a) cloud services platform provided by NDT (“Cortex Cloud”) as well as any affiliate sites, advertisement sites, endorsed artist sites, etc.
b) any downloadable and/or executable code, including downloadable applications, or JAVA and/or other browser-enabled code, etc.,
c) downloadable content including hosted content prepared by or for Neural DSP Technologies, INC., (“NDT”), as well as user-generated content, and
d) any media content, including videos, podcasts, live-streaming events, artist
(later referred to as “Service”)
Your use of the Website shall be deemed to constitute your consent to be bound by this Agreement and shall be enforceable in the same way as if you had signed this Agreement. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, PLEASE DO NOT USE THE SERVICE.
Registered users are permitted to contribute “User Content” using this Service. User content may be “User-Generated Content” or “User-Shared Content”. User-Generated Content shall be regarded as Private Data and user shall retain ownership and all rights to the Intellectual Property of such content.
Examples of User-Generated Content include for instance, uploaded content, including Impulse Response files (IRs), Neural Captures and Presets for use with Neural DSP products.
User-Generated Content expressly excludes content created by another that you pass off as your own.
User-Shared Content includes posted information, such as personal information, biographies, resumes, photos, images, links etc., to identify yourself on the user-content areas. User-Shared Content also includes tags, descriptions, links to samples, and other information provided with User-Generated Content to enable other users contextualize the uploaded User-Generated Content.
User-Shared Content also includes posting in forums by providing comments, questions, answers, opinions, product feedback, and providing other topic-relevant posts.
Depending on the level of sharing of User Content, the User Content may be considered as private data (“Private data”), privately shared data (“Privately Shared Data”) or publicly shared data (“Public Data”).
i) Private data
By uploading Private Data to the Cortex Cloud, only you may access the Private Data. Neural will not sell or otherwise transfer any of your Private Data or allow any other users to access or utilize your Private Data in any way.
ii) Privately Shared Data
By uploading Privately Shared Data to the Cortex Cloud, only users for whom you have explicitly granted access to such Privately Shared Data may access the Privately Shared Data. Neural will not sell, otherwise transfer or modify any of your Privately Shared Data or allow any other users to access or utilize your Privately Shared Data in any way.
Copying or modifying any Privately Shared Data is not allowed by any other users than the original author.
iii) Public Data
By uploading Public Data to the Cortex Cloud, you grant NDT the right to offer the Public Data to all users of the Service. You also grant other users the right to use your uploaded Public Data without restrictions. Further, while other users may pass on your Public Data, other users may not sell or otherwise commercially exploit the Public Data in any way without separate agreement.
General remarks on User Content
NDT retains the right to prohibit any user from posting User Content on the Website at any time in its sole discretion. NDT further retains the right to take down any User Content from private or public sharing, at any time, for any reason.
Neural does not have the right to sell any User Content (Private Data, Privately Shared Data or Public Data) uploaded to the Cortex Cloud in any manner without your permission.
You further acknowledge and agree that NDT and its affiliates shall have no responsibility, liability, or obligation to you regarding the User Content, its protection, its use or misuse in any way whatsoever by any entity.
NDT may also disclose any information, as it may deem necessary or appropriate to satisfy any law, regulation or other governmental requirement to operate the Website properly, to protect NDT, its customers or users of the Website. NDT does not accept any responsibility or liability for the accuracy of or omissions in any User Content. Inclusion of User Content on this Website does not imply any endorsement by NDT of the User Content.
To the extent information is made publicly available, and because NDT may not monitor User Content, NDT shall have no responsibility, liability, or obligation to you regarding any transactions between you and another facilitated using this Service. This includes reliance on the truth, accuracy, promises, and averments of others who view and/or also contribute User Content. You assume all risks relating to any dealings you may undertake with anyone you encounter through this Service.
You agree to only use the Services for lawful purposes, and to use the Services in a way that does not infringe the rights of others. You also agree not to restrict or inhibit anyone else’s enjoyment of these Services. To this end, you agree that:
You are allowed to use downloaded User-Generated content for use within your NDT products for any lawful use, including recording, live use, practice, education or personal enjoyment. You are also free to make derivative works from the downloaded User-Generated content and use that derivative work for any lawful purpose, including recording, live performances, practice, education or personal enjoyment. You may, at your choice, contribute any modifications that you make back to this Service as your own User-Generated content. If you make modifications to another User’s content, you should provide attribution.
Intellectual property means all intellectual property rights, including copyrights, trademarks, trade names, patents, utility models, designs, database rights, methods, processes and inventions, and any other intellectual property rights, whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights (“Intellectual Property”).
By uploading any User Content to the Cortex Cloud, you represent that you are the original author of such uploaded User Content and will fully indemnify and hold NDT harmless against any claims that such User Content infringes or violates the Intellectual Property or other rights of any third party.
Private Data is uploaded to Cortex Cloud for the sole purposes of the user. By providing Private Data, you will retain ownership and all rights to the Intellectual Property of such Private Data.
NDT will only be granted with a limited license to access such Private Data as such is uploaded in the Cortex Cloud managed and maintained by NDT, for the purposes of technical updates and other improvement of the Service. NDT will not be entitled to modify or transfer the Private Data unless separately agreed with the users.
By providing Public Data, you grant to other users of the Cortex Cloud a perpetual, worldwide, royalty-free, irrevocable, non-exclusive license (with rights to sublicense) to use and reuse, reproduce, display, modify, distribute, and create derivative works of such Public Data for any purposes (in any format) whatsoever. In this regard, other users shall be free to reproduce, use, disclose, modify, display and distribute such Public Data to others without limitation.
Moreover, NDT may aggregate, combine, group, sort, filter, make a derivative of, or otherwise commingle your User Content with the User Content of others, with NDT provided content, or combinations thereof.
NDT will only be granted with a limited license to access such Public Data as such is uploaded in the Cortex Cloud managed and maintained by NDT. NDT will not be entitled to modify or transfer the Public Data unless separately agreed with the user.
Privately Shared Data
By providing Privately Shared Data, the similar provisions concerning Intellectual Property are otherwise applicable for Privately Shared Data as for Public Data as set out above, however Privately Shared Data and its modifications may only be shared with such users for whom you have granted access to such Privately Shared Data.
General remarks on Intellectual Property of User Content
You also hereby authorize any third party who lawfully accesses your User Content, either Privately Shared Data or Public Data via this Service, to use such User Content for any purpose within an NDT product, without any obligation to you, and expressly with no requirement to reimburse you unless otherwise agreed to in writing. Particularly, you grant to any third party downloading your User Content, being either Privately Shared Data or Public Data, from this Service, a perpetual, worldwide, royalty-free, irrevocable, non-exclusive license (without rights to sublicense) to use, display, modify, and create derivative works of such User-Generated Content including use in recording, live performances, practice, education or personal enjoyment. However, any commercial use of such User Content is to be separately agreed.
All Product Feedback (e.g., remarks, suggestions, ideas, graphics, or other information) communicated through this Service, or to NDT responsive to interaction with this Service (e.g., by posting User-Shared Content) will forever be the property of NDT. NDT will not be required to treat any Product Feedback as confidential and will not be liable for any ideas for its business (including without limitation, product or advertising ideas) and will not incur any liability as a result of any similarities that may appear in future NDT products or operations. Without limitation, NDT will have exclusive ownership of all present and future existing rights to the Product Feedback of every kind and nature, throughout the world. NDT will be entitled to use the Product Feedback for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Product Feedback. You acknowledge that you are responsible for whatever material you submit, and you, not NDT, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.
In the event that you contribute, as part of User-Shared content, any innovation, e.g., conception and/or reduction to practice of any product, change to, addition to, or improvement upon NDT ideas, methods, systems, or devices, including anything embodying NDT’s past, present, or future products, you agree that all such changes shall exclusively belong to NDT unless otherwise agreed upon in writing. you hereby assign all rights, title and interest in and to such contributions to NDT. You further agree to assign all rights, title and interest in and to such contributions to NDT, which includes signing any documents necessary to perfect the rights of NDT.
Digital Millennium Copyright Act (DMCA)
NDT respects the intellectual property of others and takes the protection of intellectual property seriously. If you believe in good faith that materials posted on the Cortex Cloud infringe your intellectual property rights, then you may send us a "Notification of Claimed Infringement" requesting that the material be removed, or access to it blocked. <<Learn how to submit a notice to NDT.>>
If you receive a notification from NDT that public data you made available on or through the Cortex Cloud has been the subject of a Notification of Claimed Infringement, then you will have the right to provide us with a “Counter Notification.” <<Learn how to send a counter notification to NDT.>>
If you post links in any provided User Content, you are deemed, to the extent you are able, to grant to NDT a worldwide, royalty-free, sublicenceable, non-exclusive right to display the posted links, and content of the posted links, for so long as the User Content is available on this Service. NDT requires that posted links be restricted to home pages, and not "deep links," unless the posted link is to an internet site that you own, operate, or to which the host site generates links for you to share (e.g., Youtube). NDT reserves the right in its sole discretion to remove any posted links for any reason whatsoever.
Inclusion of any posted link in User Content does not imply any endorsement by or responsibility of NDT with regard to the contents of sites related to the corresponding posted link.
By posting User Content to this Service, you agree to the following conduct guidelines and warrant that:
You are at least 18 years of age and have the power to enter into this Agreement, or have a parent or guardian’s consent, where the parent or guardian has the power to enter into this Agreement.
You will not impersonate any other person or submit false or inaccurate information about yourself. Your account registration must contain complete and accurate information as requested.
You will not create or use a false identity on the Website. You can use a Pseudonym, Pen Name, or Alias to be used in public.
Any contact information you provide to NDT, including, but not limited to, your mailing address, shipping address, e-mail address, residential phone number, and mobile phone number is true and accurate to you.
You will not post any threatening, harassing, libelous, false, misleading, defamatory, insulting or offensive text, whether directed towards NDT, NDT's products, NDT's employees, or another User.
You will not post any offensive, obscene, or pornographic material, or any material that would violate any applicable law or regulation.
You will not post off-topic, troll, post spam, advertising, or other solicitation except in areas specifically designated for such purposes.
You will not post serial numbers, activation keys, "cracks," confidential information, or any other information intended for software piracy or unlicensed use of software.
You will not share your account information, or allow any third party, besides the persons for whom you have granted with access to the same account, to use your account to access this Service.
You will not harvest information for your own use, including collecting and storing personal data about others.
You will not post, upload, transmit, or distribute any content or post any links to third party websites that contain software viruses or any other code, files, or programs designed to interrupt, destroy, modify or limit the functionality of another computer, software or the Website.
You will not disrupt, interfere, compromise, or otherwise affect the security of the Website or affiliated or linked Website, or any services, system resources, accounts, servers, or networks connected to or accessible through the Website.
You will not reverse engineer, or create derivative works based on this Service, including this Website or any content hosted thereon.
You will not attempt to obtain unauthorized access to this Service or portions of this Service that are restricted from general access.
You will comply with all applicable laws regarding your use of this Service.
To contribute User Content, you must be a registered user and provide a profile with an account name and secure password. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity.
You acknowledge that, to the fullest extent permissible by applicable law, NDT is not responsible for third party access to your account that results from theft or misappropriation of your account. NDT and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.
NDT may provide, from time to time, podcasts consisting of audio and/or video content. Podcasts are available only for personal, noncommercial use. You may download, copy and/or transfer a podcast to a computer or mobile device only for your personal, non-commercial use, provided that you do not modify the content. You also may link to podcasts from your site, blog, application, platform or service, as long as:
the links redirect the user to an official NDT website when the user clicks on them,
you do not insert any intermediate page, splash page or other content,
the linking does not suggest that NDT promotes or endorses any third party's causes, ideas, sites, applications, platforms, products or services,
you do not use NDT content for inappropriate commercial purposes, and
you provide attribution to NDT adjacent to the link.
NDT reserves the right to change, terminate or suspend the podcasts at any time and for any reason or no reason. NDT also has the right to require you to cease accessing any podcasts at any time and for any reason or no reason.
YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THIS SERVICE IS USED AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.
NDT AND ITS AGENTS ASSUME NO RESPONSIBILITY FOR ANY CONSEQUENCE RELATING DIRECTLY OR INDIRECTLY TO ANY ACTION OR INACTION YOU TAKE BASED ON THE INFORMATION, SERVICES, OR OTHER MATERIAL ON THE WEBSITE. WHILE NDT STRIVES TO KEEP THE INFORMATION ON THE WEBSITE ACCURATE, COMPLETE, AND UP-TO-DATE, NDT CANNOT GUARANTEE, AND WILL NOT BE RESPONSIBLE FOR, ANY DAMAGE OR LOSS RELATED TO THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE INFORMATION ON THE WEBSITE.
THIS SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, NDT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NDT DOES NOT MAKE ANY WARRANTY THAT THIS SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT ACCESS TO THIS SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED. NDT MAKES NO WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE OR AS TO THE ACCURACY, QUALITY, OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE WEBSITE.
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NDT OR THROUGH THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
Limitation on NDT’s Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NEITHER NDT, ITS SUPPLIERS, PARENTS, SUBSIDIARIES, REPRESENTATIVES, AFFILIATES OR AGENTS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. THIS INCLUDES WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. THIS APPLIES REGARDLESS OF THE MANNER IN WHICH DAMAGES ARE CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE RESULTING FROM (1) THE USE OF, OR THE INABILITY TO USE, THE WEBSITE; (2) THE USE OF, OR THE INABILITY TO USE, ITEMS PURCHASED ON THE WEBSITE; OR (3) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR ITEMS.
To the fullest extent permissible by applicable law, you agree to indemnify and hold harmless NDT, its directors, officers, employees, agents, co-branders, suppliers, subsidiaries, parents, and affiliates, from and against any and all liability, losses, claims, demands, disputes, damages, and costs of any kind, including, without limitation, reasonable attorneys’ fees and costs of litigation resulting from or in any way connected with your use of the Service, information you submit or transmit through the Website, privacy, tort or other claims relating to the provision of personal information to NDT that is not owned by you, in contravention of this Agreement; and/or your breach of this Agreement.