END USER LICENSE AGREEMENT
PLEASE SCROLL DOWN AND READ ALL OF THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE USING THE NADER CUBED SOFTWARE OR SERVICES. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND NADER CUBED. IF YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT, CLICK THE “AGREE” BUTTON. BY CLICKING “AGREE” OR BY DOWNLOADING, USING OR COPYING ANY PART OF THIS SOFTWARE OR USING ANY PART OF THE SERVICES, YOU ARE AGREEING ON YOUR OWN BEHALF AND/OR ON BEHALF OF YOUR COMPANY OR ORGANIZATION TO THE TERMS AND CONDITIONS STATED BELOW. IF YOU DO NOT OR CANNOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU CANNOT USE THE SOFTWARE OR THE SERVICES. DO NOT DOWNLOAD OR USE THE SOFTWARE OR THE SERVICES IN THAT CASE.
“Zirrif” is software licensed through Nader Cubed and the Services are the services provided by or through Nader Cubed. This End User License Agreement (the “Agreement”) applies to the Software and the Services, which enables musicians to, among other things, remotely collaborate on creating your Content and the storage of your Content, along with any other services offered by or through Nader Cubed. The use of the Software and the Services is strictly limited in duration of those individuals that have an Account and comply with this Agreement.
Glossary
“Account” means the account that you create through the registration process and through which you receive the Software and subscribe to the Services.
“Applicable Law” means all applicable state and federal laws and regulations of a Governmental Authority, including without limitation applicable data protection and privacy laws.
“Content” means the music, songs or lyrics that are solely your Intellectual Property or that you are licensed to use and do use in conjunction with your use of the Software, i.e., a Private Project. The Content also includes music or songs that you collaborate to produce with other Subscribers through the Software, i.e., a Joint Project, provided that the music, songs or lyrics you or the Subscriber(s) are contributing or collaborating on to create is the Intellectual Property of you or the Subscriber(s) you are collaborating with or you and the Subscriber(s) have a license to use the music, songs or lyrics in conjunction with the Software and, as applicable, the use of your Subscription and their Subscriptions.
“Data” means all of your data and information created, received, processed or provided by Nader Cubed related to the Software or the Service under this Agreement, which includes personal information and Content.
“Intellectual Property” means all rights and interests in all (a) patents, patent applications, and continuing (continuation, divisional, or continuation-in-part) applications, re-issues, extensions, renewals, and re-examinations thereof and patents issued thereon; (b) registered and unregistered trademarks, service marks, trade names, domain names, and all of the associated goodwill; (c) registered and unregistered copyrights and all other literary and author’s rights or moral rights; (d) trade secrets, know how, show-how, concepts, ideas, methods, processes, designs, discoveries, improvements, and inventions, whether patentable or unpatentable; (e) all other intellectual, industrial, and proprietary rights now or hereafter coming into existence throughout the world; (f) applications for and registrations, renewals, and extensions of any of the foregoing; and (g) exclusive and non-exclusive license rights to any of the foregoing.
“Joint Project” means your use of and recording of Content with one or more users of the Software.
“Nader Cubed” means Nader Cubed, LLC.
“Private Project” means the use of Content with the Software on your own.
“Services” means those services provided through your Account pursuant to this Agreement, including, without limitation, the Software and any Subscriptions.
“Site” means the Nader Cubed website at zirrif.com and nadercubed.com, and other related websites, blogs, domains, and mobile sites maintained by Nader Cubed.
“Software” means the Zirrif software, including any updates thereto (if any) that may be provided to you by Nader Cubed.
“Storage Services” means the data storage services that Nader Cubed offers through a Subscription to you and other Subscribers.
“Subscriber” means an individual that has purchased or obtained through a free trial services that are Subscription based.
“Subscription” means the subscription you purchased, someone purchased on your behalf, or you obtained through a free trial to access and use the Services, for a limited period of time using a unique access code or login, for yourself.
“Unauthorized Access” means access to or use of your Content that is residing on the Zirrif System other than (a) through the use of your generated password that, consistent with the settings and permissions in the respective Service, has rights to access your Content (in any respect), or (b) by Nader Cubed personnel or Subcontractors whose access to or use of your Content is for the purpose of performance of the Services as permitted under the terms of this Agreement and Applicable Law.
“We” or “us” means Nader Cubed.
“You” or “your” means you, the person that registered for an Account.
“Zirrif System” means the proprietary scalable technology platform for hosting, providing and delivering Services including, but not limited to, the Software, applications, content management system, data management system, APIs, mobile applications, desktop applications, any code or innovation developed related to or for the Zirrif System or the provision of any revisions, enhancements, upgrades or improvements to the Zirrif System or any other technology developed by Zirrif that in any way relates to the provision of the Software or the Services, whether developed, licensed or acquired by Nader Cubed.
Your Account.
Registration. In order to access the Software or the Services, you must create an Account. When registering for an Account, you agree to: i) provide true, accurate, current and complete information about yourself; and ii) maintain and promptly update your registration data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Software or Services.
Security. You are responsible for activity occurring under your Account. You shall ensure that your use of the Software and the Services will abide by all Applicable Laws and that only you will use your Account. You shall: (a) notify Nader Cubed promptly upon learning of any unauthorized use of any credentials, including, without limitation, passwords, to gain unauthorized access to your Account or any other breach of security; (b) notify Nader Cubed promptly and use reasonable efforts to promptly stop any unauthorized use, copying, or distribution of the Software or the Services that is known or suspected by you; and (c) not impersonate another user of the Software or Services, or provide false identity information to gain access to or use the Software or Services.
Password. You may not authorize any third party to access or use the Services on your behalf. You are responsible for maintaining the confidentiality of the user ID and password.
Free Trial Accounts. Nader Cubed may offer free trial Subscriptions where you may use the specified Subscription free of charge for a specified time period. Upon expiration of this time period, your access to the Subscription will be terminated unless you choose to pay the applicable Subscription fee. You will be limited to one free trial Subscription. If a free trial Subscription requires you to enter payment information, then upon the conclusion of the free trial Subscription, your payment method will automatically be charged following the conclusion of the free trial Subscription, unless you cancel the Subscription before being charged. The provision, maintenance and termination of free trial Subscriptions are within the sole discretion of Nader Cubed. Nader Cubed has no obligation or liability related to the provision, maintenance and termination of free trial accounts. You must register and create an Account in order to obtain a free trial Subscription. Free trial Subscriptions may have limited features and certain features may only be available in a paid Subscription.
License.
Subject to your strict compliance with this Agreement, including, without limitation, your registering for an Account, you may download the Software, install the Software on your computer, and use the Software solely for your personal and internal use. Your license to use the Software is limited, non-exclusive, non-transferable, non-assignable, and terminable.
Subject to your strict compliance with this Agreement, if you are a Subscriber, you may use the Services that require a Subscription and that you have Subscribed to and paid for solely for your personal and internal use and solely in conjunction with and through the Software. As a Subscriber, your license to use the Services is limited, non-exclusive, non-transferable, non-assignable, and terminable.
All rights not expressly granted herein are reserved to Nader Cubed.
You grant to Nader Cubed a royalty-free, limited, non-exclusive, non-transferable, non-assignable license to process any Content or other material or data submitted to or through the Site, including without limitation, the Software, for the purpose of providing the Services, and including, without limitation, the right to host, process and otherwise manipulate your Content, data and material for the purpose of providing the Services and as otherwise provided in this Agreement. The foregoing license applies to our affiliates, subcontractors and service providers used for providing the Services.
Any feedback, ideas, modifications, suggestions, improvements, and the like made by you with respect to the Software or the Services (collectively, “Feedback”) will be the sole and exclusive property of Nader Cubed. You agree to assign, and hereby assign, all right, title, and interest worldwide in the Feedback and the related intellectual property rights to Nader Cubed and agree to assist Nader Cubed in perfecting and enforcing such rights. Nader Cubed may disclose or use Feedback for any purposes whatsoever without any obligation to you.
Fees and Payment.
Payments. You agree to the pricing, payment and billing policies as set forth herein and on the Site related to the Subscription(s) or other services you purchased. All fees paid for the Subscription and other services are non-refundable and non-transferable except as expressly provided in this Agreement. All fees and applicable taxes, if any, are payable in United States dollars. You are solely responsible for the payment of, and shall pay when due, all applicable sales and use taxes and similar fees now in force, enacted or imposed in the future on the delivery of the Subscription and other paid services and/or any related transactions (except for taxes assessed on Nader Cubed’s net income or personal property). In addition to any Subscription or any other paid Services fee, you are responsible for any charges incidental to using the Services, for example, charges for internet access, data roaming, and other data transmission charges. In order to register or subscribe to the Services or purchase any fee based service, you must provide Nader Cubed with a valid credit card or other payment method approved by Nader Cubed for payment of the applicable fees. You authorize Nader Cubed to charge your credit card or other payment method used upon the expiration of any applicable Subscription period and for any recurring Subscription related fees as provided for in this Agreement.
Recurring Fees. For those Services that are charged monthly or yearly on a recurring basis, depending on the payment option you chose when purchasing your Subscription for the Services, and are thereafter charged on a monthly or yearly basis automatically on the anniversary date of your Subscription. You agree to this recurring Subscription fee and authorize Nader Cubed to charge the payment method you used to subscribe to those Services or that is otherwise on file with Nader Cubed. Subscription fees for those Services will automatically renew, unless we terminate your Subscription(s), or you terminate your Subscription. You must cancel any such Subscription before the next billing cycle for your Subscription in order to avoid billing of Subscription fees for the renewal term to your credit card. All fees and charges are nonrefundable and there are no refunds or credits for partially used periods. The amount charged on the next billing cycle will be automatically updated to reflect any changes to the Subscription, including upgrades or downgrades. Unless previously terminated, if you have a monthly or yearly Subscription, your credit card or other payment method used will be charged each month or year (12 month period), as the case may be, in advance. If you have a monthly Subscription, your credit card on file or other payment method used will be charged monthly on the monthly anniversary date of the initial Subscription charge. If you have an annual Subscription, your credit card on file or other payment method used will be charged annually on the annual anniversary date of the initial Subscription charge. Subscription changes, including downgrades, may result in loss of access to features of the Zirrif System or other content, features, or an increase or reduction in the amount of available capacity for storage of your Content. All prices are subject to change upon notice.
Service Upgrades. If you upgrade your Services, the additional fees for those Services will be prorated through the end of your billing cycle for the month or year that remains, depending on whether you have chosen to pay your Subscriptions monthly or annually. Downgrades in your Services will take affect the next billing cycle.
Permitted Uses. You may install a reasonable number of copies of the Software on computers that are owned or controlled by you to be used internally by you only as follows:
To record and modify only the Content; and
To collaborate with other users of the Software to compose new music, provided your collaboration or the product of your collaboration does not violate the rights of any third party’s Intellectual Property.
Storage Services.
Storage Services that Nader Cubed offers to you through a Subscription.
The term of the Subscription will be set forth in the order details provided to you during your purchase of the Subscription.
You may only store Content through the Storage Services. No data may be stored except through the Software.
Nader Cubed may review and remove any Data that is stored through the Storage Services. Nader Cubed has no obligation to review the Data stored through the Storage Services and it does not have any responsibility or liability for the Content or any other Data stored through the Storage Services.
Obligations.
Nader Cubed is not obligated to provide technical or customer support for the Software. In the event that technical or customer support is offered or included, Nader Cubed may limit, modify or terminate said technical or customer support without notice at any time and for any reason.
Nader Cubed has no obligation to develop or provide any updates or revisions to the Software, and Nader Cubed reserves the right to alter or adjust performance specifications for the Software as it deems necessary or desirable.
You are responsible for all costs (such as, costs for Internet and phone services, etc.) associated with using the Software or the Services.
You agree to permit all Software updates automatically without notice and you accept such updates. You will not take any action or allow any third party to disable or undo the updates.
Prohibited Conduct. You agree not to: make any copies of the Software; interfere or disrupt networks connected to any Services provided by or through Nader Cubed; use the Software or the Services for any purpose competitive with Nader Cubed; use the Software or the Services to create any software or service similar to the Software or Services; use the Software or the Services to infringe the privacy or intellectual property rights of Nader Cubed or a third party; disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code of the Software or the Services, or the underlying ideas, algorithms or trade secrets therein; encumber, sublicense, transfer, rent, lease, timeshare, or use the Software or the Services in any service bureau arrangement or otherwise for the benefit of any third party; use or allow the transmission, transfer, export, re-export or other transfer of any product, technology or information it obtains or learns pursuant to this Agreement (or any direct product thereof) in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction; use the Software or the Services to distribute or transmit any file that contains malware; attempt to gain unauthorized access to the Software, the Services or any other computer system; use the Software or the Services to transmit any unlawful, harassing, libelous, defamatory, racist, indecent, abusive, violent, threatening, intimidating, harmful, vulgar, obscene, offensive or otherwise objectionable material of any kind or nature; or permit any third party to engage in any of the foregoing proscribed acts.
Privacy. The terms of the privacy policy at www.zirrif.com/privacy-policy.html (“Privacy Policy”) apply to Nader Cubed’s use of your personal information, except as otherwise set forth in this Agreement. You consent to the sharing of personal information related to your use of the Services for the purpose of providing the Services and all other purposes set forth in the Privacy Policy.
Proprietary Rights; Responsibilities.
Each party agrees to the following:
Nader Cubed retains all rights, title, and interest in and to the Software and the Services. The Software and the Services are being licensed, not sold. The Software and the Services are the Intellectual Property of Nader Cubed, and all derivative works, and all copies thereof, are proprietary to and the property of Nader Cubed. All applicable rights in all copyrights, trademarks, trade secrets, trade names, patents and other Intellectual Property rights in or associated with the Software or the Services are and will remain in Nader Cubed and you shall have no such Intellectual Property rights in the Software or the Services.
The Parties acknowledge that this Agreement does not give Nader Cubed any ownership interest in the Content.
Any Content made available or accessible through the Software or the Services is the sole responsibility of the person or entity from whom it originated and is the property of the applicable owner. This agreement does not give any rights to such Content. Nader Cubed does not endorse any such Content. You accept all responsibility for security risks and any damage resulting from any Content viewed or accessed through the Software or the Services, and Nader Cubed is not responsible for any damage or loss caused by your use or reliance on any Content, goods or services, or information available through third party sources regardless of how presented.
You agree to secure and protect the Software and the Services in a manner consistent with the maintenance of Nader Cubed’s rights therein.
Data. Nader Cubed collects and uses Data in accordance with this Agreement and its Privacy Policy and in compliance with Applicable Laws. Nader Cubed may utilize data capture, syndication, and analysis tools, and other similar tools, to extract, compile, synthesize, and analyze any aggregate data, including, non-personally identifiable data or information, resulting from your use of the Software or the Services (“Statistical Data”). Nader Cubed may use Statistical Data without a duty of accounting to you or restriction, provided that the Statistical Data is used only in an aggregated form, without specifically identifying the source, for lawful business purposes, including, but not limited to the use of Statistical Data to, among other things, build predictive algorithms, for data security, and for the purposes of providing and enhancing the products and services offered by Nader Cubed.
Disclaimer of Warranty; Assumption of Risk.
The Software or the Services may contain errors, bugs and other problems. YOU ACCEPT THE SOFTWARE AND SERVICES “AS IS.” NADER CUBED MAKES NO WARRANTY OF ANY KIND REGARDING THE SOFTWARE OR THE SERVICES. NADER CUBED HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTIES RIGHTS.
ALL MATERIAL AND/OR INFORMATION DOWNLOADED, ACCESSED OR OBTAINED THROUGH THE SOFTWARE OR THE SERVICES IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR THE USE OR YOUR POSSESSION OF SUCH MATERIAL AND/OR INFORMATION. NADER CUBED DOES NOT ACTIVELY MONITOR ANY MATERIAL OR INFORMATION TRANSFERRED THROUGH ITS SOFTWARE OR THE SERVICES AND CANNOT WARRANT THE CONTENT OF SUCH MATERIAL OR INFORMATION.
Warranty.
You warrant and represent that you have the necessary rights and licenses to any Content. You also warrant and represent that your submission of any Content to or through the Software or the Services will not violate any third party rights to such files, including Intellectual Property rights and rights to privacy.
You warrant and represent that you will comply with all regulations, policies and procedures of networks connected to your use of the Software or the Services, including any acceptable use policies that Nader Cubed has implemented or later implements or revises.
You warrant and represent that you are not located in and will not export or re-export, either directly or indirectly, the Software or the Services to any country or entity under United States restrictions or to any country or entity subject to applicable trade sanctions. The United States restricted country and persons list is subject to change without notice from Nader Cubed, and you must comply with the list as it exists in fact. NADER CUBED SHALL NOT BE LIABLE FOR YOUR VIOLATION OF ANY SUCH EXPORT OR IMPORT LAWS, WHETHER UNDER UNITED STATES LAW OR FOREIGN LAW.
Term and Termination.
The term of this Agreement shall begin on the date you download the Software and shall continue, in relevant parts, for the length of time the Software remains on your computer.
Upon termination of this Agreement, you agree to uninstall the Software, discontinue use of the Services, and delete or otherwise destroy the Software and all copies thereof, within seven days after such request or termination. The provisions of, and the obligations of the parties under, Sections 3.c, 3.d, 3.e., 4, and 5-25, and any other provisions that would normally survive, shall survive the termination of this Agreement.
Open Source. Parts of the Zirrif System may be subject to the GPL (General Public License) for open source software, and all warranties are disclaimed for such parts by the Free Software Foundation, Inc. See the GNU General Public License for more details. Similarly, parts of such software may be subject to the MIT License for open source software, and therefore, the following restrictions: MIT grants permission, free of charge to any person obtaining a copy of the software and associated documentation files, to deal in the software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the software, and to permit persons to whom the software is furnished to do so, subject to the following conditions and notwithstanding anything to the contrary in this Agreement: the software used in conjunction with the Software or the Services is provided “AS IS” without warranty of any kind, express or implied, including but not limited to, the warranties of merchantability, fitness for a particular purpose and non-infringement, In no event shall the authors or copyright holders be liable for any claim, damages or other liability, whether in an action of contract, tort or otherwise, arising from, out of or in connection with the software or the use of other dealings in the software.
Limitation of Liability.
NADER CUBED SHALL NOT BE LIABLE TO YOU OR ANY OTHER END USER FOR DISCLOSURE OF CONTENT, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES, EVEN IF NADER CUBED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NADER CUBED’S ENTIRE LIABILITY FOR ANY BREACH OF, OR OTHERWISE IN ANY WAY RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, AND REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED IN CONTRACT OR IN TORT OR ANOTHER THEORY, SHALL NOT IN THE AGGREGATE EXCEED THE FEES PAID UNDER THE AGREEMENT FROM WHICH THE CAUSE OF ACTION AROSE FOR THE PRECEDING TWELVE (12) MONTH PERIOD.
Indemnification. You agree to defend, indemnify and hold harmless Nader Cubed, it officers, directors, shareholders, members, employees, agents, affiliates, parent and subsidiary companies, subcontractors and service providers against any and all costs, claims, damages or expenses incurred (and reasonable attorneys’ fees in connection therewith), as well as amounts finally awarded in a settlement or by a court, arising from or related to any third party claim or allegation relating to or arising out of any breach of this Agreement by you or any claim arising out of your use of the Software or the Services, including, without limitation, any violation of a third party’s Intellectual Property rights to music, lyrics or other material or information that you submit to or processes with or through the Software or the Services.
Digital Millennium Copyright Act Notice.
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible through the Software or the Services, please notify Nader Cubed’s copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 (DMCA). For your complaint to be valid under the DMCA, you must provide 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 is being infringed;
Identification of the material that is claimed to be infringing and where it is located on the Services;
Information reasonably sufficient to permit Nader Cubed 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 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.
Nader Cubed’s Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows: Attention: Copyright Agent: Nader Cubed, LLC DMCA@nadercubed.com.
Waiver. No change, consent or waiver under this Agreement will be effective unless in writing and signed by Nader Cubed. The failure of Nader Cubed to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.
Assignment. You agree not to assign any rights under this Agreement; any attempted assignment shall be null and void and shall result in the termination of this Agreement. If any part of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement which shall remain in full force and effect.
Severability. If any part of this Agreement shall be invalid or unenforceable, that part shall be revised in a manner that reflects the parties’ original intent and in a manner that is valid and enforceable.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflicts of law provisions. Exclusive jurisdiction and venue for actions related to this Agreement will be the state or federal courts located in Michigan having jurisdiction over Nader Cubed's offices, and both parties consent to the jurisdiction of such courts with respect to any such action. In any action or proceeding to enforce this Agreement, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys' fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained. All proceedings will be conducted in English.
Limitation of Actions. No proceeding, regardless of form, arising out of or related to this Agreement may be brought by you or anyone through or on behalf of you more than one-year after the claim accrued.
Waiver of Class Action and Private Attorney General Claim. EACH PARTY WAIVES THE RIGHT TO PURSUE ANY CLAIM OR DISPUTE AS A CLASS ACTION, EITHER AS A MEMBER OF A CLASS OR AS A REPRESENTIVE, OR TO ACT AS A PRIVATE ATTORNEY GENERAL.
Entire Agreement. This Agreement (including any additional terms and conditions or policies on the Site linked to it are incorporated herein by reference) constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties regarding the subject matter of this Agreement (and all past dealing or industry custom).
Contact Us. You can contact us at:
legal@nadercubed.com
27777 Franklin Road, Suite 2500
Southfield, MI 48034