The following terms and conditions (the “Terms and Conditions”) are an agreement which governs your use of this website (the “Website”) or the “Wise-Crack” application, and any content made available from or through SoniCracker, including any subdomains thereof, or application (“SoniCracker”). SoniCracker is made available by [SoniCracker] Ltd. (the “Company” or “We” or “Us”).
BY USING THE WEBSITE OR THE APPLICATION, YOU CONFIRM AND REPRESENT THAT YOU ARE OF LEGAL AGE AND CAPACITY ACCORDING TO THE LAWS OF THE JURISDICTION FROM WHICH YOU ARE ACCESSING THE SERVICE, AND THAT YOU ACCEPT AND AGREE TO THESE TERMS AND CONDITIONS AS APPLIED TO YOUR USE OF SONICRACKER. If you do not agree to these Terms and Conditions, you may not access or otherwise use SoniCracker. We may change the Terms and Conditions from time to time, at any time without notice to you, by posting such changes on SoniCracker. If you do not agree to abide by these Terms and Conditions, including any future revision hereof, your sole and exclusive remedy shall be to terminate your use of the Service.
What is SoniCracker.
SoniCracker is a service that allows processing of audio mix tracks and separating such tracks into vocals, individual instruments (also known as Stems) and backing tracks (the “Service”). The Audio files provided by you, regardless of whether they have been uploaded to Service as files or linked or provided through any third party, will be referred to withing this document as “Uploaded Audio”, and the tracks generated through use of the Service with be referred to as “Stems & Backing Tracks”. Any content made available on the Website or through the Service excluding the “Uploaded Audio” and Stems & Backing Tracks will be referred to herein as “Company Content”.
In order to use SoniCracker, you will need to create a user account, by registering with a username, and to provide certain information about yourself as prompted by the registration form, including a valid email address. You may not use a username for the purpose of impersonating another person or entity. We reserve the right to remove or reclaim usernames which are inactive or otherwise in violation of these Terms and Conditions or any applicable law. By creating an account, you agree to abide by these Terms and Conditions and to provide accurate information. Please safeguard your username and password. You accept responsibility for any use of SoniCracker under your username and password, and undertake to notify us immediately if you become aware of any unauthorized use of your username and password.
Access to SoniCracker
Access to SoniCracker is made available as a convenience and on a temporary basis, and we reserve the right to suspend or terminate any aspect or feature of SoniCracker (including SoniCracker in its entirety) at any time, with or without notice. Without limiting the foregoing, we may suspend access to SoniCracker to carry out scheduled or unscheduled maintenance or for any other reason at any time.
Fees shall be as detailed in the Company’s Website as may be revised by the Company from time to time in its discretion. The Company offers a free demonstration (“Demo”). We encourage you to access and utilize this Demo prior to registration to the Service. Once a fee is paid to SoniCracker, such fee shall be non-refundable even if the Service is not utilized by you.
We own, solely and exclusively, all rights, title and interest in and to SoniCracker, all the Company Content (including, for example, audio, photographs, illustrations, graphics, other visuals, video, copy, text, software, titles, Shockwave files, etc.), code, data and materials thereon, the look and feel, design and organization of SoniCracker, and the compilation of the content, code, data and materials on SoniCracker, including but not limited to any copyrights, trademark rights, patent rights, database rights, moral rights, sui generis rights and other intellectual property and proprietary rights therein, or have obtained a license from third parties consistent with our use of the same. Your use of SoniCracker does not grant to you ownership of any Company Content.
You may access and view the Company Content on SoniCracker on your computer or other device and, unless otherwise indicated in these Terms and Conditions or on SoniCracker, make single copies or prints of the Company Content for your personal, internal use only. Use of SoniCracker and the services offered on or through SoniCracker, are only for your personal, non-commercial use unless approved by the Company in advance and in writing.
Any commercial or promotional distribution, publishing or exploitation of SoniCracker, or any Company Content, code, data or materials available on or obtained through SoniCracker which is not Uploaded Audio or Stems & Backing Tracks, is strictly prohibited unless you have received the express prior written permission from authorized personnel of the Company or the otherwise applicable rights holder. Other than as expressly allowed herein, you may not download, post, display, publish, copy, reproduce, distribute, transmit, modify, perform, broadcast, transfer, create derivative works from, sell or otherwise exploit any Company Content, code, data or materials on or available through SoniCracker. You acknowledge that you do not acquire any ownership rights by downloading any copyrighted material from or through SoniCracker. If you make other use of SoniCracker, or the Company Content, code, data or materials thereon or available through SoniCracker, except as otherwise provided above, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use.
The trademarks, logos, service marks and trade names (collectively the “Trademarks”) displayed on SoniCracker or on Company Content available through SoniCracker are registered and unregistered Trademarks of the Company and others and may not be used in connection with products and/or services that are not related to, associated with, or sponsored by their rights holders that are likely to cause customer confusion, or in any manner that disparages or discredits their rights holders. All Trademarks not owned by the Company that appear on SoniCracker or on or through SoniCracker’s services, if any, are the property of their respective owners. Nothing contained on SoniCracker should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on SoniCracker without the written permission of the Company or the third party that may own the applicable Trademark. Your misuse of the Trademarks displayed on SoniCracker or on or through any of SoniCracker’s services is strictly prohibited.
Use of Audio Tracks
WE DO NOT TAKE ANY RESPONSIBILITY OR AUTHORSHIP RIGHTS OVER TRACKS WHICH MAY BE UPLOADED OR PROVIDED BY YOU TO THE WEBSITE AS UPLOADED AUDIO. WE DO NOT REVIEW OR PUBLISH SUCH UPLOADED AUDIO. UPLOADED AUDIO AND STEMS AND BACKING TRACKS WILL NOT BE AVAILABLE TO OTHER USERS OF THE SERVICE. USING THE SERVICE DOES NOT GRANT YOU ANY LEGAL COPYRIGHT OR AUTHORSHIP PERMISSION IN THE UPLOADED AUDIO OR STEMS IN ANY WAY. YOU SHALL BE FULLY LIABLE FOR ANY INFRINGEMENT OF ANY COPYRIGHT AND AUTHORSHIP LAWS SURROUNDING INTELLECTUAL PROPERTY WHEN USING OUR SERVICE. WE RESERVE THE RIGHT, WITH OR WITHOUT FIRST INFORMING YOU, TO REMOVE FROM OUR SYSTEMS ANY ALLEGEDLY INFRINGING UPLOADED AUDIO OR STEMS, WHICH WE HAVE REASON TO BELIEVE INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY, AND YOU SHALL HAVE NO CLAIM AGAINST US WITH RESPECT TO SUCH REMOVAL.
BY SUBMITTING OR SENDING UPLOADED AUDIO OR SUBMITTED MATERIALS (AS DEFINED BELOW) TO US, YOU: (I) REPRESENT AND WARRANT THAT THE UPLOADED AUDIO OR SUBMITTED MATERIALS ARE ORIGINAL TO YOU OR THAT YOU HAVE OBTAINED A PROPER LICENSE FOR THE USE THEREOF, AND THAT NO OTHER PARTY HAS OR CLAIMED ANY RIGHT WHICH PROHIBIT YOU FROM USING THE SERVICE WITH THE UPLOADED AUDIO OR SUBMITTED MATERIALS, AND THAT ANY “MORAL RIGHTS” IN UPLOADED AUDIO OR SUBMITTED MATERIALS HAVE BEEN WAIVED, AND (II) YOU GRANT US AND OUR AFFILIATES A ROYALTY-FREE, UNRESTRICTED, WORLDWIDE, PERPETUAL, IRREVOCABLE, NON-EXCLUSIVE RIGHT AND LICENSE TO USE, COPY, REPRODUCE, MODIFY, ADAPT, PUBLISH, TRANSLATE, CREATE DERIVATIVE WORKS FROM ANY SUBMITTED MATERIALS (IN WHOLE OR PART) IN ANY FORM, MEDIA, OR TECHNOLOGY NOW KNOWN OR LATER DEVELOPED. WE CANNOT BE RESPONSIBLE FOR MAINTAINING ANY UPLOADED AUDIO OR SUBMITTED MATERIAL THAT YOU PROVIDE TO US, AND WE MAY DELETE OR DESTROY ANY SUCH SUBMITTED MATERIAL AT ANY TIME.
Prohibited User Conduct.
You warrant and agree that, while using SoniCracker and the Service and features offered on or through SoniCracker, you shall not: (a) impersonate any person or entity or misrepresent your affiliation with any other person or entity; (b) attempt to gain unauthorized access to other computer systems through SoniCracker. You shall not: (i) obtain or attempt to obtain unauthorized access to computer systems, materials, Company Content or information through any means; (ii) use SoniCracker or the Service made available on or through SoniCracker in any manner with the intent to interrupt, damage, disable, overburden, or impair SoniCracker or such services, including, without limitation, sending mass unsolicited messages or “flooding” servers with requests; or (iii) use SoniCracker or the Service in violation with any applicable law.
You further agree that you shall not attempt (or encourage or support anyone else’s attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with SoniCracker or SoniCracker’s services, or any Company Content thereof, or make any unauthorized use thereof. You agree that you shall not use SoniCracker in any manner that could damage, disable, overburden, or impair SoniCracker or interfere with any other party’s use and enjoyment of SoniCracker or any of its services. You shall not obtain or attempt to obtain any materials or information through any means not intentionally made publicly available or provided for through SoniCracker.
In addition to any other rules or regulations that we may post in connection with a particular service, you agree that you shall not upload, post, transmit, distribute or otherwise publish through SoniCracker or any service or feature made available on or through SoniCracker, any materials which (i) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or publicity or any other proprietary right, (ii) contain a virus, spyware, or other harmful component. You further agree not to impersonate any other person or entity, whether actual or fictitious, including anyone from the Company. You alone are responsible for the content and consequences of any of your activities.
Right to Monitor and Editorial Control.
The Company does not hold any responsibility for the deletion or failure to store any Uploaded Audio, content link or Stems & Backing Tracks . The Company reserves the right to log off accounts for an extended period of time, with or without notice. You acknowledge and agree that we may impose a limit on the length, file size, and the number of media files you can upload and process. We may change such limits at any time, at our sole discretion. Paid members have extended limits as detailed on the Website. You also acknowledge that Company reserves the right to modify these general practices and limits from time to time without prior notice to you.
Linking to SoniCracker.
You agree that if you include a link from any other website to SoniCracker, such link shall open in a new browser window and shall link to the full version of an HTML formatted page of this website. You are not be permitted to link directly to any image hosted on SoniCracker or our services, such as using an “in-line” linking method to cause the image hosted by us to be displayed on another website. You agree not to download or use images hosted on SoniCracker on another website, for any purpose, including, without limitation, posting such images on another site. You agree not to link from any other website to SoniCracker in any manner such that SoniCracker, or any page of SoniCracker, is “framed,” surrounded or obfuscated by any third party content, materials or branding. We reserve all of our rights under the law to insist that any link to SoniCracker be discontinued, and to revoke your right to link to SoniCracker from any other website at any time upon written notice to you.
You agree to defend, indemnify and hold the Company and its affiliates’ directors, officers, employees and agents harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from your use of SoniCracker, your placement or transmission of any Uploaded Audio, Submitted Materials, content, information or other materials through SoniCracker, or your breach or violation of the law or of these Terms and Conditions. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with the Company’s defense of such claim.
Third Party Websites.
You may be able to link from SoniCracker to third party websites and third party websites may link to SoniCracker (“Linked Sites”). You acknowledge and agree that we have no responsibility for the information, content, products, services, advertising, code or other materials which may or may not be provided by or through Linked Sites, even if they are owned or run by affiliates of ours and such responsibility as between us shall be solely with you. If you choose to provide an audio track to the Service via third party linking, SoniCracker specifically disclaims responsibility to ensure that processing such Uploaded Audio through the Service is consistent with the third party license, and such responsibility vests completly and entirely with You. Links to Linked Sites do not constitute an endorsement or sponsorship by us of such websites or the information, content, products, services, advertising, code or other materials presented on or through such websites. The Company disclaims any liability for links (1) from another website to SoniCracker and (2) to another website from SoniCracker. The Company cannot guarantee the standards of any websites to which links are provided on SoniCracker nor shall the Company be held responsible for the contents of such sites, or any subsequent links. The Company does not represent or warrant that the contents of any third party websites is accurate, compliant with state or federal law, or compliant with copyright or other intellectual property laws. Also, the Company is not responsible for any form of transmission received from any Linked Sites. Any reliance on the contents of a third party website is done at your own risk and you assume all responsibilities and consequences resulting from such reliance.
We respect the intellectual property rights of others, and require that the people who use SoniCracker, or the services or features made available on or through SoniCracker, do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to the Company Copyright Agent, designated as such pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2), named below:
• Your address, telephone number, and email address;
• A description of the copyrighted work that you claim has been infringed;
• A description of where the alleged infringing material is located;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.
Company Copyright Agent: support@SoniCracker.com
DISCLAIMER OF WARRANTIES.
THE COMPANY AND SONICRACKER, INCLUDING, WITHOUT LIMITATION, ALL SERVICES, COMPANY CONTENT, FUNCTIONS, PRODUCTS AND MATERIALS PROVIDED OR ADVERTISED THROUGH SONICRACKER, ARE PROVIDED “AS IS,” “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, PRECISION, CORRECTNESS, THOROUGHNESS, COMPLETENESS, USEFULNESS, OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND WE HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, EXPRESS AND IMPLIED. WE DO NOT WARRANT THAT SONICRACKER OR THE SERVICES, CONTENT, FUNCTIONS, PRODUCTS OR MATERIALS PROVIDED THROUGH SONICRACKER WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. WE ACCEPT NO LIABILITY FOR ANY FAILURES, DELAYS OR ERRORS CAUSED BY INTERRUPTIONS IN THE AVAILABILITY OF SONICRACKER OR OUR WEBSITE OR ANY ERRORS OR DEFECTS IN THEIR CONTENT OR FUNCTIONALITY, ANY SOFTWARE AND/OR HARDWARE DEFECTS (WHETHER YOURS OR OURS) AND/OR ANY INTERNET CONNECTION PROBLEMS (WHETHER YOURS OR OURS) AND WE MAKE NO WARRANTY THAT SONICRACKER OR THE PROVIDED SERVICES WILL MEET USERS’ REQUIREMENTS. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH SONICRACKER SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. THE COMPANY ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR EQUIPMENT ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN SONICRACKER OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, STEMS OR CONTENT FROM SONICRACKER. IF YOU ARE DISSATISFIED WITH SONICRACKER OR THE PRODUCTS, YOUR SOLE REMEDY IS TO DISCONTINUE USING SONICRACKER OR THE PRODUCTS, AS APPLICABLE. WE TRY TO ENSURE THAT THE INFORMATION POSTED ON SONICRACKER IS CORRECT AND UP-TO-DATE. WE RESERVE THE RIGHT TO CHANGE OR MAKE CORRECTIONS TO ANY OF THE INFORMATION PROVIDED ON SONICRACKER AT ANY TIME AND WITHOUT ANY PRIOR WARNING. THE COMPANY NEITHER ENDORSES NOR IS RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT ON SONICRACKER, NOR FOR ANY OFFENSIVE, DEFAMATORY, OBSCENE, INDECENT, UNLAWFUL OR INFRINGING POSTING MADE THEREON BY ANYONE OTHER THAN AUTHORIZED THE COMPANY EMPLOYEE SPOKESPERSONS WHILE ACTING IN THEIR OFFICIAL CAPACITIES (INCLUDING, WITHOUT LIMITATION, OTHER USERS OF SONICRACKER). IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH SONICRACKER. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE, PRODUCTS OR OTHER CONTENT, INCLUDING BUT NOT LIMITED TO FINANCIAL, HEALTH, OR LIFESTYLE INFORMATION, OPINION, ADVICE OR OTHER CONTENT.
LIMITATION OF LIABILITY.
IN NO EVENT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL THE COMPANY, OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONTENT OR SUPPLIERS (COLLECTIVELY, THE “PROTECTED ENTITIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, SONICRACKER OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS AND CONDITIONS OR YOUR USE OF SONICRACKER EXCEED, IN THE AGGREGATE, THE AMOUNT, IF ANY, PAID BY YOU TO THE COMPANY FOR YOUR USE OF SONICRACKER OR PURCHASE OF PRODUCTS VIA SONICRACKER.
We control and operate SoniCracker from our offices in Israel. We do not represent that materials on SoniCracker are appropriate or available for use in other locations. Persons who choose to access SoniCracker from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. All parties to these terms and conditions waive their respective rights to a trial by jury.
The Company may terminate, change, suspend or discontinue any aspect of SoniCracker at any time. The Company may restrict, suspend or terminate your access to SoniCracker and/or its services if we believe you are in breach of our terms and conditions or applicable law, or for any other reason without notice or liability. The Company maintains a policy that provides for the termination in appropriate circumstances of SoniCracker use privileges of users who are repeat infringes of intellectual property rights.
The Company reserves the right, at its sole discretion, to change, modify, add or remove any portion of the Terms and Conditions, in whole or in part, at any time. Changes in the Terms and Conditions will be effective when posted. Your continued use of SoniCracker and/or the services made available on or through SoniCracker after any changes to the Terms and Conditions are posted will be considered acceptance of those changes.
No Assignment. You agree that your account at the Company is non-transferable and may not be assigned by you to any third party. The Company shall be entitled to assign its responsibilities hereunder in its sole discretion.