Please read these Terms carefully before accessing the Website. By accessing or using the Website, you explicitly agree to these Terms.
LICENCE We grant you a personal, limited, revocable, non-transferable, non-exclusive licence to access and use the Services in accordance with these Terms and any separate commercial arrangement we make with you. You acknowledge and agree that we maintain all right, title, and interest in and to the Services, including, without limitation, the Website (and all text, images, trademarks, logos, and other content thereon), and that, except for the limited licence right above, nothing in these Terms shall be construed as granting you any proprietary or licence rights in or to the Services or anything contained therein. We reserve the right, in our sole discretion, to change, suspend, add to, or discontinue any aspect of the Services, and we will not be liable to you or to any third party for doing so. You may use the Services only in compliance with these Terms. You are responsible for your own communications, including the transmission, uploading, or posting of information on or through the Website and are responsible for the consequences of such communications. Without limiting the foregoing, you agree you will not: * collect any personal information of any other user of the Services; * use spiders, robots, or other automated techniques to catalog, download, store, or otherwise reproduce or distribute data or content available through the Services; * take any action to interfere with the Services; * send or transmit any viruses, corrupted data, or any other harmful, disruptive, or destructive code, file, or information, including without limitation any spyware; * send unsolicited emails, including without limitation promotions or advertising of products or services; * post or transmit any threatening, libellous, defamatory, obscene, lewd, scandalous, or inflammatory material or content or any material or content that could otherwise violate applicable laws; * impersonate any person or entity, misrepresent your affiliation with a person or entity, or in any way forge or mask your true identity; * reverse engineer any aspect of the Services or take any act that might reveal or disclose any source code or bypass or circumvent measures or controls utilised to prohibit, restrict or limit access to any webpage, content or code; * engage in any criminal or illegal acts or in any activities that may violate a third party’s privacy or publicity rights; or * encourage and/or advise any individual to commit any act prohibited by these Terms.
SECURITY AND CONFIDENTIALITY In connection with your use of the Services, you may have the opportunity to review or access confidential and proprietary information, materials, products, and content (“Confidential Information”) belonging to ToningDrum or our customers, partners or licensors. Confidential Information is and shall remain the sole and exclusive property of its owner. In no event shall you obtain any right, title, or interest in or to any Confidential Information. You agree to protect the confidentiality and secrecy of the Confidential Information. You agree not to modify, copy, reproduce, republish, display, transmit, distribute, reverse engineer, create derivative works of, decompile, or otherwise use, alter, or transfer Confidential Information without the prior express written consent of ToningDrum. You acknowledge and agree that Confidential Information may be subject to and protected by intellectual property laws, regulations, and codes. All communications from you related to the Services, including without limitation content submitted or transmitted by you to Drum Workshop, by electronic mail or otherwise, shall be treated as non-confidential and non-proprietary information, unless specifically indicated by you either prior to, or contemporaneously with, the submission or transmission of such communications and content. Using the Services may require the use of a user name and password or other form of authentication where appropriate. The confidentiality of the access credentials and account itself are your responsibility. Any activities that occur under users’ accounts are their responsibility. You agree to notify ToningDrum immediately of any unauthorized use of accounts or any other breach of confidentiality or security. The use of another person’s access credentials is expressly prohibited. You acknowledge that the use of the implemented authentication methods are an adequate form of security. You are solely responsible for (1) authorizing, monitoring, controlling access to, and maintaining strict confidentiality of your access credentials; (2) not allowing another person to use your access credentials; (3) any changes or damage that may be incurred as a result of your neglect to maintain the strict confidentiality of your access credentials; and (4) promptly informing ToningDrum in writing of any need to deactivate an account due to security concerns or otherwise. ToningDrum is not liable for any harm related to the misuse or theft of access credentials, disclosure of access credentials, or your authorization to allow another person or entity to access and use the Services using your access credentials. You will be held liable for any harm ensuing from the use of your account in connection with the Services.
THIRD PARTY WEBSITES In connection with your use of the Services, you may be able to voluntarily connect to websites maintained or operated by third parties (“Third Party Websites”). ToningDrum does not make any representations or warranties regarding or endorse any Third Party Website or any products, services, or opportunities advertised, offered, or sold in connection with any Third Party Website. Please carefully review all policies and terms applicable to the Third Party Websites.
TONINGDRUM COMPLIANCE WITH APPLICABLE LAWS You acknowledge and agree that you will comply with all applicable international, national, state, and local laws, codes, regulations, rules, and requirements which apply to your use of, participation in, and access to the Services.
INDEMNIFICATION You agree to indemnify, defend, and hold harmless ToningDrum and its affiliates, as well as their directors, officers, employees, agents, successors and assigns, from and against all liabilities, losses, damages and costs, including reasonable attorneys’ fees, they may suffer as the result of third-party claims, demands, actions, suits or judgments against them resulting from or arising out of: (a) your violation of these Terms or applicable laws or regulations; or (b) your negligence or willful misconduct.
ARBITRATION Unless prohibited or restricted by law as against public policy, Any claim or dispute related to your use of ToningDrum's Services or these Terms shall be submitted to arbitration, unless prohibited or restricted by law as against public policy. Arbitration would remove your right to litigate a claim in court or to have a jury trial on that claim. Other rights that you would have in court, including discovery and rights to appeal, are generally more limited in arbitration than in a lawsuit, and other rights available in court may not be available in arbitration. All disputes between you and ToningDrum, including disputes related to these Terms, your use of the Services, or your rights of privacy or publicity, will be resolved by binding, individual, confidential arbitration before one arbitrator. The arbitration shall be administered by a reputable arbitration organization, such as JAMS or the American Arbitration Association, pursuant to its comprehensive arbitration rules and procedures. You and ToningDrum hereby expressly waive trial by jury. Notwithstanding the foregoing, either party may seek interim relief from any court with competent jurisdiction to protect their intellectual property rights. You may bring claims only on your own behalf. This dispute resolution provision will be governed by applicable law, which may differ depending on the jurisdiction where the dispute arises. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. In any arbitration, ToningDrum will pay the filing, administration, service or case management fee, plus the costs associated with the first day of arbitration, with the remaining costs to be paid by the non-prevailing party. Unless inconsistent with applicable law, each party shall bear the expense of their respective attorneys', experts', and witness fees.
CLASS ACTION WAIVER Unless restricted or prohibited by law as against public policy, any action under or relating to these Terms or your use of the website or other services, whether before a judge or jury or pursuant to judicial reference, will take place on an individual basis, without resort to any form of class or representative action (“Class Action Waiver”). This Class Action Waiver precludes any party from participating in or being represented in any class or representative action regarding a claim under these Terms. Regardless of anything else herein, the validity and effect of the Class Action Waiver may be determined only by a court.
MISCELLANEOUS These Terms contain the complete, full, and exclusive understanding of the parties as to its subject matter. ToningDrum reserves the right, in ToningDrum's sole discretion, to make changes to these Terms. Such changes will become effective upon their posting. Accordingly, ToningDrum encourages you to review these Terms on an ongoing basis. The headings contained in these Terms are for reference only and shall have no effect on the interpretation or application of these Terms. ToningDrum's failure to enforce a breach by you of these Terms shall not waive or release you from such breach and shall not waive, release, or prevent ToningDrum from enforcing any subsequent breach by you of these Terms. Any dispute arising out of or in connection with these Terms, including any question regarding their existence, validity or termination, shall be referred to and finally resolved by arbitration under the rules of the American Arbitration Association in the city where ToningDrum is registered, in accordance with the laws of that jurisdiction. The arbitration proceedings shall be conducted in English, and the arbitrator's decision shall be final and binding. The parties shall each bear their own costs in the arbitration, unless the arbitrator orders otherwise. If any term or provision of these Terms shall be held or declared to be invalid or unenforceable for any reason by any court of competent jurisdiction, such term or provision shall be deemed null and void and shall not affect the application and/or interpretation of these Terms. The remaining terms or provisions of these Terms shall continue in full force and effect, as if the invalid or unenforceable term or provision was not a part of these Terms.