Terms and conditions of use

  1. Introduction

1.1 These terms and conditions shall govern your use of our website.

1.2 By using our website, you accept these terms and conditions in full; accordingly, if you disagree with these terms and conditions or any part of these terms and conditions, you must not use our website.

1.3 If you use any of our website services, we will ask you to expressly agree to these terms and conditions.

1.4 You must be at least 18 years of age to use our website; and by using our website or agreeing to these terms and conditions, you warrant and represent to us that you are at least 18 years of age.

1.5 Our website uses cookies; by using our website or agreeing to these terms and conditions, you consent to our use of cookies in accordance with the terms of our privacy policy.

  1. Copyright notice

2.1 Copyright (c) 2015 Greg Morris.

2.2 Subject to the express provisions of these terms and conditions:

(a) we, together with our licensors, own and control all the copyright and other intellectual property rights in our website and the material on our website where content is not user-generated; and

(b) all the copyright and other intellectual property rights in our website and the material on our website are reserved.

  1. Licence to use website

3.1 You may:

(a) view pages from our website in a web browser;

(b) download pages from our website for caching in a web browser;

(c) print pages from our website;

(d) use our site’s social media promotion mechanisms to interact with your own Twitter account, or a Twitter account you have authorisation to access and use by means of a web browser,

subject to the other provisions of these terms and conditions.

3.2 Except as expressly permitted by Section 3.1 or the other provisions of these terms and conditions, you must not download any material from our website or save any such material to your computer, unless it is a user generated image from our composer.

3.3 You may only use our website for your own personal and business purposes, and you must not use our website for any other purposes.

3.4 Except as expressly permitted by these terms and conditions, you must not edit or otherwise modify any material on our website.

3.5 Unless you own or control the relevant rights in the material, you must not:

(a) republish material from our website (including republication on another website);

(b) sell, rent or sub-license material from our website;

(c) show any material from our website in public;

(d) exploit material from our website for a commercial purpose; or

(e) redistribute material from our website.

3.6 Notwithstanding Section 3.5, you may redistribute any content you created via our tools that were done so for use on social media sites as the app intends.

3.7 We reserve the right to restrict access to areas of our website, or indeed our whole website, at our discretion; you must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on our website.

  1. Acceptable use

4.1 You must not:

(a) use our website in any way or take any action that causes, or may cause, damage to the website or impairment of the performance, availability or accessibility of the website;

(b) use our website in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

(c) use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;

(d) conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent;

(e) access or otherwise interact with our website using any robot, spider or other automated means;

(f) violate the directives set out in the robots.txt file for our website; or

4.2 You must ensure that all the information you supply to us through our website, or in relation to our website, is true, accurate, current, complete and non-misleading.

  1. Registration and accounts

5.1 To be eligible for an individual account on our website under this Section 5, you must be at least 18 years of age.

5.2 You may register for an account with our website by completing and submitting the account registration form on our website.

5.3 You must notify us in writing immediately if you become aware of any unauthorised use of your account.

5.4 You must not use any other person’s account to access the website, unless you have that person’s express permission to do so.

  1. User IDs and passwords

6.1 If you register for an account with our website, you will need to provide an email address and password.

6.2 You must keep your password confidential.

6.3 You must notify us in writing immediately if you become aware of any disclosure of your password.

6.4 You are responsible for any activity on our website arising out of any failure to keep your password confidential, and may be held liable for any losses arising out of such a failure.

  1. Cancellation and suspension of account

7.1 We may:

(a) suspend your account;

(b) cancel your account; and/or

(c) edit your account details,

at any time in our sole discretion without notice or explanation.

7.2 You may cancel your account on our website using your user account control panel on the website.

  1. Your content: licence

8.1 In these terms and conditions, “your content” means all works and materials (including without limitation text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that you submit to us or our website for storage or publication on, processing by, or transmission via, our website. This includes social media posts sent, and media dynamically generated with our tools.

8.2 You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to use, reproduce, store, adapt, publish, translate and distribute your content in any existing or future media.

8.3 You grant to us the right to sub-license the rights licensed under Section 8.2.

8.4 You grant to us the right to bring an action for infringement of the rights licensed under Section 8.2.

8.5 You hereby waive all your moral rights in your content to the maximum extent permitted by applicable law; and you warrant and represent that all other moral rights in your content have been waived to the maximum extent permitted by applicable law.

8.6 You may edit your content to the extent permitted using the editing functionality made available on our website.

8.7 Without prejudice to our other rights under these terms and conditions, if you breach any provision of these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may delete, unpublish or edit any or all of your content.

  1. Your content: rules

9.1 You warrant and represent that your content will comply with these terms and conditions.

9.2 Your content must not be illegal or unlawful, must not infringe any person’s legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

9.3 Your content, and the use of your content by us in accordance with these terms and conditions, must not:

(a) be libellous or maliciously false;

(b) be obscene or indecent;

(c) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;

(d) infringe any right of confidence, right of privacy or right under data protection legislation;

(e) constitute negligent advice or contain any negligent statement;

(f) constitute an incitement to commit a crime[, instructions for the commission of a crime or the promotion of criminal activity];

(g) be in contempt of any court, or in breach of any court order;

(h) be in breach of racial or religious hatred or discrimination legislation;

(i) be blasphemous;

(j) be in breach of official secrets legislation;

(k) be in breach of any contractual obligation owed to any person;

(l) depict violence in an explicit, graphic or gratuitous manner;

(m) be pornographic;

(n) constitute spam;

(o) be deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful or discriminatory; or

(p) cause needless anxiety to any person.

  1. No affiliation

10.1 Neither the Website nor any related tools, applications, data, software or other services provided on or via the Website are endorsed by SoundCloud® and all materials on the SoundCloud® website remain the property of SoundCloud®.

10.2 Notwithstanding the generality of the foregoing, We are not liable for any changes to the SoundCloud® website or functionality that might affect your use of the Website.

  1. Revisions and Errata

11.1 The materials appearing on the Website may include technical, typographical, or photographic errors.

11.2 We do not warrant that any of the materials on the Website are accurate, complete, or current.

11.3 We may make changes to the materials contained on the Website at any time without notice. We do not, however, make any commitment to update the materials.

  1. Links

12.1 We have not reviewed all of the sites linked to the Website and is not responsible for the contents of any such linked site.

12.2 The inclusion of any link to any site does not imply endorsement by us of such site. Use of any such linked site is at your own risk.

12.3 Notwithstanding the generality of the foregoing, We are not responsible for any changes to the SoundCloud® website or functionality.

  1. Content Rights

13.1 Any and all audio, photos, pictures, graphics, and other content, data or information that you upload, store, transmit, submit, exchange or make available to or via the Website (hereinafter “Your Content”) is generated, owned and controlled solely by you, and not by Us.

13.2 We do not claim any ownership rights in Your Content, and you hereby expressly acknowledge and agree that Your Content remains your sole responsibility.

13.3 Without prejudice to any other Terms, you must not upload, store, distribute, send, transmit, display, perform, make available or otherwise communicate to the public any content to which you do not hold the necessary rights. In particular, any unauthorized use of copyright protected material within Your Content (including, without limitation, by way of reproduction, distribution, modification, adaptation, public display, public performance, preparation of derivative works, making available or otherwise communicating to the public via the Website) may constitute an infringement of third party rights and is strictly prohibited.

13.4 Any such infringements may result in termination of your access to the Website, including termination of your account, and may also result in civil litigation or criminal prosecution by or on behalf of the relevant rights holder.

13.5 You agree to indemnify, defend and hold us and our affiliates, and each of our’s and its affiliates’ respective past, present and future officers, directors, agents, subsidiaries, employees, contractors, suppliers and principals, harmless from any loss, liability, claim or demand, including reasonable court costs and legal fees, made by any third party due to or arising out of your use of the Website including, without limitation, in connection with any claims made by SoundCloud® regarding Your Content.

  1. Limitations

14.1 You hereby acknowledge and agree that we store Your Content and other information at the direction, request and with your authorization of, acts merely as a passive conduit and/or host for the uploading, storage and distribution of Your Content, and plays no active role and gives no assistance in the presentation or use of Your Content.

14.2 You are solely responsible for all of Your Content that you upload, post or distribute to, on or through the Website, and to the extent permissible by law, We exclude all liability with respect to all content (including Your Content) and the activities of its users with respect thereto including, without limitation, any comments its users may make to Your Content on the SoundCloud® website.

14.3 You hereby acknowledge and agree that we cannot and does not review the content created or uploaded by its users, and neither us nor its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and/or shareholders have any obligation, and do not undertake or assume any duty, to monitor the Website or the SoundCloud® website for content that is inappropriate, that does or might infringe any third party rights, or has otherwise been uploaded in breach of these Terms or applicable laws or regulations.

14.4 We and our subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders hereby exclude, to the fullest extent permitted by law, any and all liability which may arise from any content uploaded to the Website by users, including, but not limited to, any claims for infringement of intellectual property rights, rights of privacy or publicity rights, any claims relating to publication of defamatory, pornographic, obscene or offensive material, or any claims relating to the completeness, accuracy, currency or reliability of any information provided by users of the Website.

14.5 By using the Website, you irrevocably waive the right to assert any claim with respect to any of the foregoing against us or any of its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders.

14.6 In no event shall we or our suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption, any and all liability which may arise from any content uploaded to the Website by users) arising out of the use or inability to use the materials on the Website, or which may arise due to issues on the SoundCloud® website even if we or an authorized representative has been notified orally or in writing of the possibility of such damage.

  1. Your Account

15.1 By using the Website, you represent and warrant that all information you submit is truthful and accurate and that you agree to maintain the accuracy of such information.

15.2 Your account may be terminated without warning if we find that you have violated any of the Terms. Your account subscription is solely for your personal use, and you shall not authorize others to use your account.

15.3 It is your responsibility to ensure your computer meets all the necessary technical hardware and operating system specifications to enable you to access and use the Website.

15.4 If you post any of Your Content, we will treat it as non-confidential and nonproprietary to you and Your Content and any other information posted by you in connection with your use of the Website shall not be subject to the Privacy Policy and may be publicly displayed and disclosed by us or any third party in any way.

15.6 In connection with your use of the Website, you should not post information about yourself that can be used to identify or contact you, including, but not limited to, your name, home or work address, phone numbers, email address or other such information and if you post such information, we cannot prevent it from being used in a manner that violates the Terms, applicable laws or regulations, or your personal privacy and safety you assume the risks and sole liability for the results of such posting and you hereby indemnify and hold us harmless with respect to any such liability.

  1. Account Subscription

16.1 If you wish to upgrade from a free subscription to a monthly or annual “pro” subscription, you may do so at any time on the Website.

16.2 Your “pro” subscription will start after your payment has been processed and if you are upgrading to an annual “pro” subscription from a monthly “pro” subscription, your annual “pro” subscription will be activated immediately, irrespective of any remaining time on your then-current monthly “pro” subscription.

16.3 We do not offer you any refund for your “pro” subscription, whether due to your cancellation of a “pro” subscription your upgrade to a “pro” subscription or termination of your account due to your violation of these Terms.

  1. No Agency

17.1 No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between us and you is intended or created by these Terms.

  1. Limited warranties

18.1 We do not warrant or represent:

(a) the completeness or accuracy of the information published on our website;

(b) that the material on the website is up to date; or

(c) that the website or any service on the website will remain available.

18.2 We reserve the right to discontinue or alter any or all of our website services, and to stop publishing our website, at any time in our sole discretion without notice or explanation; and save to the extent expressly provided otherwise in these terms and conditions, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any website services, or if we stop publishing the website.

18.3 To the maximum extent permitted by applicable law and subject to Section 11.1, we exclude all representations and warranties relating to the subject matter of these terms and conditions, our website and the use of our website.

  1. Limitations and exclusions of liability

19.1 Nothing in a contract under these terms and conditions will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(c) limit any liabilities in any way that is not permitted under applicable law; or

(d) exclude any liabilities that may not be excluded under applicable law.

19.2 The limitations and exclusions of liability set out in this Section 11 and elsewhere in a contract under these terms and conditions:

(a) are subject to Section 11.1; and

(b) govern all liabilities arising under that contract or relating to the subject matter of that contract, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in that contract.

19.3 To the extent that our website and the information and services on our website are provided free of charge, we will not be liable for any loss or damage of any nature.

19.4 We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.

19.5 We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.

19.6 We will not be liable to you in respect of any loss or corruption of any data, database or software.

19.7 We will not be liable to you in respect of any special, indirect or consequential loss or damage.

19.8 You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).

  1. Breaches of these terms and conditions

20.1 Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may:

(a) send you one or more formal warnings;

(b) temporarily suspend your access to our website;

(c) permanently prohibit you from accessing our website;

(d) block computers using your IP address from accessing our website;

(e) contact any or all of your internet service providers and request that they block your access to our website;

(f) commence legal action against you, whether for breach of contract or otherwise; and/or

(g) suspend or delete your account on our website.

20.2 Where we suspend or prohibit or block your access to our website or a part of our website, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).

  1. Variation

22.1 We may revise these terms and conditions from time to time.

22.2 The revised terms and conditions shall apply to the use of our website from the date of publication of the revised terms and conditions on the website, and you hereby waive any right you may otherwise have to be notified of, or to consent to, revisions of these terms and conditions.

22.3 If you have given your express agreement to these terms and conditions, we will ask for your express agreement to any revision of these terms and conditions; and if you do not give your express agreement to the revised terms and conditions within such period as we may specify, we will disable or delete your account on the website, and you must stop using the website.

  1. Assignment

23.1 You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions.

23.2 You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.

  1. Severability

24.1 If a provision of a contract under these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

24.2 If any unlawful and/or unenforceable provision of a contract under these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

  1. Third party rights

25.1 A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.

25.2 The exercise of the parties’ rights under a contract under these terms and conditions is not subject to the consent of any third party.

  1. Entire agreement

26.1 Subject to Section 11.1, these terms and conditions, together with our privacy and cookies policy, shall constitute the entire agreement between you and us in relation to your use of our website and shall supersede all previous agreements between you and us in relation to your use of our website.

  1. Law and jurisdiction

27.1 A contract under these terms and conditions shall be governed by and construed in accordance with English law.

27.2 Any disputes relating to a contract under these terms and conditions shall be subject to the non-exclusive jurisdiction of the courts of England.

  1. Our details

28.1 This website is owned and operated by Greg Morris.

28.2 You can contact us by using our website contact form or by email to info@brownape.co.uk.

29 Credit

29.1 This document was created using a template from SEQ Legal (http://www.seqlegal.com).