Terms of Service
Last updated and effective as of: November 11, 2022
1. Welcome to Boombox!
Boombox allows you to unleash your creativity, by making it super easy to collaborate on music and manage splits.
These Terms of Service (the “Terms”) apply to your use of Boombox’s tools, services, and platform, including any associated Boombox mobile or desktop applications, Boombox.io and other Boombox websites (collectively, the “Services”), as well as your relationship with Boombox Interactive, Inc. (“Boombox”, “we”, or “us”). “You” refers to each individual, including you, who uses the Services.
These Terms may change over time. If we make changes to it, we will post the modified Terms on our website at https://boombox.io/terms. We encourage you to visit this page periodically to learn of any updates.
If you believe content posted by other users to the Services infringes any copyright(s) you own, please see Section 9 (“DMCA Copyright Notice”) below.
2. ARBITRATION AND CLASS ACTION WAIVER
WE HAVE CERTAIN REQUIREMENTS THAT YOU AGREE TO ARBITRATE DISPUTES YOU MAY HAVE WITH US – AND WAIVE RIGHTS TO BRING CLASS ACTION LAWSUITS. PLEASE SEE SECTION 15 (“DISPUTE RESOLUTION”) BELOW FOR MORE INFORMATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF ENTERING THIS AGREEMENT.
3. Account Creation
Your account on Boombox gives you access to the services and functionality that we may establish and make available from time to time. We may maintain different types of Boombox accounts for different types of users. You may control certain aspects of your Boombox account profile and how you interact with the Services by changing the settings in your settings page. You acknowledge that you do not own your Boombox account.
You agree that any information you provide through account registration or in creating your profile is accurate, current, and complete, and you agree to update your information as necessary to maintain its truth and accuracy. You agree not to misrepresent any information about yourself in creating or using your account or profile. You also agree only to provide information that you have the right to provide.
You are solely responsible for the activity that occurs on your Boombox account, and you must keep your Boombox account password(s) strong and secure. You should notify us immediately of any breach of security or unauthorized use of your Boombox account. We will not be liable for any losses caused by any unauthorized use of your Boombox account.
Also, please note you are prohibited from creating an account for anyone other than yourself; and you may not use another user’s Boombox account without such user’s permission.
While we take steps to protect your data from unauthorized access, security is a team effort. You are responsible for keeping your password secret and secure, and we encourage you to update your password regularly.
By providing us with your email address, you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other marketing or advertising messages, such as changes to features of Boombox and special offers. If you do not want to receive such email messages, you may opt out or change your preferences by contacting Boombox Support at email@example.com or by clicking the unsubscribe link within each marketing or advertising message. Opting out will not prevent you from receiving Service-related notices.
You must be at least 16 years old to use the Services. If you are not 16 years of age, you may not access or use the Services. You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and gotten your parent or guardian to agree to these Terms on your behalf).
4. Content and General Guidelines
The Content You Submit
Please see Section 5 (“NFT Collectibles”) below with respect to how you can turn Your Content into NFT collectibles.
You also grant to Boombox a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by you relating to the operation of Boombox’s services.
We may use artificial intelligence or machine learning algorithms to analyze you or your personal information (including the Content you submit to the Services). This may allow us to improve the Services for our users. By agreeing to these Terms, you consent to Boombox’s use of artificial intelligence analysis and machine learning algorithms on you and your personal information (including the Content you submit to the Services).
You agree that Boombox may collect aggregated or other deidentified data related to or as a result of use of the Services. Boombox retains all right, title and interest in and to such data and any and all system performance data and machine learning (including machine learning algorithms and the results and output of such machine learning).
You represent and warrant that, with respect to all Your Content:
- (i) you own all right, title and interest in and to Your Content (including to all musical work rights and sound recording rights therein), or otherwise has sufficient rights, licenses, and consents for all purposes hereunder;
- (ii) Your Content, and Boombox’s use for all purposes contemplated hereunder, will not infringe or violate any laws, regulations, or third party rights (including, without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights);
- (iii) you have permission to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within Your Content, and to use such individual’s identifying or personal information (to the extent such information is used or contained in Your Content) as contemplated in this Agreement;
- (iv) to the extent you are the songwriter of any or all of the musical works, whether in whole or in part (e.g., as a co-writer), they have the full right, power, and authority to grant the rights set forth in this Agreement notwithstanding the provisions of any agreement they may have entered into with any performing rights organization (“PRO”) anywhere in the world (e.g., ASCAP, BMI or SESAC), or any music publisher, and that you are solely responsible for taking all steps necessary to inform such PRO or music publisher of the grant of a royalty free license to Boombox for the public performances and communications to the public of the musical works, and that no fees or payments of any kind whatsoever shall be due to any PRO or music publisher for the public performance or communication to the public of the musical works; and
- (v) no fees of any kind shall be due any third party (such as mechanical or performance royalties), including, but not limited to, any union, guild, non-featured vocalist or musician, engineer or producer, for the use, re-use, performance, or display of Your Content as authorized under this Agreement.
We take no responsibility and assume no liability for Your Content. You shall be solely responsible for Your Content and the consequences of posting it, publishing it, sharing it, or otherwise making it available on the Services. You shall be solely responsible and indemnify us for Your Content.
You acknowledge and agree that Boombox may reject, and remove from the Service, any Creative Assets, for any or no reason, without notice.
Our Intellectual Property Belongs to Us
Boombox’s Content is protected by copyright, trademark, patent, trade secret and other laws. As between you and Boombox, we own and retain all rights to the Boombox Content and the Services (and all intellectual property rights therein), including without limitation all software, algorithms, code and technology underlying and/or included in or with the Services, and any future developments, derivatives and enhancements of our Content and Services. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying Boombox’s Content and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit our Content.
The Boombox name and logo are our trademarks, and may not be copied, imitated or used, in whole or in part, without our prior written permission. In addition, all page headers, custom graphics, button icons and scripts are service marks, trademarks and/or trade dress of Boombox, and may not be copied, imitated or used, in whole or in part, without prior written permission.
The Services may allow you to copy or download certain Content; please remember that just because this functionality exists, doesn’t mean that all the restrictions above don’t apply – they do!
Conduct on the Services
Except as we otherwise agree in writing or to the extent a restriction is prohibited by law, you agree not to do, and not to assist, permit or enable any third party or Application (defined below) to do, any of the following:
- disassemble, reverse engineer, decode, or decompile any part of the Services;
- use any robot, spider, scraper, data mining tool, data gathering or extraction tool, or any other automated means, to access, collect, copy or record the Services;
- copy, rent, lease, sell, loan, transfer, assign, sublicense, resell, distribute, modify, alter, or create derivative works of any part of the Services or any of our Content or intellectual property;
- use the Services in a manner that impacts: (i) the stability of our servers; (ii) the operation or performance of the Services or any other user’s use of the Services; or (iii) the behavior of other applications using the Services;
- use the Services in any manner or for any purpose (including, without limitation, by providing Boombox with access to any Content) that: (i) violates or promotes the violation of any applicable law, regulation, legal requirement, contractual obligation, or right of any person including, but not limited to, intellectual property rights, rights of privacy, or rights of personality; (ii) is fraudulent, false, deceptive, or defamatory; (iii) promotes hatred, violence, or harm against any individual or group; (iv) otherwise may be harmful or objectionable (in our sole discretion) to us, our providers, our suppliers, or our users;
- overload, flood, spam, or mail-bomb the Service; or otherwise use the Service in a manner that interferes with or creates an undue burden on the Service, including by sending unsolicited communications, promotions, advertisements, or spam;
use or display the Services in competition with us, to develop competing products or services, for benchmarking or competitive analysis of Boombox, or otherwise to our detriment or disadvantage;
- attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from, the servers running the Services;
- transmit viruses, worms, or other software agents through the Services;
- impersonate another person or misrepresent your affiliation with a person or entity, hide or attempt to hide your identity, or otherwise use the Services for any invasive or fraudulent purpose;
- share passwords or authentication credentials for Boombox, or otherwise circumvent the measures we may use to prevent or restrict access to the Services or enforce limitations on use of the Services; or
- identify or refer to us or the Services in a manner that could reasonably imply an endorsement, relationship, or affiliation with or sponsorship between you or a third party and us, other than your permitted use of the Services under these Terms, without our express written consent.
You must not attempt to restrict another user from using or enjoying the Services and you must not encourage or facilitate violations of these Terms or any other Boombox terms.
We have implemented commercially reasonable technical and organizational measures designed to secure Your Content from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use Your Content for improper purposes. You understand that internet technologies have the inherent potential for disclosure. You acknowledge that you provide Your Content at your own risk.
You are solely responsible for your interaction with other users of the Services, whether online or offline. You agree that we are not responsible or liable for your conduct. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment when interacting with others, including when you submit or post Content or any personal or other information.
Third Party Links
Our Services may contain links to third-party websites, apps, services and resources (collectively “Third-Party Services”) that are not under Boombox’s control. We provide these links only as a convenience and are not responsible for the content, products or services that are available from Third-Party Services. You acknowledge sole responsibility and assume all risk arising from your use of any Third-Party Services.
Violation and Enforcement of These Terms
We reserve the right to refuse access to the Services to anyone for any reason at any time. We reserve the right to force forfeiture of any username or account for any reason. We may, but have no obligation to, remove, edit, block, and/or monitor Content or accounts containing Content that we determine in our sole discretion violates these Terms.
Service Changes, Suspension, and Termination
You may cancel your Boombox account at any time (by emailing us at firstname.lastname@example.org or, if available, through the Services), though we will be sorry to see you go. We may change the Services, stop providing the Services or features of the Services to you or to our users generally, or create usage limits for the Services. We may permanently or temporarily terminate or suspend your access to the Services without notice and liability, without cause or for any reason, including if in our sole determination you violate any provision of these Terms. Upon termination, you continue to be bound by these Terms.
5. NFT Collectibles
The Services may allow you to generate and sell ‘non-fungible tokens’ (“NFTs”) from Your Content. Each NFT is a unique cryptographic token (digital asset) that will be specifically associated with the applicable Your Content with respect to which the NFT is generated. NFT’s are generated on the blockchain (“Blockchain”) using ‘smart contracts’. Creative assets and metadata may be uploaded to, and stored on, the Interplanetary File System (“IPFS”). The IPFS is a protocol and peer-to-peer network for storing and sharing data in a distributed file system. NFTs, Blockchain, ‘smart contracts’ and IPFS can be complex to understand. Also, there are many good online resources to help explain them. We encourage you to take the time to learn more.
To the extent you elect to generate NFTs from Your Content via the Services, you grant Boombox a non-exclusive, perpetual, irrevocable, royalty free and fully paid-up (but subject to the revenue share expressly set forth in this Agreement below), right and license to: (i) generate NFTs for Your Content, and (ii) sell the NFTs to purchasers via the Services or third-party platforms that are interoperable with the Services.
You retain ownership of Your Content. You acknowledge that when an NFT is sold to a purchaser, the purchaser owns the NFT. The purchaser is free to resell or dispose of the NFT as they deem appropriate.
If any agreement you have with any third party, including, but not limited to a music publisher, union, or guild, whether by law or contract, prohibits or restricts you (in any manner) from granting Boombox the right and license set forth above, or making any of the representations and warranties set forth above or otherwise in this Agreement, you must not uploading Your Content to the Services and shall be responsible for indemnifying us as set forth herein.
Your Digital Wallet; Fees
To participate in the Services, Creators and Purchasers must have a digital wallet (“Digital Wallet”) – and link their Digital Wallet to the Service via a supported extension such as MetaMask (https://metamask.io/). A Digital Wallet allows you to purchase, store, and engage in transactions on the Ethereum Mainet. Once you submit an order to sell or purchase an NFT on the Services, your order is passed on to the applicable extension, which completes the transaction on your behalf.
BY MAKING A PURCHASE OR SALE, YOU AUTHORIZE BOOMBOX TO CHARGE OR CREDIT YOUR DIGITAL WALLET AS APPLICABLE.
As a creator of an NFT, you will be paid for primary and second sales of your NFTs as set forth here.
AS A PURCHASER, YOU ACKNOWLEDGE THAT ALL PURCHASES ARE FINAL (MEANING THEY CANNOT BE CANCELED). THERE ARE NO REFUNDS.
6. Splits Management
The Services may allow the assignment or license of rights to Compositions, Masters, or other Content, where you might be the assignor, assignee, licensor, or licensee. Any such assignment or license requires, and is only binding upon, receipt of E-Signatures from, as the case may be, the assignor and assignee or the licensor or licensee. For clarity, even if features of the Services enable you or others to show an allocation of interests in Compositions, Masters, or other Content, such as through a pie chart, no legal rights are affected unless and until the applicable parties agree via E-Signatures.
We rely on instructions from the project owner or project administrator and the information provided to Boombox; we do not make any independent determination of legal rights to any Content.
7. Electronic Signature Consent
You agree that your use of a keypad, mouse or other device to select an item, button, icon or similar act/action, or to otherwise provide Boombox, or in accessing or making any transaction regarding any agreement, acknowledgment, consent terms, disclosures or conditions constitutes your signature (hereafter referred to as “E-Signature”), acceptance and agreement as if actually signed by you in writing. E-Signature includes any other form of digital signature, including through third party platforms like DocuSign. You agree that your E-Signature is the legal equivalent of your manual signature. You also agree that no certification authority or other third party verification is necessary to validate your E-Signature and that the lack of such certification or third party verification will not in any way affect the enforceability of your E-Signature or any resulting contract between you and Boombox or any third party.
8. Fees and Payment Terms
Boombox offers both free and paid Services
For free Services, we reserve the right to withdraw such Services or charge or all of such Services in the future. We will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services.
If you choose to subscribe to a paid Service, you agree to pay the fees (“Fees”) as quoted to you when you purchase that Service. We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase. You are responsible for all charges related to using the purchased Service (for example, data charges and currency exchange settlements). You will pay the Fees in the currency Boombox quoted at the time of purchase. Boombox reserves the right to change the eligible currencies at any time, except where not permitted by applicable law.
Boombox reserves the right to change its prices at any time, however, if we have offered a specific duration and Fee for your use of the Service, we agree that the Fee will remain in force for that duration. After the offer period ends, your use of the Service will be charged at the then-current Fee(s). If you don’t agree to these changes, you must stop using the Service and cancel via email to email@example.com (with cancellation confirmation from a Boombox representative). If you cancel, your Service ends at the end of your current Service period or payment period, and no refunds for previously paid services will be issued.
If you do not cancel in accordance with these Terms, the subscription for the Service will automatically renew at the then-current price and term length for the next subscription period. We will charge your credit card on file with us on the first day of the renewal of the subscription period.
If you select a paid Service, you must provide us with current, complete, accurate and authorized payment method information (e.g. credit card information). You authorize us to charge your provided payment method for the Services you have selected and for any paid feature(s) that you choose. We may bill: (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) if you have elected a subscription service, on a recurring basis. To the extent Boombox has not received your payment, in order to bring your account up to date, we may bill you simultaneously for both past due and current amounts. If you do not cancel your account, we may automatically renew your Service(s) and charge you for any renewal term. You understand that failure to pay any charges or fees may result in the suspension or cancellation of your Services.
9. DMCA Copyright Notice
We respect artist and content owner rights, and it is our policy to respond to alleged copyright infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify our copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide all of the following information in writing:
- An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
- Identification of the copyrighted work that you claim has been infringed;
- Identification of the material that is claimed to be infringing and where it is located on the Service;
- Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and, e-mail address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
- A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to our DMCA Agent using the following contact information:
Boombox Interactive, Inc. (Attn: DMCA Agent)
Address: 23 Geary Street, Suite 600, San Francisco, CA 94108
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
Please note that the preceding requirements do not constitute legal advice. In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers. We may also at our sole discretion limit access to Boombox and/or terminate the Boombox accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
10. Reporting Copyright and Other IP Violations
We respect other people’s rights and expect you to do the same. If you repeatedly infringe other people’s intellectual property rights, we will disable your account when appropriate.
11. Music Contracts
NEITHER BOOMBOX, NOR THE SERVICES OR ANY STATEMENTS OR DOCUMENTATION PROVIDED BY BOOMBOX, IS INTENDED TO BE LEGAL ADVICE. ANY CONTRACTS PROVIDED BY BOOMBOX FOR YOUR USE WITH OTHER USERS OR ANY OTHER THIRD PARTY (“MUSIC CONTRACTS”) ARE PROVIDED FOR YOUR CONVENIENCE ONLY. NEITHER THE MUSIC CONTRACTS, NOR THE SERVICES OR ANY STATEMENTS OR DOCUMENTATION PROVIDED BY BOOMBOX, IS INTENDED TO REPLACE THE ADVICE OF A LEGAL PROFESSIONAL (SUCH AS YOUR ATTORNEY). BOOMBOX DOES NOT WARRANT THE MUSIC CONTRACTS ARE LEGALLY COMPLIANT OR SUFFICIENT. BOOMBOX MAKES NO WARRANTIES THAT THE MUSIC CONTRACTS ARE ENFORCEABLE IN ANY PARTICULAR JURISDICTIONS OR GEOGRAPHIES. YOU USE THE MUSIC CONTRACTS IN YOUR SOLE DISCRETION AND AT YOUR SOLE RISK.
12. Disclaimer of Warranties
THE SERVICES, INCLUDING, WITHOUT LIMITATION, Boombox CONTENT, ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER Boombox NOR ANY OF ITS EMPLOYEES, DIRECTORS, STOCKHOLDERS, CUSTOMERS, PARTNERS, MANAGERS, OFFICERS OR AGENTS (COLLECTIVELY, THE “Boombox PARTIES”) MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SERVICES; (B) THE Boombox CONTENT; (C) USER CONTENT; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO Boombox OR VIA THE SERVICE. IN ADDITION, THE Boombox PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.
The Boombox Parties do not represent or warrant that the Services will be error-free or uninterrupted; that defects will be corrected; or that the Services or the server that makes the Services available is free from any harmful components, including, without limitation, viruses. The Boombox Parties do not make any representations or warranties that the information (including any instructions) on the Services is accurate, complete, or useful. You acknowledge that your use of the Services is at your sole risk. The Boombox Parties do not warrant that your use of the Services is lawful in any particular jurisdiction, and the Boombox Parties specifically disclaim such warranties. Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimer may not apply to you to the extent such jurisdiction’s law is applicable to you and these Terms.
By accessing or using the Services you represent and warrant that your activities are lawful in every jurisdiction where you access or use the Services.
The Boombox Parties do not endorse content and specifically disclaim any responsibility or liability to any person or entity for any loss, damage (whether actual, consequential, punitive or otherwise), injury, claim, liability or other cause of any kind or character based upon or resulting from any content.
Users hereby give any consents required by law for the services to operate as set forth in these Terms.
13. Limitation of Liability; Waiver
EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE BOOMBOX PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE SERVICES; (B) THE BOOMBOX CONTENT; (C) OTHER CONTENT; (D) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICES; (E) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE BOOMBOX PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY’S USE OF THE SERVICE; (F) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (G) ANY ERRORS OR OMISSIONS IN THE SERVICE’S OPERATION; OR (H) ANY DAMAGE TO ANY USER’S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE BOOMBOX PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SERVICE). IN NO EVENT WILL THE BOOMBOX PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE BOOMBOX PARTIES TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00).
WITHOUT LIMITING THE FOREGOING, BOOMBOX HAS NO LIABILITY WITH RESPECT TO ANY MUSIC CONTRACTS (INCLUDING, WITHOUT LIMITATION, ANY LEGAL DEFICIENCIES THEREIN).BOOMBOX IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.
Unless prohibited by law, you agree to defend (at Boombox’s request), indemnify and hold the Boombox Parties harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, attorney’s fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities on the Services or those conducted on your behalf): (i) Your Content or your access to or use of the Services; (ii) your breach or alleged breach of these Terms; (iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (v) any misrepresentation made by you. You will cooperate as fully required by Boombox in the defense of any claim. Boombox reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of Boombox.
15. Disputes with Other Users
You acknowledge and agree that Boombox is under no obligation to become involved in any disputes between you and any other service users or third parties, such as purchasers of your NFTs (including, without limitation, for issues involving Music Contracts). If Boombox elects to help resolve any such dispute, it does so only as a courtesy. In the event that you have such a dispute, you release Boombox, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”
In the event you have a dispute with another user regarding a Music Contract or any other interactions via the Services, you agree to defend (at Boombox’s request), indemnify and hold the Boombox Parties harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, attorney’s fees and costs, arising out of or in any way connected with such dispute. You will cooperate as fully required by Boombox in the defense of any claim. Boombox reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of Boombox.
16. iPhone Application
These Terms apply to your use of the Services, including the iPhone application available via the Apple, Inc. (“Apple”) App Store (the “Application”), but the following additional terms also apply to the Application:
- Both you and Boombox acknowledge that the Terms are concluded between you and Boombox only, and not with Apple, and that Apple is not responsible for the Application or the Content;
- The Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Services;
- You will only use the Application in connection with an Apple device that you own or control;
- You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;
- In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;
- You acknowledge and agree that Boombox, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application;
- You acknowledge and agree that, in the event of any third party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, Boombox, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
- You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
- Both you and Boombox acknowledge and agree that, in your use of the Application, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; and
- Both you and Boombox acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third party beneficiary hereof.
17. Dispute Resolution
You agree that any dispute between you and Boombox arising out of or relating to these Terms, the Services, or any other Boombox products or services (collectively, “Disputes”) will be governed by the arbitration procedure outlined below.
Governing Law: These Terms and the resolution of any Disputes shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of laws principles.
Informal Dispute Resolution: We want to address your concerns without needing a formal legal case. Before filing a claim against Boombox, you agree to try to resolve the Dispute informally by contacting us at firstname.lastname@example.org. We’ll try to resolve the Dispute informally by contacting you through email. If a dispute is not resolved within 15 days after submission, you or Boombox may bring a formal proceeding.
We Both Agree To Arbitrate: You and Boombox agree to resolve any Disputes through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.
Opt-out of Agreement to Arbitrate: You may decline this agreement to arbitrate by contacting us at email@example.com within 30 days of first accepting these Terms and stating that you (include your first and last name) decline this arbitration agreement. Arbitration Procedures: The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in the United States county where you live or work, San Francisco, California, or any other location we agree to.
Arbitration Fees: The AAA rules will govern payment of all arbitration fees. If you cannot afford or otherwise do not want to pay arbitration filing, administrative, hearing and/or other fees and cannot obtain a waiver of fees, we will consider in good faith any request by you for us to bear the cost of those fees. We will pay any administration fee, arbitration fees and fees and charges of attorneys, experts and witnesses if and to the extent we are required to pay such fees and charges by law or in order to make this arbitration provision enforceable.
Exceptions to Agreement to Arbitrate: Either you or Boombox may assert claims, if they qualify, in small claims court in San Francisco, California or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or infringement of intellectual property rights (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.
No Class Actions: You may only resolve Disputes with Boombox on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed under our agreement.
Judicial Forum for Disputes: In the event that the agreement to arbitrate is found not to apply to you or your claim, you and Boombox agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of San Francisco County, California. Both you and Boombox consent to venue and personal jurisdiction there. We both agree to waive our right to a jury trial.
Limitation on Claims: Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Services must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.
YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
18. Governing Law & Venue
These Terms are governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law.
If any provision of these Terms is held to be unlawful, void, or for any reason unenforceable during arbitration or by a court of competent jurisdiction, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. Boombox’s failure to insist upon or enforce strict performance of any provision of these Terms will not be construed as a waiver of any provision or right. No waiver of any of these Terms will be deemed a further or continuing waiver of such term or condition or any other term or condition.
All legal notices to Boombox must be addressed in writing, and sent by registered or certified mail, to: 23 Geary St STE 600 San Francisco, CA 94108, Attn: Legal. If you have general questions regarding this Agreement or the Service, you may also email us as set forth in Section 19 (“Contact”) below.
Boombox may provide notices to you via account notification (through your Services account) or by email to any other address you provide.
20. Entire Agreement
These Terms constitute the entire agreement between you and Boombox and governs your use of the Service, unless you have a separate signed agreement with Boombox that states it supersedes these Terms. These Terms, including, without limitation, any limitations on liability set forth herein, shall remain in full force and effect notwithstanding any termination of your use of the Services.
You will not assign these Terms or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Boombox. Any purported assignment or delegation by you without the appropriate prior written consent of Boombox will be null and void. Boombox may assign these Terms or any rights hereunder without your consent.
If you have any questions about these Terms, please contact us at firstname.lastname@example.org.