Terms and Conditions

Submix, Inc. (“Submix,” “we,” “us” or “our”) provides a remote desktop music collaboration software client (“Desktop Client”) and online platform (together, the “Platform”) and the websitehttps://submix.io(the “Website”) to you (“you” or “your”), subject to the following terms and conditions of service (the “Terms”), which may be revised and updated by Submix from time to time, with or without notice to you. Please read these Terms carefully before visiting the Website or using the Platform and refer to these Terms periodically to make sure that you are aware of the most current terms and conditions of your access to and use of the Website and Platform. All changes to these Terms are effective immediately once posted and apply to all access to and use of the Website and Platform from that point forward, whether or not you are notified individually of such changes. By visiting the Website, downloading the Desktop Client or using the Platform, you accept and agree to be bound by: 1) these Terms, including the binding arbitration clause, and 2) our privacy policy, found at/privacy-policy (the “Privacy Policy”), which is incorporated by this reference. If you have a question about these Terms or just want to reach out, please email us at support@submix.io.

Access to the Website and Platform

General, public content available on the Website may be viewed by anyone. However, in order to access and use the Platform, you must register for an account. To create an account, we may ask that you provide certain registration details or other information. By providing such information, you represent and warrant that:

  • You are at least 18 years of age; and
  • All of the information provided is correct, current and complete.
You agree that all information that you provide is governed by the Privacy Policy, and you consent to all actions we take with respect to your information consistent with the Privacy Policy. You also agree that by providing such details, you grant us all rights and licenses necessary for us provide the Platform to you, including our use of any name, username, image or likeness you provide in all media formats and channels now known or later developed. In addition to complying with these Terms, you alone are responsible for:
  • All fees, charges or other costs associated with your access to and use of the Platform (see the section called Subscription, Fees and Payments below), including any costs associated with your internet services used to access and use the Website or Platform.
  • Ensuring that all persons who access the Website or Platform through your internet connection are aware of these Terms and comply with them.

Subscriptions, Fees and Payment

Access to and use of the Platform may require you to pay a monthly subscription fee for the duration of your subscription. You agree to pay the price applicable for your subscription, including all applicable fees, taxes and other charges. We may suspend or terminate your account and/or your access to the Platform if your payment is late or if your payment cannot be processed. Payments will be processed via Stripe, a third-party payment gateway. Your use of their services is subject to their terms and conditions, available at https://stripe.com Your subscription is a recurring subscription. By purchasing a subscription to the Platform, you understand that, until you terminate your subscription, your subscription will automatically renew. You expressly agree that your payment method will be charged for so long as you have an active subscription. You may cancel your subscription at any time by deleting your account. To do so, navigate to your profile in the Platform, select the option to edit and then click on the \[“Delete Account”\] button. If you cancel, you will not be billed for any further subscription charges and your access to the Platform will continue until the end of the current subscription term. You will not receive a refund for any portion of the subscription already paid, including the then-current subscription term.

Use of the Platform

Subject to your compliance with these Terms, we grant you a personal, non-transferable, non-exclusive, revocable, limited license to access and use the Platform (including the Desktop Client) solely as permitted by these Terms. We reserve all rights not expressly granted to you herein. By using the Platform, you agree not to:

  • License, sell, transfer, assign, distribute, host or otherwise commercially exploit the Platform.
  • Modify, prepare derivative works of, disassemble, decompile or reverse engineer any part of the Platform, including the Desktop Client and any content made available through the Platform.
  • Access the Platform in order to build a similar or competitive website, product, application or service without our express prior written consent.
  • Attempt to gain unauthorized access to another User’s account or another User’s activities on the Platform without permission, the hardware or software a User uses in connection with the Platform, or to the Platform itself.
  • Upload, transmit or otherwise distribute to or through the Platform any computer viruses, worms or other software intended to harm or interfere with the intended operation of any computer system or data.
  • Use the Platform in any manner that could interfere with, disrupt, negatively affect or prevent other Users of the Platform from using the Platform or that could damage, disable, overburden or impair the functionality of the Platform in any manner.
  • Intentionally interfere with or negate any content available on the Website or through the Platform.
  • Use any scrapers, crawlers, bots or other automated program to access, query or search the Website or the Platform.
  • Attempt to circumvent any access restrictions, content-related limitations or security procedures that we use.
  • Use the Platform to violate any law or infringe our rights, or the rights of any other person or entity.
All use of the Platform must be lawful, and you agree to notify us if you learn of any misuse. We reserve the right to modify, suspend or discontinue the Website and/or the Platform at any time, with or without notice to you. We will not be liable if, for any reason, all or any part of the Website or Platform are unavailable for any period. From time to time, we may restrict access to or use of some or all of the Website or Platform to Users generally or to you individually, for any or no reason.

Security of Your Account

You must treat as confidential any login information you choose, or that is provided to you, in connection with your access to and use of the Platform and not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Platform or portions of it using your username, password or other security information.  You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree that you will exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We retain the right to disable any username, password or other identifier at any time if we believe you have violated any provisions of these Terms.

Your Content

The Website and the Platform contain content, including that which you create, produce or provide in connection with your use of the Platform (“Your Content”). You will retain ownership of all of Your Content, but by utilizing the Platform, you grant us a non-exclusive, worldwide, transferable and sublicensable license and right to use Your Content to provide the Platform to you, including the right to disclose Your Content to other Users to whom you have provided access for collaboration in connection with your use of the Platform. From time to time, we may also request rights to use Your Content in our marketing materials or for other purposes and will we contact you directly for your permission in such cases. All of Your Content must comply with these Terms, including the Content Standards (defined below). By creating, producing or providing Your Content, you represent and warrant that: (a) Your Content is owned by you or that you have all of the rights, power and authority to create, produce or provide Your Content, (b) you have all rights, power and authority necessary to grant the rights to Your Content that are contained within these Terms, and (c) Your Content complies with these Terms. We take no responsibility for and we do not expressly or implicitly endorse any of Your Content. Because you alone are responsible for Your Content, you may expose yourself to liability if you use, exploit, share or otherwise distribute Your Content without the required rights.

Content Standards

The following content standards apply to all content on the Website and the Platform, including Your Content (collectively, the “Content Standards”). All content must comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, content must not:

  • Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
  • Promote sexually explicit or pornographic material, violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
  • Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of ours or any other person or entity.
  • Violate any legal rights (including the rights of publicity and privacy) of others.
  • Contain any material that could give rise to any civil or criminal liability under applicable laws or regulations that may be in conflict with these Terms and our Privacy Policy.
  • Be likely to deceive any person.
  • Promote illegal activity, or advocate, promote or assist any unlawful act.
  • Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
  • Impersonate any person or misrepresent your identity or affiliation with any person or organization.
  • Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising without our prior written consent.
  • Falsely or inaccurately give the impression that it emanates or is endorsed by us or any other person or entity.

Our Rights and Obligations

Except for your rights in Your Content, we own, and will own, all rights, title and interest in and to the Website, the Platform and all related content, including any intellectual property rights available in any applicable jurisdiction. You may not use or display the Submix name, our trademarks or any of our intellectual property without our prior written consent. We have no obligation to screen, edit or monitor your use of the Platform, including Your Content. We do, however, have the right to:

  • Take any action with respect to Your Content that we deem necessary or appropriate, in our sole discretion, including if we believe that Your Content violates these Terms, any applicable law, infringes any intellectual property right of ours or any right of any other person or entity, threatens the personal safety of the Users of the Platform or the public, or which may create liability for us.
  • Disclose your identity or other information about you to any third party who claims that Your Content violates their rights, including their intellectual property rights or their right to privacy.
  • Take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Platform.
  • Terminate or suspend your access to all or any part of the Platform for any or no reason, including violation of these Terms.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone creating, producing or providing any materials on or through the Platform. You hereby waive and hold harmless the Submix Entities (as defined below) from any claims resulting from any action taken by the Submix Entities during, or taken as a consequence of, investigations by either the Submix Entities or law enforcement authorities. However, we do not undertake to review any content before it is created, produced or provided in connection with the Platform and cannot ensure prompt removal of objectionable material after it has been posted, created, produced or provided. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party, including Your Content. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Third-Party Content

You acknowledge that the Website and the Platform may contain links to third-party websites, resources, products or services, which may be posted by advertisers, our affiliates, our partners or other Users (“Third-Party Content”). You also acknowledge that the Website and the Platform may contain sponsored Third-Party Content or advertisements and that we may place advertisements in connection with the display of any content or information about the Website or Platform. We do not control Third-Party Content and accept no responsibility for such content, or for any loss or damage that may arise from your access to or use of such content. If you decide to access or use any Third-Party Content, you do so entirely at your own risk and subject to the terms and conditions of use for such content.

Copyrights & the DMCA

We respect the intellectual property of others and ask that our Users do the same. In connection with the Platform, we have adopted and implemented a policy respecting copyright law that provides a prohibition on using infringing materials and for the termination, in appropriate circumstances, of accounts that repeatedly infringe intellectual property rights, including copyrights. If you believe that one of our Users is, through the use of the Platform, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed or blocked, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent (named below):

  • your physical or electronic signature;
  • identification of the copyrighted work(s) that you claim to have been infringed;
  • identification of the material on the Platform that you claim is infringing;
  • sufficient information to permit us to locate such material or the allegedly infringing User;
  • your address, telephone number, and e-mail address;
  • a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
  • a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorneys’ fees incurred by us in connection with the written notification and allegation of copyright infringement. The designated Copyright Agent for Submix: Submix, Inc. C/O DMCA Agent Address of Agent: 344 20th Street, Oakland, CA 94612 Telephone: +1 (510) 214-2086 Email: support@submix.io

Feedback

You may, from time to time, submit or recommend to us additional features, functionality, performance, comments, data, ideas, descriptions or other information (collectively, “Feedback”) that we may subsequently incorporate into the Website, Platform or other Submix products or services. Submix and its successors and assigns may freely use, copy, disclose, sublicense, distribute, display and exploit any Feedback in connection with any of our products or services in any manner without any obligation, payment, royalty or restriction based on intellectual property rights, confidentiality or otherwise. You hereby: (a) grant Submix and its successors and assigns a worldwide, non-exclusive, royalty-free, perpetual right and license to use and incorporate such Feedback into any Submix product or service, including without limitation the Website and the Platform; and (b) acknowledge that any Submix product or service incorporating such new features, functionality, or performance will be the sole and exclusive property of Submix and all such Feedback will be free from any confidentiality restrictions that might otherwise be imposed on us.

Indemnification

You agree to defend, indemnify and hold harmless Submix, our affiliates, licensors and service providers, and our and their respective officers, directors, employees contractors, agents, licensors, suppliers, successors and assigns (the “Submix Entities”) from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to: (a) your violation of these Terms; (b) your visitation of the Website and/or use of the Platform; (c) your violation of any applicable laws or regulations; or (d) Your Content. We hereby reserve the right to control the defense of any such claims or proceedings for which you are required to indemnify us, and you agree to cooperate with such defense.

Disclaimers of Warranties

You understand that we cannot and do not guarantee or warrant that the Website, the Platform, or any files available for download from the internet or received through the Platform or from other Users, will be free of viruses or other harmful code. You are responsible for implementing sufficient procedures to satisfy your particular requirements for antivirus protection, accuracy of data and for maintaining a means external to our site for any reconstruction of any lost data. THE WEBSITE AND THE PLATFORM ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NEITHER SUBMIX NOR ANY PERSON ASSOCIATED WITH SUBMIX MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE, THE PLATFORM OR ANY CONTENT. WITHOUT LIMITING THE FOREGOING, SUBMIX DOES NOT WARRANT OR REPRESENT THAT THE WEBSITE OR THE PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. SUBMIX WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR ACCESS TO OR USE OF THE WEBSITE OR THE PLATFORM, OR ITEMS OBTAINED THROUGH THE PLATFORM, INCLUDING WITHOUT LIMITATION ANY MATERIAL DOWLOADED FROM IT, AVAILABLE THROUGH IT OR LINKED TO IT. SUBMIX DOES NOT CONTROL, ENDORSE OR TAKE RESPONSIBILITY FOR ANY CONTENT AVAILABLE ON OR LINKED TO THE PLATFORM OR THE ACTIONS OF ANY THIRD PARTY OR USER.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT AND UNDER NO THEORY OF LIABILITY, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY OR OTHERWISE, WILL THE SUBMIX ENTITIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS ARISING FROM OR RELATING TO THESE TERMS, THE WEBSITE OR THE PLATFORM, INCLUDING THOSE ARISING FROM OR RELATING TO CONTENT THAT IS ALLEGED TO BE DEFAMATORY, OFFENSIVE OR ILLEGAL. ACCESS TO, AND USE OF, THE WEBSITE AND THE PLATFORM IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM. IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE SUBMIX ENTITIES EXCEED ONE HUNDRED U.S. DOLLARS ($100). THE LIMITATIONS OF THIS SECTION WILL APPLY TO ANY THEORY OF LIABILITY, INCLUDING THOSE BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND EVEN IF THE SUBMIX ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF ANY REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Governing Law and Arbitration

Any dispute, claim or controversy arising from or relating to these Terms or your access to or use of the Website or the Platform, including disputes arising from or concerning the interpretation, violation, invalidity, nonperformance or termination, shall be settled by arbitration administered under the Rules of Arbitration by the American Arbitration Association applying California law. The place of arbitration shall be San Francisco, California. Any such dispute, claim or controversy shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any dispute or claim of any other party. By visiting the Website or using the Platform, you hereby waive all rights to trial in any action or proceeding instituted in connection with these Terms, the Website or the Platform.

Miscellaneous Terms

These Terms constitute the entire agreement between you and us regarding your access to and use of the Website and the Platform. If any provision of these Terms is, for any reason, held to be illegal, invalid or unenforceable, the rest of the Terms will remain in effect. Any failure by us to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. You may not assign or transfer any of your rights or obligations under these Terms without our consent. We reserve the right to freely assign or transfer these Terms. All feedback, comments, requests for technical support and other communications relating to the Website or the Platform should be directed to: support@submix.io.