Last Updated May 5, 2021
IMPORTANT NOTICE: THIS IS A LEGALLY-BINDING CONTRACT. THESE TERMS OF SERVICE AFFECT YOUR LEGAL RIGHTS AND WILL BE WHOLLY AGREED TO BY YOU THROUGH USE OF THE TUNETANK INC. WEBSITE AND/OR SERVICES. FURTHER, THESE TERMS OF SERVICE WILL WHOLLY GOVERN YOUR RELATIONSHIP WITH TUNETANK INC. AND YOUR USE OF ITS WEBSITE AND/OR SERVICES.
IF YOU DO NOT WHOLLY AGREE TO THE TERMS OF SERVICE HEREIN, DO NOT USE TUNETANK INC.’S WEBSITE OR SERVICES
These Tunetank Inc. Terms of Service (“Terms of Service”) govern Access To and Use* of the Tunetank Inc.’s (“Tunetank”) Website* and Services* by all Users and/or Customers* (or “You(r)”). These Terms of Service shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Massachusetts without reference to conflicts of law rules and principles.
By accessing and using the Tunetank Website and Services, You AGREE to be bound by and to ACCEPT these Terms of Service and all terms and conditions contained and/or referenced herein, as well as any additional terms and conditions set forth on the Website.
If You do NOT AGREE to any specific additional terms which apply to particular Content or to particular transactions concluded through the Tunetank Website or Services, then You should NOT use the part of the Website or Services which contain such Content or through which such transactions are concluded. When using or taking advantage of any Tunetank Services, should You visit another website or obtain any products, applications, or services from another entity or provider, whether free of charge or for payment, You will be subject that third-party’s guidelines and conditions applicable to such products, applications or services, and NOT those of Tunetank.
These Terms of Service will continue to apply until terminated by either You or Tunetank in accordance with these Terms of Service. If You want to terminate these Terms of Service with Tunetank, You may do so by: (a) notifying Tunetank at any time and (b) closing any User Profile(s) through which You take advantage of any Tunetank Services. Upon such request, Tunetank will terminate Your User Profile. Your notice should be sent to firstname.lastname@example.org. Tunetank reserves the right to terminate its legal agreement with You at its sole discretion. UPON TERMINATION OF THIS AGREEMENT YOU WILL NO LONGER BE AUTHORIZED TO USE OR TAKE ADVANTAGE OF TUNETANK SERVICES IN ANY WAY.
(For the full definitions list, please see Annex A]
Access and Use: The act of electronically visiting the Website and/or taking advantage of Services or any information provided by Tunetank.
Services: All Tunetank Services, including, but not limited to, all content, data, documents, graphics, information (whether or not User Content), products, text, and all other elements offered through the Website or any mobile application (app).
Users and/or Customers (“You(r)”): All individuals, partners, or groups, including all business, commercial, non-profit, organizations or entities in whatever form, whether legally recognized or not, who access and take advantage of the Tunetank Website or Services.
Website: The Tunetank website and the associated Services found at https://tunetank.com/.
For the avoidance of doubt, any Key Terms defined herein may be used cumulatively and together to affect the required meaning, e.g., “Website Services” includes both Key Terms “Services” and “Website” and should be read together to mean: Tunetank Website Services and Services in general.
These Terms of Service may be amended by Tunetank at any time upon notice through any of the following means: a posting on the main page of the Website, at or after You login to Your User Profile, or by e-mail to the address You provided when You set up Your User Profile. Your failure to provide or maintain accurate or current contact information in Your User Profile will not obviate Your responsibility to comply with these Terms of Service. Please check these Terms of Service regularly to ensure that You are aware of all terms governing Your use of the Website and Services. Specific terms and conditions, if and when unequivocally indicated by Tunetank, may apply to specific content, products, materials, Services or information contained on or available through this Website (the “Content”) or transactions concluded through this Website. Such specific terms may be in addition to these Terms of Service, or, where inconsistent, only to the extent that the Content or intent of such specific terms is consistent with these Terms of Service, and then such specific terms will prevail. Please check theses Terms of Service regularly to ensure that You are aware of all terms governing Your use of the Tunetank Website and Services.
Tunetank reserves the right to make changes or updates with respect to the Website, or to the Content or the format thereof at any time without notice. Tunetank also reserves the right to terminate or restrict access to the Website and Services or any portion thereof for any reason whatsoever at its sole discretion.
2. USER WARRANTIES AND OBLIGATIONS
2.1 Agreement of Use. You AGREE to use the Tunetank Website and Services only for purposes permitted by these Terms of Service as well as any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdiction(s). Specifically, You AGREE and warrant that in using Tunetank Website and Services, Your actions do not contravene the laws, rules, or regulations of (1) the country, state, or locality where You reside, or (2) the country, state, or locality where Tunetank is located or operates. This includes complying with applicable export and import restrictions as well as any other restrictions. The rights of any User licensed to use the Services cannot be shared or used by more than one individual. No part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means, except as expressly provided herein;
2.2 Prohibited Conduct. You AGREE not to access (or attempt to access) Tunetank Services by any means other than through the means provided by Tunetank or its Authorized Partners. You AGREE to make every reasonable effort to prevent third parties not authorized by Tunetank from accessing the Services. You AGREE not to access (or attempt to access) the Services by way of automated means and that You will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services). Specifically, You AGREE that You will not:
- Share Your Login ID or password for purposes of another’s use;
- Use or attempt to use another User’s User Profile, password, or username;
- Remove or modify any Website markings, watermarks, or any notice of Tunetank or its affiliates’ and/or Artists’ proprietary rights;
- Modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services, or access or use the Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to Tunetank;
- Disrupt or interfere with any other User’s enjoyment of the Website and Services or affiliated or linked sites;
- Upload, post, or otherwise transmit through the Website and Services any computer codes, viruses or other harmful, disruptive, or destructive files;
- Access or attempt to access any Content or User Content which You are not authorized to access under the terms herein;
- "Stalk", harass, threaten, or defraud other users or Post inflammatory statements to get responses;
- Send, post, or make available pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, or otherwise inappropriate messages to other users;
- Make unsolicited offers, advertisements or proposals; or send chain letters, unsolicited email, SMS, “spam” or other junk messages;
- Use the Tunetank Website or Services for any illegal or unlawful purpose;
- Use the Tunetank Website or Services in any manner that in our sole discretion could damage, disable, overburden, or impair it or interfere with any other party’s use and enjoyment of the Tunetank Website or Services;
- Disrupt or interfere with the security of, or otherwise cause harm to the Website, Services, Content, User Content, system resources, accounts, passwords, servers, or networks connected to or accessible through the Website and Services or any affiliated or linked sites.
3. ARTISTS AND SUBSCRIPTION
3.1 Your Use of Tunetank. You are granted a revocable, limited, non-exclusive, non-transferrable, and non-sublicensable license (the “Tunetank License”) to use the Tunetank Website and Services, so long as Your use of such Website and Services are expressly permitted in these Terms of Service and applicable Distribution Agreement. Tunetank reserves the right to immediately revoke Your Tunetank License upon the breach of these Terms of Service and/or the Distribution Agreement, or upon a good faith belief that Your use of Tunetank Services will be injurious to Tunetank, others, Users, the public, or in violation of these Terms of Service. Additionally, this Tunetank License is not a sale of any of Tunetank intellectual property owner’s rights.
3.2 Licensing Recordings. Once you create a User Profile, (a) if you have a free account, you will be able to license Recordings for your use pursuant to the Free License found at https://tunetank.com/legal/licenses; (b) if you have paid for a Premium Subscription, you will you will be able to license Recordings for your use pursuant to the Premium License found at https://tunetank.com/legal/licenses.
4. USER PROFILE
4.1 User Profile. You may sign up for a personalized Profile (“User Profile”) with Tunetank in order to access the full range of features offered by the Website and Services. In creating Your User Profile, You AGREE to submit accurate, current, and complete information and keep this information frequently updated. Tunetank reserves the right to suspend or terminate User Profiles which it suspects are used in contradiction to these Terms of Service and/or contain information that is untrue, inaccurate, not current, or incomplete. When You create Your User Profile, You will choose a personal, non-transferable username and password. User Profiles may not be “shared” or used by more than one individual. After You ACCEPT these Terms of Service and Your User Profile registration has been accepted by Tunetank, Your User Profile will be established. You are solely responsible for any and all activities that occur under Your User Profile, whether or not such use was authorized by You.
4.3 User Profile Actions. In creating Your User Profile (including the creation of an avatar, banner, images, track previews, etc.), You AGREE to full responsibility involving any and all copyright or trademark infringement claims stemming from the creation and customization of Your User Profile. You AGREE and understand that You alone are responsible for maintaining the confidentiality of all usernames and passwords associated with any User Profile You use to access the Website and Services. You will be held accountable for all activities that occur under your User Profile. Additionally, You may not use a User Profile that belongs to someone else at any time without the permission of that Profile holder. Tunetank is not liable for any harm caused or related to the theft or misappropriation of Your username, password, User Content, disclosure of Your username or password, or Your authorization of anyone else to use Your username or password. However, You could be held liable for losses incurred by Tunetank, another User or any third party due to misappropriation and use of Your User Profile. If You become aware of any unauthorized use of Your User Profile, please notify Tunetank immediately at email@example.com.
5. CUSTOMER PAYMENT TERMS AND COST
5.1 Costs. Subject to the Free License found at htps://tunetank.com/legal/licenses there is no cost to to use the Tunetank Website or Services unless the Customer purchases a Premium Subscription. Along with the costs, the rights and services associated with a Premium Subscription are outlined in detail on the Tunetank website at htps://tunetank.com/legal/licenses
5.2 Payment. Tunetank accepts only credit/debit card payments (from the providers as listed on the Website) and payments through PayPal and such other payment processing services as may be added from time to time. In the case that Your payment fails to process for whatever reason, Your right to use any User Content stemming from this failed transaction is immediately revoked until full satisfaction of payment to Tunetank.
5.3 No Refunds. All ORDERS and PURCHASES of Tunetank Services, licenses, content, and subscriptions are FINAL provided that if you have notified Tunetank within 48 hours of purchase as to a technical defect relating to said purchase, and Tunetank has not resolved such technical issues within five (5) business days, Tunetank will issue a full refund (at no extra charge) in which case Your order will be processed and refunded via Your original method of payment and within fifteen (15) business days.
6. USER CONTENT
6.2 User-Uploaded Content. Tunetank allows Users to upload User Content only through a direct upload from a computer. Tunetank shall not be responsible for any corruption of files, loss of data, breach of security, hacks, viruses, or any similar compromises of data You experience; this liability will solely fall upon the User and/or any third-party platform or service said User uses in order to upload User Content onto the Tunetank Website, App, or for Services. Tunetank does not control, is not responsible for, and makes no representations or warranties with respect to any User Content. You are solely responsible for Your access to, use of and/or reliance on any User Content. You must conduct any necessary, appropriate, prudent or judicious investigation, inquiry, research, and due diligence with respect to any User Content. It is Your responsibility to investigate the licensing of any User Content prior to using such User Content in any way and to ensure that Your use of any such User Content complies with all applicable laws, licensing requirements and does not infringe any third-party proprietary rights. You are also responsible for any content that You post or transmit as well as all content posted or transmitted through or by use of Your User Profile.
6.3 User Content Ownership. Except as provided in the following paragraph, Tunetank acknowledges and agrees that it claims no ownership or control, nor does it obtain any right, title, or interest from You under these Terms or to any User Content that You post, submit, or upload to the Tunetank Website or through its Services, including any intellectual property rights in Your User Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless otherwise agreed between the Parties, You retain copyrights and any other rights You already hold in Your User Content. You alone are responsible for protecting those rights, as appropriate, and You AGREE that You are responsible for protecting and enforcing those rights and that Tunetank has no obligation to do so on Your behalf. Tunetank reserves the right to retain a copy of all User Content that you post, upload, or submit to the Tunetank Website or through its Services. This retained content, data, or User Content will be for the benefit of Tunetank to better experiences and services for users, monitor compliance with these rules, protect itself, Users, and other licensors and licensees’ legal rights, or for any other good faith purposes as Tunetank sees fit.
6.4 Prohibited User Content. Types of User Content prohibited from the Website and Services includes but is not limited to: (1) illegal content; (2) content relating to the creation, advertising, distribution, or receipt of illegal goods or services; (3) offensive content (including, without limitation, defamatory, threatening, or pornographic content); (4) content that discloses another person’s personal, confidential, or proprietary information; (5) fraudulent content; (6) malicious content such as malware or spyware; or (7) content that offers, promotes, advertises or provides links to unsolicited products or services.
7. YOUR WARRANTIES
YOU HEREBY WARRANT THAT: (i) ALL INFORMATION PROVIDED BY YOU TO TUNETANK IN CONNECTION WITH THE WEBSITE, AND THE SERVICES IS TRUE, ACCURATE, CORRECT, AND UP TO DATE; (ii) YOU HAVE FULL POWER AND AUTHORITY TO ENTER INTO THESE TERMS OF SERVICE; (iii) YOU ARE OF LEGAL AGE (18 YEARS OLD) TO FORM A BINDING CONTRACT WITH TUNETANK; (iv) YOU WILL SEEK ALL NECESSARY GOVERNMENTAL APPROVALS REQUIRED TO EFFECTUATE THESE TERMS OF SERVICE; (v) YOU SHALL PERFORM ALL OF YOUR OBLIGATIONS UNDER THESE TERMS OF SERVICE IN ACCORDANCE WITH APPLICABLE LAWS, RULES, AND REGULATIONS; AND (vi) YOUR USER MATERIALS, USER CONTENT, EDITORIAL, TEXT, GRAPHIC, AUDIOVISUAL, AND OTHER CONTENT THAT YOU SUBMIT TO TUNETANK OR MAKE AVAILABLE TO OTHER USERS OF THIS WEBSITE DO NOT: (1) INFRINGE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY; (2) CONSTITUTE DEFAMATION, LIBEL OR OBSCENITY; (3) RESULT IN ANY CONSUMER FRAUD, PRODUCT LIABILITY, BREACH OF CONTRACT TO WHICH YOU ARE A PARTY OR CAUSE INJURY TO ANY THIRD PARTY; (4) PROMOTE VIOLENCE OR CONTAIN HATE SPEECH; (5) VIOLATE ANY APPLICABLE LAW, STATUTE, ORDINANCE, OR REGULATION; OR (6) CONTAIN ADULT CONTENT OR PROMOTE ILLEGAL ACTIVITIES.
Any and all products downloaded or purchased from this Website and Services may be subject to United States export controls. You or Your representatives AGREE that You and Your End Users are not nor will be at any time in the future (i) located in a country embargoed by the United States, (ii) the target of any sanctions program that is established by Executive Order of the President or published by the Office of Foreign Assets Control, U.S. Department of the Treasury (OFAC); (iii) designated by the President or OFAC pursuant to the Trading with the Enemy Act, 50 U.S.C. App. § 5, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06, the Patriot Act, Public Law 107-56 or any Executive Order of the President issued pursuant to such statutes; or (iv) named on the following list that is published by OFAC: “List of Specially Designated Nationals and Blocked Persons”; (v) or if the undersigned is an individual or a company, named on the U.S. Treasury Department’s list of Specially Designated Nationals (SDN); or (vi) on the United States Commerce Department’s Table of Deny Orders.
8. INTELLECTUAL PROPERTY (IP); LINKING
8.1 Sole Ownership of IP Rights. The Tunetank Website, in its entirety (except for User Content), including the Tunetank Website name and logo, and all other Tunetank Services Content, site design, text, data, interfaces, product and service names, design marks, logos, button icons, legends, images, photographs, music, audio or video clips, titles, page headers, graphics, software and the selection, expression, structure, arrangement, coordination, enhancement and presentation of said elements, as well as the “look and feel” of the Tunetank Website (including color combinations, layout, design and all other graphical elements), are the sole property of Tunetank and/or its authorized affiliates. The foregoing elements of Tunetank are protected by any and all U.S. and international copyright, service mark, and trademark treaties, laws, regulations, and rules and may not be copied, used or re-used for any purpose not expressly authorized in these Terms of Service, without Tunetank’s prior written permission. You acknowledge that these rights are valid and protected in all forms, media, and technologies existing now or hereinafter developed. Material published by Tunetank on the Tunetank Website may contain other proprietary notices or describe products, services, processes, or technologies owned by Tunetank to which the same such protections and rights discussed above will exist, unless such material is rightly owned by a third party.
8.2 Use of Tunetank IP. Nothing in these Terms of Service or through the use of Tunetank Services shall be construed as granting You a license to use such material under any copyright, service mark, trademark, patent or other intellectual property right of Tunetank or any other third party, except as otherwise granted herein. Similarly, unless otherwise specifically provided herein or authorized by Tunetank in writing, all rights in the Website, Services, and Content not expressly granted to You is reserved by Tunetank. Pursuant to the Tunetank License and other licenses granted herein, You AGREE not to copy, republish, frame, or make available for assign, download, distribution, lease, license, loan, modification, rent, sale, sublicense, transmission, reverse engineering, or creation of derivative works based on the Content, Website, Tunetank, or Services, other than in conjunction with the Services offered by Tunetank. You also AGREE to not delete nor change any attribution or proprietary rights notices in any Tunetank or User Content.
8.5 Linking to Website. Linking to this Website is permitted provided that You comply with the following rules. You may link to the home page of this Website or to any other page of this Website. However, You are not allowed to use in-line linking (or hot-linking) or framing. You must not imply that Tunetank endorses or sponsors the linker or its website, products or services. You must not use Tunetank intellectual property, including, but not limited to, trademarks, trade names, and copyrights without advance written permission from Tunetank. Furthermore, You AGREE to remove the link at any time upon Tunetank’s request.
9. TUNETANK WARRANTIES AND DISCLAIMERS
9.1 SERVICES “AS IS” AND “AS AVAILABLE.” EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION, ALL CONTENT AND/OR SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” THE USE OF THE TUNETANK WEBSITE, SERVICES, OR THE DOWNLOADING OR OTHER USE OF ANY PRODUCTS THROUGH THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM SUCH ACTIVITIES. TUNETANK HEREBY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, OR AS TO THE OPERATION OF THIS WEBSITE, SERVICES OR THE CONTENT. TUNETANK DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS AS TO THE SECURITY OF THIS WEBSITE, THE SERVICES, OR CONTENT. YOU ACKNOWLEDGE THAT ANY INFORMATION SENT MAY BE INTERCEPTED IN TRANSMISSION OR OTHERWISE. TUNETANK DOES NOT WARRANT THAT THE WEBSITE, SERVICES, CONTENT, OR THE SERVERS WHICH MAKE THIS WEBSITE AVAILABLE OR ELECTRONIC COMMUNICATIONS SENT BY TUNETANK ARE FREE FROM VIRUSES OR ANY OTHER HARMFUL ELEMENTS.
9.2 NO LIABILITY. IN NO EVENT SHALL TUNETANK OR ANY OF ITS PARTNERS OR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, CONTRACT, REVENUE, DATA, INFORMATION OR BUSINESS INTERRUPTION). THIS REFUSAL OF LIABILITY SHALL EXIST UNDER ANY THEORY OF LIABILITY RESULTING FROM, ARISING OUT OF, OR IN CONNECTION WITH THE USE OF, OR INABILITY TO USE, THIS WEBSITE OR SERVICES, OR THE CONTENT, PRODUCTS, SERVICES, STATEMENTS, OR ACTIONS OF ANY THIRD PARTY ON OR THROUGH THIS WEBSITE AND SERVICES, ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSION OR DATA, ANY INFORMATION THAT IS SENT OR RECEIVED, OR NOT SENT OR RECEIVED, ANY FAILURE TO STORE DATA, ANY LOSS OF DATA, LOSS OR DAMAGE TO FILES, LOSS OR DAMAGE TO THE CONTENT, OR ANY SERVICES AVAILABLE THROUGH THE WEBSITE THAT ARE DELAYED OR INTERRUPTED, EVEN IF TUNETANK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY ACTION BROUGHT AGAINST TUNETANK PERTAINING TO OR IN CONNECTION WITH THIS WEBSITE AND SERVICES MUST BE COMMENCED AND NOTIFIED TO TUNETANK IN WRITING WITHIN ONE (1) YEAR AFTER THE DATE THE CAUSE FOR ACTION AROSE. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT THAT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
10. CLAIMS OF COPYRIGHT AND TRADEMARK INFRINGEMENT
10.1 Copyright. To report the infringement of Your copyright or to file a Digital Millennium Copyright Act take-down notice, please follow the instructions found at https://tunetank.com/legal/dmca
10.2 Trademark Infringement Notice. Tunetank recognizes the importance of trademarks and takes allegations of trademark infringement very seriously. If You are the trademark owner (or the authorized representative of the owner), You can report a claim of trademark infringement to Tunetank at firstname.lastname@example.org. While Tunetank does not adjudicate disputes between parties in connection with trademark infringement or any other matter, Tunetank will make good faith effort to address Your concerns, including (in some instances) removing the infringing content or disabling access to the infringing content. However, in order to be assured that the claimed content is indeed infringing, Tunetank may require proof from You, such as, for example a trademark registration or a court order finding trademark infringement. Some services or products on the Website are created and operated by third-party developers or service providers. As such, Tunetank does not have the ability to control the content made available through these applications or services. If You believe Your trademark has been infringed by a third-party service provider and not Tunetank, You should contact the third party directly with Your concerns.
11. SUPPLY AND RIGHT TO SERVICE
Tunetank expressly reserves the right to immediately change, discontinue, limit, or suspend Your Services at any time. If the Website and Services are not available for any period or any time, Tunetank shall not be liable. Tunetank gives no warranties as to the accessibility, performance, or availability of its Website or Services. Temporary suspension of access to the Website or Services may occur without notice at Tunetank’s sole discretion including, without limitation, in the case of repair, maintenance, system failure, or for reasons beyond our control. Tunetank reserves the right to suspend the operation of its Website or Services but will only do so on a good faith basis. You AGREE that neither Tunetank nor its third-party providers will be liable to You in any way for the termination, suspension, interruption, or delay of Your Services, Products, or access to the Tunetank Website. The Website and Services may contain references to specific Tunetank products and services that may not be (readily) available in a particular country. Any such reference does not imply or warrant that any such products or services shall be available at any time in any particular country.
You hereby AGREE to indemnify and hold harmless Tunetank, its affiliates, officers, directors, agents, and employees, from any expense, loss, claim, damage, fine, penalty, or liability, which includes reasonable attorney fees and other professionals’ costs, which are payable under any judgment, verdict, court order or settlement, to the extent resulting from any claim, demand, action, suit, arbitration, or other proceeding initiated by any third party, including the assessment, claim or demand by a governmental agency or entity, arising out of User Content or Your breach of any representation, warranty, obligation, or covenant of these Terms of Service. Tunetank retains the exclusive right to compromise, pay, and settle, without Your consent, any and all claims or causes of action that are brought against Tunetank. Tunetank also reserves the right, at Your expense, to assume the exclusive control or defense of any matter for which You are required to indemnify Tunetank and You AGREE to cooperate with the defense of these claims. You AGREE not to settle any matter in which Tunetank is named as a defendant and/or for which You have indemnity obligations hereunder, without Tunetank’s prior written Consent. Tunetank will use all reasonable efforts to communicate with and notify You of any such action, claim, or other proceeding in an acceptable and timely manner.
13.1 Assignment. Tunetank may assign or delegate these Terms of Service, in whole or in part, to any person or entity at any time with or without Your consent. You, however, may not assign or delegate any rights or obligations under these Terms of Service without Tunetank’s prior written consent, and any unauthorized assignment and delegation by You shall be void and ineffective.
13.3 Agreement to Deal Electronically. All transactions with or through the Website or Services will be conducted and executed electronically. Tunetank may keep records of any type of communication conducted via the Website or Services. You AGREE to receive electronic communications from Tunetank, which shall include all agreements, disclosures, and notifications, and that such communications will always be in writing. All electronic records are deemed sent when they are properly addressed to the recipient and the record enters an information processing system outside the control of the sender or the record enters a region of an information processing system under the recipient's control. All electronic records are received when the record enters an information processing system that the recipient has designated or uses for the purpose of receiving electronic records or information of the type sent, in a form capable of being processed by that system, and from which the recipient is able to retrieve the electronic record.
13.4 Injunctive Relief. You acknowledge and AGREE that any violation or breach of these Terms of Service may cause Tunetank immediate and irreparable harm and damage. As a result, Tunetank has the right to, and may in its sole discretion, immediately obtain preliminary injunctive relief (including, without limitation, temporary restraining orders) and seek permanent injunctive relief against You regarding any violation or breach of these Terms of Service. In addition to any and all other remedies available to Tunetank in law or in equity, Tunetank may seek specific performance of any term in these Terms of Service.
13.5 Force Majeure. With the exception of payment obligations, neither You nor Tunetank will be liable for the failure to abide by or to perform an obligation under these Terms of Service, to the extent that such failure is caused by a force majeure event. A force majeure event includes acts of God, action by a governmental entity, civil disturbances, loss of electricity and/or telecommunications, natural disasters, strike, terrorism, war, or any other such extreme event beyond the reasonable control of either You or Tunetank.
13.6 Severability. These Terms of Service will be enforced to the fullest extent permitted by applicable law. If for any reason any provision of these Terms of Service is held to be invalid or unenforceable under applicable law, then (a) such provision will be interpreted, construed, or reformed to the extent necessary to render the same outcome as attempted in the original writing (or as close thereto as possible); and (b) such invalidity or unenforceability will not affect any other provision of this Agreement. However, if any material limitation or restriction is deemed illegal, invalid, or otherwise unenforceable in regards to the Tunetank License(s) any licenses hereunder will immediately terminate.
13.7 Waiver; Terms of Service Rights. In the case Tunetank or You waive any breach or rights under these Terms of Service, this waiver will affect only that particular situation and will not waive any other future breach. Additionally, the failure of Tunetank to enforce these Terms of Service under strict performance will not be construed as a waiver of Tunetank’s rights and remedies, herein, nor shall the particular failure to enforce said situation stand as precedent that Tunetank does not enforce these Terms of Service under strict performance. Tunetank fully intends to enforce these Terms of Service in strict performance, however, Tunetank reserves the right to enforce and waive breaches, remedies, and rights on a case-by-case basis. Any such waiver, as discussed above, must be made in writing and executed by Tunetank, and when appropriate You, in order for any effect to be given to said waiver. No waiver will be effective without Tunetank’s authorized signature, and when Your signature is required, no waiver also will be effective without Your authorized signature, unless Tunetank can prove reasonable efforts were given or bad faith is at issue.
13.8 Governing Law and Jurisdiction. These Terms of Service shall be governed by and construed and enforced in accordance with the laws of the of the Commonwealth of Massachusetts without reference to conflicts of law rules and principles. In the event of a dispute arising from or relating to the subject matter of these Terms of Service, suit may be brought only in the United States District Court for the District of Massachusetts, provided that, in the event that suit may not be brought in the United States District Court for District of Massachusetts, suit may be brought in any court of competent jurisdiction within the Commonwealth of Massachusetts. The Parties further agree to submit to the personal jurisdiction of any such court in the Commonwealth of Massachusetts for purpose of adjudicating any dispute arising from or relating to the subject matter of this Agreement and Parties agree to accept service of process in connection with any such suit. You AGREE to the exclusive jurisdiction of the courts of the Commonwealth of Massachusetts for any claim or cause of action arising out of, relating to, or in connection with these Terms of Service or the Website or Services, provided that such exclusivity does not apply to legal actions initiated or brought by Tunetank. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods (CISG), the application of which is expressly excluded.
13.9 Entire Agreement. These Terms of Service, including if not superseded by the most recent version (by calendar date of implementation) of Tunetank’s Terms of Service, constitute the entirety of the agreement between Tunetank and You to access and use the Tunetank Website and Services. No waivers will be given effect that are not in writing, and likewise, no other documents shall be consulted or are necessary in interpretation of this agreement between Tunetank and You, besides these Terms of Service. This agreement and all documents and communications related thereto are and will be written in English. Unless allowed for and excepted by these Terms of Service, the agreement between You and Tunetank is wholly contained, herein.
TUNETANK DOES NOT BEAR ANY RESPONSIBILITY NOR ASSUMES ANY RISKS IF BY ANY REASON A PRODUCT OR A SERVICE MADE AVAILABLE ON THIS WEBSITE BREACHES NATIONAL LAW OF ANY COUNTRY. THOSE WHO ACCESS THE WEBSITE OR SERVICES DO SO AT THEIR OWN INITIATIVE AND ARE RESPONSIBLE FOR COMPLIANCE WITH THEIR NATIONAL LAWS.
Copyright © 2018-2021 Tunetank Inc. All rights reserved. The Website and Services and accompanying products and documentation are the copyrighted property of Tunetank Inc. and/or its affiliates and licensors and protected by copyright laws and international intellectual property treaties. Tunetank™, related logo, and all related product and service names, design marks and slogans are the trademarks and/or registered trademarks of Tunetank Inc. All other product and service marks contained herein are the trademarks of their respective owners. Any use of the Tunetank™ or third-party trademarks or logos without the express prior written consent of Tunetank Inc. or the applicable trademark owner is strictly prohibited.