the arbitrability of any issue, including the obligation to arbitrate. Notwithstanding the foregoing, this section does NOT prevent the parties from seeking injunctive relief in a court of competent jurisdiction.
You and NFA agree that each of us may bring claims against the other only on an individual basis and not as part of any purported class or representative action or proceeding. Unless both you and NFA agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s). Any relief awarded cannot affect other NFA users.
Feedback
We welcome feedback from our users regarding ideas and suggestions for improvements to the Application, Services and Products. NFA will be entitled to use any such feedback without restriction, even if you designate such feedback as confidential. You hereby grant NFA a royalty-free, sublicensable, transferable, perpetual, irrevocable license in and to any feedback to use in any matter related to the operation of our business.
International Users
NFA is located in the State of New Jersey in the United States of America. If you access the Services from a country other than the United States, you agree that your transactions with NFA occur in the United States. You are responsible for compliance with all applicable laws, rules and regulations applicable to your use of the Services outside of the United States.
Severability
If any provision of these Terms of Use is held invalid or unenforceable, the other provisions of these Terms of Use will remain in full force and effect, and, if legally permitted, such offending provision will be replaced with an enforceable provision that as nearly as possible effects the parties’ intent.
Assignment
This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without NFA’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of These Terms of Use shall be binding upon assignees. NFA may assign all or part of the ownership of the Products and Services under these Terms of Use without consent in connection with a change in control or sale of at least a majority of NFA’s assets or outstanding voting securities related to the Product.
Survival
The terms and conditions of these Terms of Use which by their nature are intended to survive termination or expiration of Services (including, but not limited to, terms related to indemnification, warranty disclaimer, dispute resolution and the limitation of liability) will survive any expiration or termination of these Terms of Use.
Interruptions or Discontinuation of Subscription Services; Changes to Subscription Services and Terms of Use
NFA reserves the right at any time, at its sole discretion and without notice, to suspend, modify, discontinue or permanently cancel the Subscription Services or any portions thereof, including the Subscription Plans and any policies, features and terms applicable thereto. If the Subscription Services, or any part thereof, to which you subscribe are permanently discontinued or canceled by NFA, your Subscription will terminate, and we will have no further liability to you. You acknowledge that the Subscription Services may be interrupted from time to time, with or without notice, for maintenance, upgrades, system updates or in the event of equipment failure or for any other foreseeable or non-foreseeable cause.
NFA WILL HAVE NO LIABILITY TO YOU FOR ANY INTERRUPTION, SUSPENSION, DISCONTINUANCE OR UNAVAILABILITY OF THE SUBSCRIPTION SERVICES FOR ANY REASON, OR FOR ANY LOSS OR INABILITY TO ACCESS ANY MEDIA OR MATERIALS ON THE SERVICES.
NFA may terminate a Subscription, or any user’s access to and use of the Subscription Services, at any time for any reason at its sole discretion, which such termination will be effective immediately. If you violate the Terms of Use, NFA at its sole discretion may (i) require you to remedy any violation thereof and/or (ii) take any other actions that NFA deems appropriate to enforce its rights and pursue available remedies.
All Subscription Fees are nonrefundable. Upon termination, cancellation or discontinuation of your Subscription for any reason, you will not be entitled to receive a refund for any Subscription Fees or other amounts previously charged to you, or for any unused portion of any Subscription Fees if such termination, cancellation or discontinuation occurs prior to the expiration of the applicable Subscription Term.
If you have any questions about these Terms of Use, you can contact us by email at support@newfangledaudio.com