THESE TERMS GOVERN YOUR USE OF OUR AMADEUS CODE APP AND SERVICE (COLLECTIVELY “AMADEUS CODE SERVICE”). BY DOWNLOADING, ACCESSING OR USING AMADEUS CODE SERVICE, YOU ARE CONCLUDING AND CONFIRMING A LEGALLY BINDING CONTRACT BASED ON THESE TERMS WITH US, AMADEUS CODE, INC.
- Permission to use Amadeus Code Service.
- We grant you a limited, freely revocable, personal, non-assignable, non-sublicenseable, non-exclusive permission to use Amadeus Code Service for your own personal, family and household purposes. You may also use Amadeus Code Service for your own job or professional activities if you can and do agree to these Terms also on behalf of your employer or other organization (and, in that case, references in these Terms to “you” means you personally and the business or organization on whose behalf you are using Amadeus Code Service).
- We grant this permission on the condition that you are at least 13 years old, that you have obtained parental consent if you are not yet an adult, and that you fully comply with these Terms and all applicable laws.
- These Terms constitute contractual restrictions, define and limit your permission to access our service and computers, and define and limit any licenses under intellectual property laws. If you use Amadeus Code Service in violation of these Terms, then you commit a breach of contract, a violation of any laws prohibiting access of computers without or exceeding permission and an infringement of our intellectual property rights and other rights. We reserve all rights not expressly granted herein, including, without limitation, title, ownership and all intellectual property rights to Amadeus Code Service, our technologies and any other tangible and intangible items we own or make available.
- Tunes and Charges.
- With our Amadeus Code Service, you can create and listen to musical tunes free of charge.
- If you pay the applicable service fee (on a per-tune or subscription basis), we will let you save, download, copy, distribute and use copies of tunes that you or other users create with our Amadeus Code Service. We charge for the service and neither grant nor transfer any copyrights or other property rights to any tunes. We reserve all copyrights and other property rights in and to tunes, if any, but we will not assert copyrights or other property rights against you, so long as you comply with these Terms and pay and let us keep the applicable per-tune or subscription fee.
- All payments and sales are final. You waive any rights to any returns.
- You are responsible for reporting and paying any taxes that may be due in your jurisdiction. You must indemnify us and hold us harmless from any claims, penalties, costs and fees if any tax authority asserts any claims for taxes on transactions with you and you failed to pay such taxes in violation of these Terms. Without limiting the generality of the foregoing, you must gross up the amount due to us if any withholding, sales, use or value added taxes apply, to ensure that we receive the amount we quote to you, and you must remit the withholding or other tax amount, as may be required, to the competent tax authorities.
You must not access or use Amadeus Code Service in violation of any laws, regulations or third party rights.
We may change Amadeus Code Service or these Terms, or discontinue Amadeus Code Service at any time, without advance notice, at our sole discretion, for any or no reason. We may also assign our contract to an affiliated entity or an acquirer of all or substantially all our assets, with notice to you. If you do not wish to accept the changes an assignment, your sole remedy is to terminate our contract and discontinue using Amadeus Code Service. You can continue to use any tunes you saved prior to termination so long as you continue to comply with these Terms with respect to such tunes.
- Warranty Disclaimer
WE PROVIDE AMADEUS CODE SERVICE ‘AS IS,’ WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS. YOUR USE OF AMADEUS CODE SERVICE IS AT YOUR SOLE RISK. WE DISCLAIM ANY WARRANTIES TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. IN PARTICULAR, WE DO NOT WARRANT THAT THE TUNES YOU CREATE WITH THE AMADEUS CODE SERVICE ARE NOT INFRINGING THIRD PARTY COPYRIGHTS OR OTHER RIGHTS, THAT AMADEUS CODE SERVICE WILL MEET ALL OF YOUR REQUIREMENTS OR EXPECTATIONS, THAT AMADEUS CODE SERVICE WILL FUNCTION UNINTERRUPTEDLY, TIMELY, SECURE OR ERROR-FREE OR THAT ALL ERRORS IN AMADEUS CODE SERVICE WILL BE CORRECTED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES OR REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE OR QUIET ENJOYMENT.
- Limitation of Liability
To the maximum extent permitted by applicable law, we disclaim and exclude all liability of Amadeus Code, Inc. and its shareholders, directors, officers, employees, affiliates and subcontractors for any direct, indirect, foreseeable or unforeseeable, typical or non-typical or consequential damages or loss of profits, whether derived from torts, breaches of contract, culpa in contrahendo, positive breach of duty or any other legal theory, except damages caused with wilful intent or gross negligence. If and to the extent such limitation is not enforceable under applicable law, you agree that our liability shall be limited to the greater of $250 or the fees you paid in the twelve month before our liability arose.
You represent and warrant that any information you post, communicate or transmit to or via Amadeus Code Service is legal, accurate, not defamatory and owned or licensed by you. You are responsible for any such content and other information. You agree to defend us, indemnify us and hold us harmless from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to Amadeus Code Service; (ii) any violation of these Terms or applicable law; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any failure to report or pay taxes when due. This defense and indemnification obligation will still apply even if these Terms change or you stop using Amadeus Code Service.
- Choice of Law and Arbitration
- These Terms, our contract and any dispute arising out of or related to these Terms, our contract or Amadeus Code Service, shall be governed by the laws of Japan. Any dispute shall be finally settled by arbitration under the rules and auspices of the International Chamber of Commerce (ICC) in Tokyo, Japan, except that either party may seek injunctive relief in any court of competent jurisdiction.
- If and to the extent a dispute arises out of your use of Amadeus Code Service for your own private household purposes, you can request that we (1) conduct arbitration in the capital of your home country, and (2) advance that portion of the arbitration fees that exceed the amount you would have to pay to litigate the case in court (as substantiated in a written application by you). The party that ultimately prevails in arbitration or courts shall be entitled to reimbursement for arbitration and court fees as well as reasonable attorneys fees.