Tone.Net TERMS AND CONDITIONS OF USE
Effective December 23, 2021
IMPORTANT NOTICE FOR RESIDENTS IN NORTH AMERICA ONLY: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED BELOW.
This Terms of Use is an agreement between you and IK Multimedia Production Srl (referred to in these Terms of Use as “IK Multimedia,” “the Company,” “we,” “us” and “our”). Together with our Privacy Notice this Terms of Use (collectively, the “Terms of Use” or “Agreement”) applies to your use of the Tone.net service provided by the Company through the website located at www.Tone.net (the “Platform”). We prepared these Terms of Use to help explain the terms that apply to your use of the Platform.
By accessing or using the Platform in any manner, including, but not limited to, visiting or browsing the Platform, or contributing Content (defined below) to the Platform, you agree to be bound by this Terms of Use. You are only authorized to use the Platform if you agree to abide by all applicable laws and to this Terms of Use. Please read this Agreement carefully. If you do not agree to be bound by the Agreement, you should stop using the Platform immediately.
1. Limited License; Our Intellectual Property Rights
The Company solely and exclusively owns the Platform and reserves all rights in and to the Platform. Subject to your agreement to this Terms of Use, we grant you a limited, non-exclusive license to use the Platform for your own personal, non-commercial use solely for the following activities:
(i) View, listen to, share, and download Content (defined as any and all files, text, photos, images, graphics, comments and other content made available to or via the Platform) uploaded and posted on the Platform using the Platform's features;
(ii) Upload or post Content to the Platform and keep it available on the Platform to the extent strictly permitted by these Terms of Use;
(iii) Use the Platform to the extent strictly permitted by these Terms of Use.
You agree to abide by this Agreement in its entirety for as long as you use the Platform. You acknowledge and accept that the Company has the right, in its sole discretion, to deactivate your account at any time and for any reason, including if you breach this Agreement.
2. Prohibited Uses
You may use the Platform only for lawful purposes and in accordance with the Terms of Use. While using the Platform, you agree that you will not:
(i) Use the Platform for any unlawful purposes, or that could violate, or encourage the violation of, any applicable federal, state, local, or international law or regulation;
(ii) Falsely impersonate any person or entity, or otherwise misrepresent your affiliation with a third-party;
(iii) Upload, adapt, copy, republish, make available or otherwise communicate to the public, distribute, or otherwise use or exploit any Content on or from the Platform at any time, unless you own all necessary rights to use the Content in relation with the Platform;
(iv) Change the basic melody or fundamental character (i.e., language of lyrics) of any third-party musical works used by you to create Content that you upload to the Platform;
(v) Upload, adapt, copy, republish, make available or otherwise communicate to the public, distribute, or otherwise use or exploit any Content on or from the Platform at any time using a third-party musical work that has not been previously recorded and released in the United States with the authorization of the copyright owner;
(vi) Upload any Content to the Platform in which you do not own all intellectual property rights, including copyrights;
(vii) Modify or remove any trademark or copyright notice or reservation of copyrights from any Content;
(viii) Copy or adapt (or allow any third party to copy or adapt) the code of the Platform, or reverse engineer, disassemble, decompile, modify or attempt to discover any source code or object code of any element of the Platform;
(ix) Upload, post, archive, or make available to the public:
- Any Content that is offensive, defamatory, pornographic, false, or obscene, that promotes or incites violence, terrorism, unlawful acts or hatred on grounds of race, ethnicity, cultural identity, religious belief, disability, gender or sexual orientation;
- Any information, Content or other material that constitutes an infringement, misappropriation, counterfeit, or false or misleading designation of origin including, without limitation, copyright, trademark, right of privacy or publicity, right of confidentiality of information and any other right;
- Any Content constituting a breach of contract;
- Any material of any kind whatsoever that contains any virus, Trojan, spyware, adware, malware, bot, time bomb, worm or other harmful or malicious component that might overload, damage or stop the operation of the Platform or the servers or networks comprising or connected to it, or which restricts or inhibits (or which might restrict or inhibit) any other User's use and enjoyment of the Platform; or
- Any unsolicited or unauthorized advertising or promotional message, junk mail, spam message, chain letters, pyramid schemes, requests for money, petitions for signature, or any other form of commercial Content or solicitation;
(x) Use the Platform for any commercial purpose;
(xi) Use, or attempt to use, the account, password, or other information of another user of the Platform without express permission;
(xii) Otherwise interfere with, or attempt to interfere with, the proper working of the Platform.
Actions by you that violate any of the above Prohibited Uses for the Platform may result in immediate deactivation of your account used to access the Platform, as well as civil or criminal proceedings against you.
3. Content You Upload To The Platform
You agree that you are solely responsible for all Content uploaded, posted or distributed by you on the Platform.
When uploading content to the Platform, you agree to use best efforts to provide the metadata requested by the Company, including, at a minimum: the name of the musical work that you used to create the Content, the name of the sound recording (if different than the underlying musical work) that you used to create the Content, the name of copyright owner of the sound recording that you used to create the Content, and the name(s) of any featured performing artist(s) in the Content.
4. Your License To Us
By uploading or posting Content to the Platform, you grant us a limited right, on a non-exclusive basis and for the whole world, without payment of any consideration or royalty and to be understood as having already been fully remunerated, to use, copy, listen, adapt, make available or otherwise communicate the Content to the public.
In addition, by uploading Content to the Platform, you also grant a non-exclusive, worldwide, limited right, without payment of any consideration or royalty and to be fully remunerated, to other users of the Platform to use, copy, listen to and adapt Content uploaded by you using the features of the Platform.
Notwithstanding the foregoing, nothing in these Terms of Use grants any rights to any other user of the Platform in relation to any proprietary name, logo, trademark or service mark in Content uploaded by you, or any other user, to the Platform.
The license you grant described above is without limit on time and is irrevocable, and will remain in effect regardless of the termination, deactivation, or lapse in use of your account for the Platform.
5. Representations and Warranties
By accepting these Terms of Use, you represent and warrant that:
(i) All information that you provide to us, including to create an account to access the Platform, is correct, current, and complete;
(ii) You are over 18 years of age;
(iii) The Content that you upload to the Platform, and each and every part of it, constitutes an original work created by you, i.e. for which you have obtained all relevant rights, licenses, consents and permissions necessary to use the Content at all times and for all the time of such use;
(iv) You authorize IK Multimedia to use the Content that you upload to the Platform as set forth in this Terms of Use;
(v) You have obtained any consent, authorization and/or release that may be required from any person appearing in the Content to include his or her name, voice, performance or image in the Content and to publish the Content on the Platform and/or through the any third-party sites linked to the Platform;
(vi) The Content you upload to the Platform does not infringe or violate the rights of any third party now, nor will it do so in the future, including without limitation any intellectual property rights;
(vii) The Content you upload to the Platform does not and shall not give rise to any liability on the part of IK Multimedia.
For the avoidance of doubt, the Company reserves the right to remove any Content, discontinue or deactivate your access to the Platform and/or initiate any legal action it deems appropriate against you if you breach any of the above representations or warranties or this Agreement or otherwise upload Content that infringes the rights of third parties or violates any law, rule or regulation.
6. Our Management of the Platform; User Misconduct
To the maximum extent permitted by law, neither IK Multimedia, nor its subsidiaries, affiliates, assignees, or successors in title undertake any liability whatsoever that may arise from any content uploaded to the Platform by users or any dispute relating to the completeness, accuracy, actuality or reliability of any information provided by users of the Platform. By using the Platform, you irrevocably waive the right to assert any claim against the Company arising from the Content uploaded to the Platform or the conduct of other users of the Platform.
Notwithstanding the fact that IK Multimedia has no legal obligation to monitor content on the Platform, IK Multimedia reserves the right to block, remove or delete any content at any time and to limit or restrict access by the User to any content for any reason whatsoever.
We reserve the right, but do not undertake the obligation to: (A) report to law enforcement authorities and/or take legal action against anyone who violates this Terms of Use; and/or (B) manage the Platform in a manner designed to protect our, our users’, and third parties’ rights and property or to facilitate the proper functioning of the Platform.
WITHOUT LIMITING ANY OTHER PROVISION OF these Terms of USE or any remedy we may have under law or in equity, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION, AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF the PLATFORM TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF THIS AGREEMENT, OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN This Terms of Use, OR OF ANY APPLICABLE LAW OR REGULATION.
7. Third-Party Sites
Our Platform may contain links to third-party sites that are not owned or controlled by us. We have no control over, assume no responsibility for, and do not endorse or verify the content, privacy policies, or practices of any third-party sites or services. We make no warranties or representations about the accuracy, completeness, or timeliness of any content posted on the Platform by anyone other than us. We strongly advise you to read all third-party terms and conditions and privacy policies.
8. Indemnity
You agree to indemnify and hold us and each of our respective assignees, successors in title, subsidiaries, affiliates, licensors, suppliers, officers, directors, investors, employees, agents, service providers and other contractors harmless from any claim or demand including, without limitation, reasonable legal fees, made by any third party arising out of or in connection with your use of the Platform, or any violation of this Terms of Use, as applicable, including but not limited to claims arising from any breach of this Terms of Use and any third-party claims of infringement of copyrights, intellectual property rights, or privacy rights arising from Content that you have uploaded to or made available through the Platform.
9. Digital Millennium Copyright Act Policy
We respect the intellectual property rights of others. We ask you to be responsible in making sure that any Content you upload to the Platform does not infringe on any copyrights or other intellectual property rights.
DMCA Notifications
If you believe that material available on or through the Platform infringes one or more of your copyrights, please send a notification (a “DMCA Notification”) including all of the information described below to our DMCA Agent by email using the contact information provided below.
We will in our discretion remove or disable access to the Content complained of, and in appropriate circumstances, terminate the account and/or access rights of repeat infringers.
In addition, we will send a copy of the DMCA Notification to the affected user, who may submit a Counter notification that could result in our restoring content removed in response to a DMCA Notification.
You may send a DMCA Notification to our DMCA Agent at:
(i) DMCA Notification Requirements.
All DMCA Notifications must include the following:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of the works at that site.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material (such as a URL for the webpage for where the material is posted).
- Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and email 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 the law.
- A statement that the information set forth in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
A copy of your DMCA Notification will be sent to the person who uploaded the material addressed in the DMCA Notification.
Please be advised that under Section 512(f) of the Digital Millennium Copyright Act you may be held liable for damages and attorneys’ fees if you make material misrepresentations in a DMCA Notification.
10. Legal Disputes and Arbitration Agreement
Please Read This Following Clause Carefully – It May Significantly Affect Your Legal Rights, Including Your Right to File a Lawsuit in Court
(i) Initial Dispute Resolution. We are available by email at dispute.tonenet@ikmultimedia.com to address any concerns you may have regarding your use of the Platform. Most concerns may be quickly resolved in this manner. Each of you and we agree to use best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.
(ii) Agreement to Binding Arbitration. If we do not reach an agreed upon solution within a period of thirty (30) days from the time informal dispute resolution is pursued pursuant to (i) above, then either party may initiate binding arbitration. All claims arising out of or relating to this Terms of Use (including its formation, performance and breach), the parties’ relationship with each other and/or your use of the Platform shall be finally settled by binding arbitration administered by JAMS, in accordance with the JAMS Streamlined Arbitration Rules and Procedures, excluding any rules or procedures governing or permitting class actions. Each party will have the right to use legal counsel in connection with arbitration at its own expense. The parties shall select a single neutral arbitrator in accordance with the JAMS Streamlined Arbitration Rules and Procedures. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable. You or we may elect to appear at the arbitration by phone or, if you and we both agree, to conduct it online, in lieu of appearing live. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be in writing and provide a statement of the essential findings and conclusions, shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The interpretation and enforcement of this Agreement shall be subject to the Federal Arbitration Act.
The JAMS rules governing the arbitration may be accessed at https://www.jamsadr.com/adr-rules-procedures. If you initiate arbitration, to the extent the filing fee for the arbitration exceeds Two Hundred and Fifty U.S. Dollars ($250.00), we will pay the additional cost (submit a request for payment of fees to JAMS along with your form for initiating the arbitration, and we will make arrangements to pay all necessary fees directly to JAMS).
The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that the right to discovery may be more limited in arbitration than in court.
Each side may, but is not obligated to, make a written settlement offer, inclusive of damages and attorney’s fees itemized separately, at any time prior to 30 days before an arbitration hearing. The amount or terms of any settlement offer may not be disclosed to the arbitrator until after the arbitrator issues an interim award on the claim. If the party receiving the offer doesn’t accept it, and the arbitrator awards the receiving party an amount of damages that is less than or substantially the same as the amount of damages offered, then the arbitrator shall limit any recoverable attorney’s fees to the amount incurred at the time of the offer, so long as the attorney’s fees tendered in the offer are substantially the same as the fees incurred as of the offer date.
The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that the right to discovery may be more limited in arbitration than in court.
(iii) Class Action and Class Arbitration Waiver. You and we each further agree that any arbitration shall be conducted in our respective individual capacities only and not as a class action or other representative action, and you and we each expressly waive our respective right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth in (ii) above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
(iv) Exception - Small Claims Court Claims. Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
(v) Exception – California Private Attorneys General Act (PAGA) Action Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may seek relief in a court of law for a claim arising under California’s Private Attorneys General Act.
(vi) 30 Day Right to Opt-Out You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out by emailing us at dispute.tonenet@ikmultimedia.com. The notice must be sent within thirty (30) days of registering to use the Platform, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those sections. If you opt-out of these arbitration provisions, we also will not be bound by them.
(vii) Exclusive Venue for Litigation. To the extent that the arbitration provisions set forth above do not apply, or if you have opted out of arbitration, the parties agree that any litigation between them shall be filed exclusively in state or federal courts located in Broward County, Florida (except for small claims court actions which may be brought in the county where you reside). In the event of litigation relating to this Terms of Use or the Platform, the parties agree to waive, to the maximum extent permitted by law, any right to a jury trial.
11. Warranty Disclaimer; Limitation on Liability
Disclaimer of Warranties. to the extent permitted by applicable law, The PLATFORM, ALL content, MATERIAL OR ITEMS PROVIDED THROUGH the PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OR CONDITIONS OF ANY KIND. BY OPERATING the PLATFORM, WE DO NOT REPRESENT OR IMPLY THAT WE ENDORSE OR BELIEVE ANY Content, MATERIAL OR ITEMS AVAILABLE ON OR LINKED TO OR BY the PLATFORM (INCLUDING WITHOUT LIMITATION, CONTENT POSTED BY OTHER USERS or third parties, OR HOSTED ON THIRD PARTY SITES), TO BE ACCURATE, USEFUL, non-infringing, OR NON-HARMFUL. WE EXPRESSLY DISCLAIM THAT ANY CONTENT YOU DOWNLOAD OR ACCESS FROM THE PLATFORM WILL BE ERROR FREE, NON-HARMFUL, OR FIT FOR A PARTICULAR PURPOSE. WE CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF the platform. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN these Terms of use. YOU AGREE THAT YOUR USE OF The PLATFORM WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND EACH OF OUR Affiliates, SUBSIDIARIES, ASSIGNEES, ADVERTISERS, LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS AND OTHER CONTRACTORS, OR SUCCESSORS IN TITLE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH the platform AND YOUR USE THEREOF.
Limited Liability. to the extent permitted by applicable law, IN NO EVENT SHALL IK MULTIMEDIA, its subsidiaries, affiliates, assignees, ADVERTISERS, LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS AND OTHER CONTRACTORS, or successors in title BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF the platform, OR ANY OTHER CONTENT, material or items on the platform. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN this agreement, OUR LIABILITY TO YOU IN RESPECT OF ANY LOSS OR DAMAGE SUFFERED BY YOU AND ARISING OUT OF OR IN CONNECTION WITH your use of the platform and this terms of use, WHETHER IN CONTRACT, TORT OR FOR BREACH OF STATUTORY DUTY OR IN ANY OTHER WAY SHALL NOT exceed the amount you paid to us in connection with the platform in the twelve (12) months prior to the action giving rise to liability.
12. Transfer to Third Parties
You may not assign or transfer this Agreement (or any of your rights or obligations under this Agreement) without our prior written consent; any attempted assignment or transfer without complying with the foregoing will be void.
The Company may assign all or part of its rights and (where permitted by law) obligations under this Agreement to any third party at any time without notice.
13. Updates to This Agreement; Termination
We may change, modify or amend this Agreement from time to time. We will notify you of material changes to this Agreement by posting the amended terms on the Platform. You will be required to affirmatively accept the new Agreement the first time you use the Platform after the new Agreement takes effect. If you do not agree with the proposed changes, you should discontinue your use of the Platform prior to the time the new Agreement takes effect. If you continue using the Platform after the new Agreement takes effect, you will be bound by the modified Agreement.
You and we are entitled to terminate this Agreement at any time without notice. Your rights under this Agreement will terminate automatically if you fail to abide by its terms. You may terminate this Agreement by deleting your account for the Platform. We can reduce, change and stop the Platform in any way in parts and entirely at any time. There is no right to use the Platform or to an unlimited availability or accessibility of the Platform. We do not undertake any obligation to provide the Platform to you.
Unless barred by applicable law, the terms of this Agreement governing our intellectual property and prohibited uses, content you upload to the Platform and your license to us, our management of the Platform, indemnity, legal disputes, warranty disclaimers, limitations of liability, and waiver, transfer to third parties, and any other terms that by their nature should survive termination, shall survive termination of this Agreement.
14. Electronic Communications
You consent to receive communications from us by email in accordance with this Agreement and applicable law. You acknowledge and agree that all agreements, notices, disclosures and other communications that we provide to you electronically will satisfy any legal requirement that such communications be in writing.
15. Notice to New Jersey Users
Notwithstanding any terms set forth in this Agreement, if any of the provisions set forth in the sections titled Disclaimer of Warranties, Limited Liability, Indemnity, or Disputes, Arbitration and Class Action Waiver, are held unenforceable, void or inapplicable under New Jersey law, then any applicable provision shall not apply to you but the rest of this Agreement shall remain binding on you and the Company. In addition, for New Jersey residents, the limitation on liability is inapplicable where attorneys’ fees, court costs, or other damages are mandated by statute. Notwithstanding any provision in this Terms of Use, nothing in this Terms of Use is intended to, nor shall it be deemed or construed to, limit any rights available to you under the Truth-in-Consumer Contract, Warranty and Notice Act.
16. Notice to California Users
Under California Civil Code Section 1789.3, users located in California are entitled to the following consumer rights notice: If a user has a question or complaint regarding the Platform, please send an email to support@ikmultimedia.com. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at +1 (916) 445-1254 or +1 (800) 952-5210.
17. No Waiver
No waiver of any term of this Terms of Use by us shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision under the Terms of Use shall not constitute a waiver of such right or provision.
18. Contact Information
If you have any questions about this Terms of Use or your account, please contact us at support@ikmultimedia.com.