Your use of the Phonograph service (the “Service”) is governed by this legal agreement (the “Terms”). The Service is provided by Second System Technologies LLC (the “Company”).
By using the Service, you are agreeing to these Terms. Please read them carefully.
The Service is available to you if you are 13 years of age or older. If you are 13 or older, but under the age of majority in your country of residence, you must review this agreement with your parent or guardian to make sure that you and your parent or guardian understand it. You may use the Service only if you can form a binding contract with the Company and are not barred under any applicable laws from doing so.
Phonograph is currently available for demonstration purposes only. You acknowledge that some aspects of the Service may not yet function as intended, and that information stored by the Service may be deleted at any time, without notice.
You must follow any policies made available to you within the Service. You agree to use the Service only for purposes as permitted by these Terms.
In order to use the Service, you need to establish an Account. You are also responsible for all activities or actions exercised by your Account, and you should immediately notify the Company if you learn of any unauthorized use of your Account. Please note that we may delete accounts (and all associated Content) that haven’t been used for an extended period of time.
Using our Service does not give you any legal right, title, or interest in our Service or the Content you access. You may not assign (or grant a sub-license of) your rights to use the Service, or otherwise transfer any part of your rights to use the Service. The Service, including the software used to implement the Service, as well as the software provided to you as a part of the Service (the “Software”), are protected by copyright, trademark, applicable intellectual property and other laws. These Terms do not grant you the right to use any trademarks, branding, or logos used in our Service. No portion of the Service may be reproduced in any form or by any means, except as expressly permitted in these Terms. Portions of the service that are subject to an open source license, may be reproduced in accordance with the rights granted under the applicable open source license.
Don’t misuse our Service. You agree not to engage in any activity that interferes with or disrupts the Service (or the servers and networks which are connected to the Service). Also, you agree not to access the Service using a method other than the interface and instructions we provide. For example, you may not: a) reverse engineer, decompile or otherwise attempt to extract the source code of the software used to access the Service or protocols used in the Service, unless this is required by law; b) attempt to disable or circumvent any security mechanisms used by the Service; c) probe, scan, or test the vulnerability of any system or network; d) breach or otherwise circumvent any security or authentication measures; e) access, tamper with, or use non-public areas of the Service; f) interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Service; g) plant malware or otherwise use the Service to distribute malware; h) access or search the Service by any means other than our publicly supported interfaces (for example, “scraping”). If your use of the Service or other behavior intentionally or unintentionally threatens our ability to provide the Service, we will take any reasonable steps to protect the Service, which may include suspension of your access to the Service.
We may provide you with notices regarding the Service, including changes to the Terms, by email, regular mail, or postings on the Website and/or Service. You consent to receive communications from the Company electronically, and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
All information to which you may have access as part of, or through your use of, the Service are the sole responsibility of the person from which such Content originated. All such information is referred to as the “Content.”
You agree that you will not use the Service to upload, transmit, store, or otherwise make available any unlawful Content; engage in any copyright infringement or other intellectual copyright infringement; upload, transmit, store or otherwise make available any material that contains viruses or any other computer code, files or programs designed to harm, interfere or limit the normal operation of the Service (or any part thereof), or any other computer software or hardware; and/or plan or engage in any illegal activity.
You retain full ownership for the Content you upload or otherwise submit to the Service. The Company does not claim ownership or any intellectual property rights to any of it. We do, however, need certain limited rights in order to operate the Service: you grant the Company (and those we work with) a worldwide, non-exclusive license to use, host, store, reproduce, modify, create derivative works, communicate, and distribute such Content, without any compensation or obligation to you. The rights you grant in this license are for the limited purpose of operating and improving our Service. Make sure you have the necessary rights to grant us this license for any Content that you submit to our Service. We may remove any Content from our Service at our discretion.
In order to provide the Service and make your Content available, the Company may transmit your Content across various public networks, in various media, and modify or change your Content to comply with technical requirements of connecting networks or devices or computers. You agree that the license herein permits the Company to take any such actions.
You are solely responsible for securing and backing up your Content. The Company shall use reasonable skill and due care in providing the Service, but has no responsibility or liability for the deletion, corruption, or failure to store any Content maintained or transmitted through your use of the Service.
The Company takes your privacy very seriously. We share your personal information only in a few rare occasions explained in our Privacy Policy. By using the Service, you agree to the collection and use of information about you and your use of the Service in accordance with our Privacy Policy (https://secondsystemtech.com/en/privacy/).
The Company gives you a personal, non-assignable, non-exclusive, limited license to use the Software provided to you by the Company as part of the Service. The license is for the sole purpose of enabling you to use our Service in the manner permitted in these Terms. You may not (or permit anyone else to) copy, modify, rent, loan, distribute, sell, lease, sublicense, assign, grant a security interest in or otherwise transfer any right in any part of the Service or Software, nor may you reverse engineer, decompile, or otherwise attempt to extract the source code of the Software, unless expressly permitted or required by law.
For all purchased resources and services, the Company will charge your credit card at the interval agreed to upon purchase. The Company may change its fees and payment policies by notifying you at least fifteen (15) days before the beginning of the billing cycle in which such change will take effect. Late payments will bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). All fees are non-refundable (except as expressly set forth in Section 11.3) and exclusive of applicable taxes. You are responsible for paying all taxes and government charges, and all reasonable expenses and attorneys fees the Company incurs collecting late amounts. You acknowledge and agree that any credit card and related billing and payment information that you provide to the Company may be shared with companies who work on the Company’s behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to the Company and servicing your account. The Company may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. The Company shall not be liable for any use or disclosure of such information by such third parties. The Company reserves the right to disable your access to the Service for any late payments. Any outstanding balance becomes immediately due and payable upon termination of the Terms for any reason.
We are constantly modifying and improving our Service over time. We may add or remove features or functionalities, and we may temporarily suspend or discontinue the Service altogether. We may, at any time, change or impose fees for your access and use of the Service.
You can stop using the Service at any time. The Company may also stop providing the Service to you at any time, with or without cause, and with or without notice. For example, we may immediately suspend or terminate your use if you are not complying with these Terms, or use the Service in any way that would cause us legal liability or disrupt others’ use of the Service.
If we suspend or terminate the Service or your Account, we will try to give you reasonable advance notice and a chance to get information out of that Service. After a period of time, however, the Company may permanently delete the Content that is associated with your Account.
NOTHING IN THESE TERMS, INCLUDING THIS SECTION, SHALL EXCLUDE WARRANTIES WHICH MAY NOT BE LAWFULLY EXCLUDED BY APPLICABLE LAW.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”.
SECOND SYSTEM TECHNOLOGIES LLC MAKES NO EXPRESS WARRANTIES AND DISCLAIMS ALL IMPLIED WARRANTIES REGARDING THE SERVICE INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SECOND SYSTEM TECHNOLOGIES LLC DOES NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR.
NOTHING IN THESE TERMS, INCLUDING THIS SECTION, SHALL LIMIT SECOND SYSTEM TECHNOLOGIES LLC’S LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY LIMITED BY APPLICABLE LAW.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT SECOND SYSTEM TECHNOLOGIES LLC SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.
THE LIMITATIONS ON SECOND SYSTEM TECHNOLOGIES LLC’S LIABILITY TO YOU IN THE PARAGRAPH ABOVE SHALL APPLY WHETHER OR NOT SECOND SYSTEM TECHNOLOGIES LLC HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
You agree to hold harmless and indemnify the Company, and its affiliates, employees or partners from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the Service, (c) your violation of applicable laws, rules or regulations in connection with the Service, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, the Company will provide you with written notice of such claim, suit or action.
Please note that the Terms of Service may change from time to time. We will post notice of modifications on our website. In the case of substantial changes, we may, at our sole discretion, provide a prominent notice, for example, using a dialog in the Shout.dev application, or by sending you an email with the updated Terms. You understand and agree that if you use the Service after the date on which the Terms have changed, the Company will treat your use of the Service as acceptance of the updated Terms.
Certain components of the Service provided by the Company may require separate Software or other license agreements or Terms of Use. You must read, accept, and agree to be bound by any such separate agreements as a condition of using these particular components or features of the Service.
If you do not comply with these Terms, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future).
These Terms control the relationship between you and Second System Technologies LLC. They don’t create any third party beneficiary rights.
Upon any termination of the Service under Section “Modifying and Terminating our Service”, these Terms will also terminate, but Sections “Exclusion of Warranties”, “Limitation of Liability”, “Indemnity”, and “About these Terms” shall continue to be effective after these Terms are terminated.
This is the entire agreement between you and the Company with respect to the Service and it supersedes and replaces any prior representations, discussions, undertakings, communications or advertising relating to the Service. If any part of this agreement is found invalid or unenforceable, the remaining portions will remain in full force and effect, and enforceable term will be substituted reflecting our intent as closely as possible.
This Agreement and all matters relating to this Agreement shall be construed in accordance with and controlled by the laws of the State of California, without reference to its conflict of law principles. The parties agree to submit to the non-exclusive jurisdiction and venue of the courts located in San Francisco, California and hereby waive any objections to the jurisdiction and venue of such courts.