We at TakeTones Inc (“TakeTones,” “we,” or “us”) welcome you to use the TakeTones website located at: https://taketones.com (“Site”). The Site offers a subscription service for Items (as defined below) created by creators from around the world.
These Terms set forth the legally binding terms and conditions which are applicable to your use of the Site. Please be reminded that the Terms constitute an agreement between you and us and define the rights and responsibilities that you have with respect to the Site. Therefore, we encourage you to carefully familiarize yourself with the Terms.
Consequently, if you do not accept or understand the Terms, please do not use, access, or register on the Site. If your agreement to these Terms is required in connection with usage of the Site, and you do not agree to these Terms, you are not entitled to use the Site, in which case you must promptly uninstall and delete all copies of it.
From time to time, we may modify or amend the Terms. If we do so, we will post such modifications or changes in the Site. If you continue to use the Site following such a posting, you accept all such changes and modifications.
“Creator Item” means all Items and other materials (if applicable) that a Creator posts, uploads, publishes, submits, or transmits to be made available through the Site.
“Creator” means an Item creator who wishes to take advantage of the Site and its features.
“Footage” means any moving images, animations, films, videos or other audio/visual representations, video elements, visual effects elements, templates, graphics packs, and motion design projects excluding still images, recorded in any format.
“Items” means all content available for license from the Site, including, but not limited to Sound Effects, Footage, and Music (as defined herein).
“Music” means any musical compositions, master recordings, and any other recordings containing sounds or a series of sounds, in all formats, now known and hereinafter developed.
“Sound Effects” means a sound other than speech or Music made artificially for use in a play, film, or other broadcast production.
“User” means an individual acting in its own interest or as a representative of an entity or employer, who wishes to take advantage of the Site and purchase Creator Item on the Site in accordance with these Terms.
You must be at least eighteen (18) years of age to use the Site. Moreover, you represent and warrant that you will use the Site in compliance with all applicable laws and regulations. Use of the Site is unauthorized in any jurisdiction where the Site or any part of it may violate any laws or regulations. You agree not to access or use the Site in such jurisdictions.
We wish to remind you that you are solely responsible for the personal information, photos, and contact information that you upload, publish, provide, or display on the Site. Similarly, your use of, or reliance on, any material or content posted on the Site is at your own risk
These Terms confer only the right to use the Site while these Terms and the specified licenses are in effect, and they do not convey any rights of ownership in or to the Site. All rights, title, and interest, including any copyright, patent, trade secret, or other intellectual property rights in the Site (“Our Content”) will remain our sole property.
The copy of the Site is licensed, not sold, to you. You agree that we and our licensors own all rights, title, and interest in and to the Site, including all intellectual property rights in it. You agree not to delete or in any manner alter the copyright, trademark, or other proprietary rights notices or markings that may appear on the Site. The Creator Items on the Site are owned by the respective Creator, it is licensed to Users under the terms of the TakeTones User Licenses (as defined below).
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, revocable, non-assignable, and non-sublicensable license to access and use the Site solely for your personal, non-commercial use on any authorized device you own and control. We reserve all rights in the Site not expressly granted to you in these Terms.
Except as expressly specified in these Terms, you may not:
copy, modify, or create derivative works of the Site, including adaptations or modifications to the Site;
sell, rent, lease, distribute, transfer, sublicense, lend, or otherwise assign any rights to the Site to any third party;
disassemble, decompile, reverse-engineer, or attempt to derive the source code of the Site or permit a third party to do so, except to the extent such activities are expressly permitted by law. You agree to comply with any technical restrictions in the Site that allow you to use the Site only in certain ways.
We are not obliged to maintain or support the Site, to provide any specific content through the Site, or to provide you with updates, upgrades, or services related to the Site. You acknowledge that we may in our sole discretion issue updates to the Site, disable access to the Site for any period of time or permanently, and automatically update the version of the Site that you are using on your device. You consent to such automatic updating on your device, and agree that these Terms will apply to all such updates, unless such update is accompanied by a separate license, in which case the terms of that license will govern. You acknowledge and agree that we shall have no liability to you arising out of any unavailability of the Site.
The license to the Site granted under these Terms remains in effect until terminated by you or us. You may terminate the license at any time by destroying all copies of the Site in your possession or control. Without prejudice to any other terms set forth in these Terms, the license will automatically terminate without notice from us if you in any way breach any provision of these Terms. Upon termination in accordance with these Terms for any reason, you must cease all use of the Site and promptly delete and destroy all copies of the Site. Your termination of the license for any reason shall not release you from any liabilities or obligations set forth in these Terms which (a) have expressly been stated as surviving any such termination or expiration, or (b) remain to be performed, or by their nature would be intended to be applicable following any such termination or expiration.
For Creator Items, you represent and warrant that:
you have all necessary rights to submit Creator Items to the Site and grant the licenses set forth in the Terms;
TakeTones will not need to obtain licenses from any third party or pay royalties to any third party with respect to Creator Items;
a Creator Item does not infringe any third party’s rights, including intellectual property rights and privacy rights; and
By uploading Creator Items, you may grant TakeTones (at your discretion) either:
a limited, worldwide, non-exclusive, royalty-free license and right to copy, transmit, sublicense, distribute, publicly perform and display (through all media now known or hereafter created), and make derivative works from Creator Items (“Non-exclusive License”);
a limited, worldwide, exclusive, royalty-free license and right to copy, transmit, sublicense, distribute, publicly perform and display (through all media now known or hereafter created), and make derivative works from Creator Items (“Exclusive License”).
Please notice, that the type of license that you grant will affect the Creator Earnings (as defined in Section “Fees, Pricing, and Payments” below). The above licenses will continue unless and until you ask us to remove your Creator Items from the Site, in which case the licenses will terminate within a commercially reasonable period of time. Notwithstanding the foregoing, the license for legal archival/preservation purposes will continue indefinitely.
The Creator Item is provided “as is” without warranties or conditions of merchantability or fitness for a particular purpose. TakeTones does not represent or warrant that the Creator Item will meet User’s requirements or that its use will be uninterrupted or error free. The entire risk as to the quality and performance of the Items is with User.
By accessing the Site through your device, your internet provider may charge fees for the use of the Site. You are solely responsible for the payment of all such fees, such as internet service provider or airtime charges. Use of the Site is free.
User may purchase a Creator Item from the Site on a one-time purchase basis or get unlimited downloads via subscription by paying a subscription fee (together, “User Fees”) on a recurring interval disclosed to you prior to your purchase (“Subscription”) as explained in detail below.
Types of Subscriptions:
Subscription with Yearly Billing
By purchasing a Subscription with Yearly Billing, you agree to an initial pre-payment for one full year of service. After one year and annually thereafter, you will be billed a recurring Subscription renewal fee at the then-current Annual Subscription rate. You may cancel your Subscription anytime before the next billing cycle, subject to the terms of our cancellation policy located at https://taketones.com/page/faq.
Subscription with a Half-Year Billing
By purchasing a Subscription with a Half-Year Billing, you agree to an initial pre-payment for six months of service, with the subsequent payments being made each six months period thereafter. After six months and annually thereafter, your Subscription will renew and you agree to the successive six months’ payment installments at the then-current Subscription rate, with the first payment being billed on the date of renewal. You may cancel your Subscription anytime before the next billing cycle, subject to the terms of our cancellation policy located at https://taketones.com/page/faq.
Annual Subscription with Quarterly Billing
By purchasing a Subscription with a Quarterly Billing, you agree to an initial pre-payment for three months of service, with the subsequent payments being made each three months period thereafter. After three months and annually thereafter, your Subscription will renew and you agree to the successive three months’ payment installments at the then-current Subscription rate, with the first payment being billed on the date of renewal. You may cancel your Subscription anytime before the next billing cycle, subject to the terms of our cancellation policy located at https://taketones.com/page/faq.
Subscription with Monthly Billing
By purchasing a Subscription with Monthly Billing, you agree to twelve monthly payment installments, with the first payment being on the date that you commence your subscription and payments subsequently being made each month thereafter. After one year and annually thereafter, your Subscription contract will renew and you agree to the successive twelve months’ payment installments at the then-current Subscription rate, with the first payment being billed on the date of renewal. You may cancel your Subscription anytime before the next billing cycle, subject to the terms of our cancellation policy located at https://taketones.com/page/faq.
User Fees for one-time purchase (differentiating depending on the type of license being purchased) are available at https://taketones.com/page/license and User Fees for Subscription are available at https://taketones.com/subscription.
TakeTones may change the User Fees, including recurring subscription fees, from time to time and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes will take effect at the start of the next subscription period following the date of the price change. Subject to applicable law, you accept the new price by continuing to use the Site after the price change takes effect. If you purchase a Subscription, you authorize TakeTones to charge you automatically each month or other recurring period unless and until you cancel the Subscription. The cancellation will take effect the day after the last day of the current Subscription period.
Payment of User Fees
Visa, Mastercard, American Express, PayPal, and Apple Pay service, are all valid, acceptable forms of payment (“Payment Method”). All monies shall be paid in full prior to receipt of User’s License(s).
For certain Payment Methods, the issuer of your Payment Method may charge you a foreign transaction fee or other charges. Check with your Payment Method service provider for details. Payment processing services are provided by Paddle and are subject to the Paddle Terms of Service located at https://www.paddle.com/legal/terms. By agreeing to these Terms or continuing to use the Site, you agree to be bound by the Paddle Terms of Service, as the same may be modified by Paddle from time to time. As a condition of TakeTones enabling payment processing services through Paddle, you agree to provide TakeTones accurate and complete information about you and/or your business, and you authorize TakeTones to share it and transaction information related to your use of the payment processing services provided by Paddle.
Refunds are available to Users under the following conditions:
For one-time purchases: User may refund a one-time purchase if User mistakenly chosen the wrong User License for the purchased Creator Item. A right to request such refund will only be available to User for 3 days from the date of purchase;
For Subscriptions: User may refund the last Subscription payment installment (depending on type of Subscription) only within 3 days from the date on which it was charged, provided that during this period no Creator Item was downloaded by such User.
Creators are entitled to receive a portion of paid User Fees for the Creator Item that they’ve l icensed to TakeTones (“Earnings”) on a monthly basis (“Reporting Period”) subject to the following terms and conditions.
Earnings will be paid to Creator subject to the following conditions:
All sums to be paid to Creators will be calculated after deduction of taxes, fees and other obligatory payments;
Earnings from One-Time Purchases:
If the Creator Item was granted to TakeTones on a basis of a Non-exclusive License, Creator will be entitled to 40% from a sum of User Fees paid during the Reporting Period, subject to Section (a) above;
If the Creator Item was granted to TakeTones on a basis of an Exclusive License, Creator will be entitled to 50% from a sum of User Fees paid during the Reporting Period, subject to Section (a) above;
Earnings from Subscriptions:
At the beginning of every Reporting Period each Creator will receive a calculation of its Earnings from Subscriptions, that will be calculated as follows: all Subscription User Fees for the Reporting Period (subject to Section (a) above) are divided by the total number of Creator Items downloads for the same period (“Subscription Earnings”).
If the Creator Item was granted to TakeTones on a basis of a Non-exclusive License, Creator will be entitled to 40% from the Subscription Earnings for the Reporting Period;
If the Creator Item was granted to TakeTones on a basis of an Exclusive License, Creator will be entitled to 50% from the Subscription Earnings for the Reporting Period;
Conditions for Payment:
If the total sum of Earnings (including Subscription Earnings) for the Reporting Period is equal or exceeds $50, Earnings will be paid to Creator on or after 15th day of the month following the Reporting Period;
If the total sum of Earnings (including Subscription Earnings) for the Reporting Period is less than $50, Earnings will be paid to Creator on or after 15th day of the month when the total amount of Earnings will reach $50.
We respect the intellectual property rights of others. We will respond expeditiously to claims of copyright infringement using guidelines and procedures set forth in Section 512 of the Digital Millennium Copyright Act of 1998 (“DMCA”). If you see any material on the Site that in your good faith belief may infringe someone’s copyright, you may notify us by emailing us at [email protected] with “Copyright” in the subject line. In order for it to be effective, your notice, also known as a takedown notice, must include the following information:
The identity of the original copyrighted work that you claim is infringed or – if your notice covers multiple copyrighted works ¬– you may provide a representative list of the copyrighted works that you claim have been infringed;
A sufficiently detailed description of the content on the Site that you claim infringes the copyrighted work;
Your contact information, including your full name, mailing address, telephone number, and email address, if available;
A statement that you believe in good faith that the use of the allegedly infringing content on the Site is not authorized by the copyright owner, its agent, or the law;
This statement: “I swear, under penalty of perjury, that the information in this notification and complaint is accurate and that I am the copyright owner, or am authorized to act on behalf of the copyright owner, of an exclusive right that is infringed”; and
A physical or electronic signature of the copyright holder or a person authorized to act on his or her behalf.
Moreover, if you believe your work was erroneously removed due to an incorrect claim of copyright ownership, you may provide us a written counter-notice. When we receive your counter-notice, we may, in our discretion, reinstate the material in question in not fewer than 10 nor more than 14 days after we receive the counter-notice, unless we first receive notice from the original complaining party who filed the infringement notice that it has filed a legal action to restrain the allegedly infringing activity. To provide a counter-notice to us, you may email us at [email protected]. Please note that if you provide a counter-notice, in accordance with the terms of the DMCA, the counter-notice will be given to the original complaining party that filed the infringement notice. To be effective, a counter-notice must contain substantially all of the following information:
Identification of the material that has been removed or to which access has been disabled in the Site and the location at which the material appeared before it was removed or access to it was disabled;
Your name, address, telephone number and, if available, email address;
Include both of the following statements in the body of the Notice:
“I hereby state under penalty of perjury that I have a good-faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.”
“I hereby state that I consent to the jurisdiction of the Federal District Court for the judicial district in which my address is located or, if my address is outside of the United States, for any judicial district in which TakeTones may be found, and I will accept service of process from the complaining party who notified TakeTones of the alleged infringement or an agent of such person.”
Provide your full legal name and your electronic or physical signature.
The list below contains examples of behaviors that are prohibited in the Site:
Impersonating another person or entity;
Accessing or using the Site in an unlawful way or for any unlawful purpose;
Transmission of any data, materials, content or information which is libelous, defamatory, obscene, fraudulent, false or contrary to the ownership or intellectual property rights of any other person, or otherwise unlawful;
Transmission of viruses, malware, or other malicious code in the Site;
Modification, reverse-engineering, or other manipulation of the Site; and
Interfering with, or disrupting, the Site.
In order to ensure the integrity of the Site, we reserve the right at any time in our sole discretion to block users with certain unique device identifiers from accessing the Site.
Engage in unauthorized collection of users’ content or information or otherwise access the Site by automated means (including using so-called bots or scrapers) without an authorization from us;
Reveal any personal data related to another individual, including a person’s address, phone number, email address, credit card number or any information that may otherwise be used to track, contact or impersonate another individual;
Use a username that is the name of another person and intending to impersonate that person; or
Provide any false personal data to us or create any user account for anyone other than yourself without such person’s permission.
Please be reminded that you must protect any passwords or other credentials associated with your account for the Site and take full responsibility for any use of the account under your password.
Your access to and use of the Site is at your own risk. You understand and agree that the Site is provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, OUR AFFILIATES AND WE DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Site or any content in the Site. We will not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Site. Moreover, you agree that we do not have responsibility or liability for the deletion of, or the failure to store or to transmit, any material or content and other communications maintained in the Site. We make no warranty that the Site will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from the Site or our representatives, will create any warranty not expressly made in these Terms.
The Site may contain links to websites owned or operated by third parties. Such links are provided for informational purposes only. We are not responsible for any such third-party websites and do not have control over any materials or content made available therein. Our inclusion of a link to a third-party website in the Site does not in any way imply our endorsement, advertising, or promotion of such websites or any materials or content made available there. By accessing a third-party website, you accept that we do not exercise any control over such websites or their content. We have no responsibility for the content of any third-party website. We encourage you to familiarize yourself with the terms of service applicable to any third-party website you may access.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, LOSS OF ANTICIPATED SAVINGS; ACCRUED BUT WASTED EXPENDITURE; COST OF PROCUREMENT OF SUBSTITUE GOODS OR SERVICES, LOSS OF GOODWILL; OR OTHER INTANGIBLE LOSSES RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SITE; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SITE, INCLUDING ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SITE; AND (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF ANY MATERIAL OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. IN SOME JURISDICTIONS THE APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. IN ALL CASES OUR MAXIMUM LIABILITY IS LIMITED TO ANY FEES PAID BY YOU TO US.
You agree to indemnify and hold us harmless from any claim or demand, including attorney’s fees, made by any third party due to or arising out of your breach of these Terms, or your violation of any law or the rights of a third party. Nothing in these Terms shall be deemed to exclude or limit your liability in respect of any indemnity given by you under these Terms.
Our failure to exercise any rights under these Terms shall not constitute or be deemed a waiver or forfeiture of such rights or a waiver or forfeiture of such rights in the future. In the event that any provision of these Terms is held to be invalid or unenforceable by a court or tribunal of competent jurisdiction for any reason, the remaining provisions of these Terms will remain in full force and effect.
BY USING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND US.
In this Arbitration Section:
“You” and “your” mean the individual or legal entity entering into these Terms, as well as any person claiming through such individual;
“We” and “us” means TakeTones, its affiliates, and each of their respective parents, subsidiaries, affiliates, predecessors, successors, and assigns, as well as the officers, directors, and employees of each of them;
“Claim” means any dispute, claim, or controversy (whether based on contract, tort, intentional tort, constitution, statute, ordinance, common law, or equity, whether pre-existing, present, or future, and whether seeking monetary, injunctive, declaratory, or any other relief) arising from or relating to these Terms or the relationship between us and you (including claims arising prior to or after the date of the Terms, and claims that are currently the subject of purported class action litigation in which you are not a member of a certified class), and includes claims that are brought as counterclaims, crossclaims, third party claims or otherwise, as well as disputes about the validity or enforceability of these Terms or the validity or enforceability of this Arbitration Section.
Any Claim will be resolved by binding arbitration administered by the American Arbitration Association or JAMS, under the applicable arbitration rules of the administrator in effect at the time a Claim is filed (“Rules”). Any arbitration under these Terms will take place on an individual basis; class arbitrations and class actions are not permitted. You can obtain the Rules and other information about initiating arbitration by contacting the American Arbitration Association at 1633 Broadway, 10th Floor, New York, NY 10019, www.adr.org. The address for serving any arbitration demand or claim on us is TakeTones, 30 N Gould St Ste R, Sheridan, WY 82801, USA, Attention: Legal.
Claims will be arbitrated by a single, neutral arbitrator, who will be a retired judge or a lawyer with at least ten years’ experience.
Any in-person arbitration hearing will be held in the city with the federal district court closest to your residence, or in such other location as you and we may mutually agree. The arbitrator will apply applicable substantive law consistent with the Federal Arbitration Act, 9 U.S.C. §§ 1-16, and, if requested by either party, provide written reasoned findings of fact and conclusions of law. The arbitrator will have the power to award any relief authorized under applicable law. Any appropriate court may enter judgment upon the arbitrator’s award. The arbitrator’s decision will be final and binding except that: (1) any party may exercise any appeal right under the FAA; and (2) any party may appeal any award relating to a claim for more than $100,000 to a three-arbitrator panel appointed by the administrator, which will reconsider de novo any aspect of the appealed award. The panel’s decision will be final and binding, except for any appeal right under the FAA.
YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and we agree otherwise in writing, the arbitrator may not consolidate more than one person’s claims. The arbitrator will have no power to arbitrate any Claims on a class action basis or Claims brought in a purported representative capacity on behalf of the general public, other borrowers, or other persons similarly situated. The validity and effect of this paragraph (e) will be determined exclusively by a court, and not by the administrator or any arbitrator.
If any portion of this Arbitration Section is deemed invalid or unenforceable for any reason, it will not invalidate the remaining portions of this section. The terms of this Arbitration Section will prevail if there is any conflict between the Rules and this section.
YOU AND WE AGREE THAT, BY ENTERING INTO THESE TERMS, THE PARTIES ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND WE ACKNOWLEDGE THAT ARBITRATION WILL LIMIT OUR LEGAL RIGHTS, INCLUDING THE RIGHT TO PARTICIPATE IN A CLASS ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO CONDUCT FULL DISCOVERY, AND THE RIGHT TO APPEAL (EXCEPT AS PERMITTED IN PARAGRAPH (d) OR UNDER THE FEDERAL ARBITRATION ACT).
You and we acknowledge and agree that the arbitration agreement set forth in this Arbitration Section is made pursuant to a transaction involving interstate commerce, and thus the Federal Arbitration Act will govern the interpretation and enforcement of this Arbitration Section. This Arbitration Section will survive the termination of these Terms.
In the event that a dispute does not proceed to arbitration, these Terms and all other aspects of your use of the Site will be governed by and construed in accordance with the laws of the United States and, to the extent applicable, to the laws of the State of Wyoming, without regard to its conflict-of-laws principles. You agree that you will notify us in writing of any claim or dispute concerning or relating to the Site and the information or services provided through it, and give us a reasonable period of time to address it before bringing any legal action, either individually, as a class member or representative, or as a private attorney general, against us.
If you have any questions about these Terms, please contact us at [email protected] or by mailing us at 30 N Gould St Ste R, Sheridan, WY 82801, USA.
We reserve the right to discontinue offering the Site or to update the Site at any time in our sole discretion and without notice. Notwithstanding anything contained in these Terms to the contrary, we may also, in our sole discretion, terminate or suspend your access to the Site at any time. Following termination, all such terms that by their nature may survive termination of these Terms shall be deemed to survive such termination.