Terms of Service and Participation for Glydsphere Additional Offerings
Last updated: February 2021
These Terms of Service and Participation for Glydsphere Additional Offerings (these “Terms of Service” or these “Terms”) govern your participation in any access to and use of any Additional Offerings (as defined below) that Space Gravity GmbH (“Space Gravity,” “we,” “us,” or “our”) facilitates or makes available to you. In these Terms, we use the terms “you” or “your” to mean you as an individual.
1. Additional Offerings.
“Additional Offering” means any of the services; additional products; the enablement of uploading, downloading, and/or certain interoperations of features or functionalities; and any other additional offerings that we either facilitate or make available to you, to the extent the foregoing are not, by themselves, an Application or a Product. For clarification, our services performed or provided by Additional Offerings would also be deemed Additional Offerings.
Certain of the Additional Offerings may involve your Apple iOS or other Apple-branded device or product or your device that can access Google Play (each of the foregoing, respectively, an “Apple Device” and a “Google Device”; collectively, “Devices” and each a “Device”).
In some manner or means, some portion or all of such facilitation or availability will either be through or at our Website. For example, we may provide:
- abilities to generate or scan QR codes,
- toolkits (or links to providers of toolkits),
- interfaces and/or portals, and/or
- temporary storage (e.g., one hour) of sound files, during an upload/download process.
Additional Offerings may vary depending on if the Applications involved were provided by us for free or for a fee.
We may discontinue or change any of the Additional Offerings at any time and without notice.
Our Website may contain various descriptions of aspects, limitations, rules, and requirements that apply to the Additional Offerings.
You may access and use the Additional Offerings only if you agree to these terms and conditions. If you do not agree, do not access or use the Additional Offerings. Your access and use of an Additional Offering signifies that you have read, understood, and agree to be bound by these Terms.
Certain Additional Offerings may be provided in exchange for fees to be paid by you.
2. Changes to these Terms; User Information.
We may modify these terms and conditions at any time. Each time you access and use an Additional Offering, you signify your acceptance of and agreement to the then-current terms and conditions of these Terms.
3. Our Ownership.
The Additional Offerings are protected by copyright and other intellectual property laws and by international treaties. We and our licensors and suppliers own all rights in the Additional Offerings, including all patents, copyrights, trade secrets, trademarks, and any and all other proprietary and intellectual property rights worldwide. Your rights to use an Additional Offering are specified or referenced herein, and we retain and reserve all rights not expressly granted to you.
4. Scope of License to You.
Subject to the terms and conditions of these Terms and during the term that we offer and you access and use an Additional Offering, we grant you a personal, limited, non-exclusive, revocable, non-sublicenseable, and non-transferrable license to access and use such Additional Offering for your personal, non-commercial purposes only.
You agree to use the Additional Offerings in compliance with all applicable laws, rules, and regulations.
You may not: (a) access or attempt to access the Additional Offerings by any means other than through the manners and means described at the Website or otherwise provided by us; (b) attempt to gain unauthorized access to any of our or our suppliers’, licensors’, or distributors’ services, accounts, computer systems, or networks associated with the Additional Offerings; (c) remove or alter any trademark, logo, copyright, or other proprietary notices, legends, symbols, or labels in or on the Additional Offerings; (d) block, disable, or otherwise affect any advertising, advertisement banner window, tabs, links to other sites and services, or other features that constitute a part of the Additional Offerings; (e) use any of the Additional Offerings in any manner that could damage, disable, overburden, or impair them or interfere with any other person’s use and enjoyment of them; (f) use the Additional Offerings in any way that violates these Terms; (g) use the Additional Offerings in any way that violates the rights of any third party; or (h) assist any third party to do any of the acts described in this paragraph.
6. Content and Sound Files and Sets.
6.1 Our Content. Content, information, materials, graphics, video, audio and sound files that are provided by us or our licensors (collectively, “Our Content”) and that may be accessed or used through the Additional Offerings or that are a part of the Additional Offerings are ours and/or our licensors’ property. Unless the context dictates otherwise, Our Content may, for purposes of these Terms, be deemed a part of the Additional Offerings. We will not have any liability to you for content that may be found to be offensive, indecent, or objectionable. Our Content includes Our Sound Files and (unless the context dictates otherwise) may be deemed to include Modifications to Our Sound Files (each as defined below).
6.2 Your Content. Content, information, materials, sound recordings, audio and sound files that you submit, provide, or upload to us or our systems or through our interfaces or portals as a part of your access or use of the Additional Offerings (e.g., uploading certain sound files that you separately created or separately obtained from a third party) are, collectively, “Your Content”; provided, however, Your Content does not include Our Content. Your Content includes Your Sound Files and Modifications to Your Sound Files (each as defined below).
As between you and us, you are the owner of Your Content.
You hereby grant to us (and our authorized agents and contractors) all rights, licenses, and permissions in and relating to Your Content as are necessary to provide, facilitate, and make available the Additional Offerings to you.
6.3 Sound Files and Sound Sets.
“Sound File” means an audio or sound file or the like that is both functionally operable and appropriate for your use with an Application.
“Our Sound File” means a Sound File provided by us (including by or through an Additional Offering).
“Your Sound File” means a Sound File provided by you.
“Modification to Our Sound File” means your creation or development of a modification of any kind to Our Sound File.
“Modification to Your Sound File” means your creation or development of a modification of any kind to Your Sound File.
“Modified Sound File” means a Modification to Our Sound File or a Modification to Your Sound File that is both functionally operable and appropriate for your use with an Application.
“Sound Set” means a combination of two or more Sound File(s) and/or Modified Sound File(s) into one overall set that is both functionally operable and appropriate for your use with an Application.
To the extent any Sound Set contains an Our Sound File or a Modification to Our Sound File, you do not own such Sound Set.
To the extent you may have any right, title, or interest in or to any portion of a Modification to Our Sound File (including all copyright and other intellectual property rights embodied in or represented by the foregoing), you hereby assign to us all such right, title, and interest. Upon our request, you will deliver to us such Modification to Our Sound File and/or execute and deliver all documents and perform all acts that we may reasonably request in order to assist us in perfecting the rights transferred to us herein.
Subject to applicable terms and conditions of these Terms and the EULA and any other applicable limitations or requirements, and during the term that we offer and you access and use an applicable Our Sound File, we grant you a personal, limited, non-exclusive, revocable, non-sublicenseable, and non-transferrable license to create or develop Modifications to Our Sound Files that are both functionally operable and appropriate for your use with an Application and then for your personal, non-commercial purposes only.
You must obtain at your own expense the equipment, means, and services to access and use the Additional Offerings.
8. Responsibilities; Passwords; Links.
You are solely responsible for your use of the Additional Offerings, the use of your account (if any) by others, or any breach of your obligations under these Terms. You are responsible for all consequences of activities on your account (if any), including the consequences that may occur if others obtain access to your account (if any). You shall maintain as personal and confidential any unique user identification and/or password used by you to gain access to an Additional Offering. It is your sole responsibility to protect your user identification and password from unauthorized use, and you will be responsible and liable for any unauthorized use of your user identification or password.
The Additional Offerings may include links to third-party sites not operated by us. These links are provided for your convenience and in no way signify any endorsement of any such sites or the content thereof. Access to any such linked site is at your own risk, and we will not have any liability arising out of or related to such sites and/or their content, or for any damages or loss caused by or in connection with any use of or reliance on such content, or any goods or services, available on or through such sites.
9. Your Representations.
You represent and warrant that you have adequate legal capacity to enter into these Terms, that you will use the Additional Offerings only for lawful purposes, and that you will not violate the rights of others or the terms and conditions of these Terms.
You also represent and warrant that (i) you own or otherwise have and will have all necessary rights and consents in and relating to Your Content as necessary in order to grant the rights, licenses, and permissions to us that are contemplated by these Terms; (ii) Your Content (and any Modifications to Our Sound Files) does not and will not infringe upon, violate, or misappropriate any privacy or other proprietary or intellectual property rights of any third party; (iii) Your Content (and any Modifications to Our Sound Files) is not unlawful and does not otherwise give rise to civil or criminal liability; and (iv) you have all rights necessary to transfer good title to us in any Modifications to Our Sound Files, free and clear of encumbrances.
10. No Support or Update Obligations.
Except to the extent as may be expressly provided at the Website, you agree that you are not entitled to any support, telephone assistance, corrections, updates, upgrades, bug fixes, and/or enhancements of the Additional Offerings from us or our distributors.
We may terminate these Terms at any time, with or without notice, upon any violation or breach of these Terms by you, or if we cease to support or provide an Additional Offering, which we may do in our sole discretion. Upon any termination, you shall cease all use of and uninstall the Additional Offerings and destroy any copies, full or partial, of the Additional Offerings. All rights and obligations in these Terms that become absolute before termination of these Terms or that are of a continuing nature shall survive such termination.
12. No Warranty.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE ADDITIONAL OFFERINGS IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ADDITIONAL OFFERINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE ADDITIONAL OFFERINGS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. WE DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE ADDITIONAL OFFERINGS, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE ADDITIONAL OFFERINGS WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE ADDITIONAL OFFERINGS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE ADDITIONAL OFFERINGS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OR OUR AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY. IF THE ADDITIONAL OFFERINGS PROVE TO BE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO, TO THAT EXTENT, THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
The Additional Offerings are in no way intended or warranted to meet or satisfy the requirements of any applicable law, regulation, or safety standard regarding the type, pitch, quality, or volume of sound that may be required to be emitted from electric or hybrid vehicles during operation (such as an acoustic vehicle alerting system, warning mechanism, or otherwise).
13. Limitations of Liability.
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL WE, OUR LICENSORS, OR OUR SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR PERSONAL INJURY OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS OR REVENUES, COSTS OF REPLACEMENT, BUSINESS INTERRUPTIONS, OR LOSS OF DATA, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE), AND EVEN IF WE ARE EXPRESSLY ADVISED ABOUT THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATED TO USE OR MISUSE OF THE ADDITIONAL OFFERINGS; INABILITY TO ACCESS OR USE THE ADDITIONAL OFFERINGS; ANY LOSS OR CORRUPTION OF DATA OR INFORMATION SUBMITTED VIA THE ADDITIONAL OFFERINGS; OR ANY COMMUNICATIONS OR SERVICES PROVIDED BY, OR REQUESTED FROM, US VIA THE ADDITIONAL OFFERINGS. In no event shall our total liability to you for all damages exceed the greater of the amount of fees paid by you for the Additional Offering that is the subject of such claim or $100.00. The foregoing limitations will apply even if any stated remedy fails of its essential purpose. In some jurisdictions, certain limitations of liability are not permitted, and, to that extent, such limitations on liability may not apply to you.
We assume no responsibility and no liability for any claims, demands, actions, liabilities, losses, damages, or expenses arising out of or relating to any personal injury (including death) or property damage or any violation of any applicable traffic or driving laws or regulations, occurring wholly or in part due to automobile / vehicular accidents or other driving-related incidents, including but not limited to such accidents or incidents occurring while an Additional Offering is in use.
You agree to indemnify, defend, and hold harmless us and our employees, contractors, officers, and directors from and against any and all claims, suits, demands, actions, damages, liabilities, losses, costs, and expenses (including attorneys’ fees) that arise from your use or misuse of an Additional Offering or your breach or violation of any of the terms and conditions referenced herein or the law. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification and defense by you, in which event you will cooperate with us in asserting any available defenses.
15. Injunctive Relief.
You agree that your breach or threatened breach of these Terms will cause us irreparable injury for which recovery of monetary damages would be inadequate and that we, therefore, may obtain timely injunctive relief to protect our rights under these Terms in addition to any and all other remedies available to us at law or in equity.
16. Governing Law; Jurisdiction.
These Terms are governed by the laws of the State of Ohio and applicable federal laws of the United States of America, without giving effect to conflict of laws principles. Subject to the below Dispute Resolution provisions and for any disputes not otherwise subject to arbitration, you irrevocably consent to the exclusive jurisdiction of the federal and state courts situated in Columbus, Ohio, USA, for purposes of any legal action arising out of or related to these Terms or use of the Additional Offerings.
17. Dispute Resolution.
PLEASE READ THIS SECTION CAREFULLY. YOU AGREE THAT YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION. FOLLOW THE INSTRUCTIONS BELOW IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS.
You must contact us within one (1) year of the date of the occurrence of the event or facts giving rise to a dispute, or you waive the right to pursue any claim based upon such event, facts, or dispute.
Any civil action, claim, dispute, or proceeding arising out of or relating to these Terms or access to or use of the Additional Offerings will be resolved exclusively through final and binding arbitration, before a single arbitrator, rather than in court (except as provided in Section 15). Except as provided in Section 15, the arbitrator – and not any federal, state, or local court or agency – will have exclusive authority to resolve any dispute arising out of these Terms or access to or use of the Additional Offerings and to arbitrate any part of these Terms, including any claim that all or any part of this section or these Terms is void or voidable.
The arbitration will be conducted by the American Arbitration Association (the “AAA”) exclusively in Columbus, Ohio, USA, under the AAA’s rules and procedures, as modified by this section and conducted in the English language. The AAA’s rules and a form for initiating arbitration proceedings are available at www.adr.org .
You and we will select the arbitrator, and, if you and we are unable to reach agreement on selection of the arbitrator within 30 days after the notice of arbitration is served, then the AAA will select the arbitrator. Arbitration will not commence until the party requesting arbitration has deposited such fees and costs as required by the AAA for arbitration of the type of claim brought by the person requesting arbitration. The party requesting arbitration will advance such sums as are required from time to time by the arbitrator to pay the arbitrator’s fees and costs until the prevailing party is determined or the parties have agreed in writing to an alternate allocation of fees and costs.
Agreement to these Terms constitutes an agreement to pursue your claim on an individual basis and a waiver of the ability to pursue your claim in a class or representative action (or consolidated basis or on bases involving claims brought in a purported representative capacity on behalf the general public). If a dispute is arbitrated, you give up your right to participate as a class representative or class member on any class claim you may have against us, including any right to class arbitration or any consolidation of individual arbitrations.
The arbitrator will decide the substance of all claims exclusively in accordance with the laws of the State of Ohio, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator will not be bound by rulings in prior arbitrations involving our other users, but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law. Judgment upon any award rendered by the arbitrator is final, binding, and conclusive upon you and us and your and our respective administrators, executors, legal representatives, successors and assigns, and may only be entered in the state or federal courts of record in or for Columbus, Ohio, USA.
If you do not wish to be bound by arbitration and waive your rights to participate in a class action, you must notify us in writing within thirty (30) days of the date that you first obtain Additional Offerings and include: (i) your name, (ii) your account number (if any), (iii) your mailing address, and (iv) a statement that you do not wish to resolve disputes with us through arbitration. You must send your notice to us at: firstname.lastname@example.org. If you do not notify us, you agree to be bound by the arbitration provisions and the class-action waiver provisions herein.
These Terms constitutes the legal agreement between you and us regarding their subject matter. Section headings are for convenience and do not define or limit the scope or intent of such sections. If any part of these Terms is held invalid or unenforceable, the remaining portions remain in full force and effect, or we may at our option terminate these Terms. A waiver by either party of any term or condition of these Terms or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. We will not be liable for any delay, failure in performance, or interruption of service resulting directly or indirectly from any cause beyond our reasonable control.
19. Contact Us.
You may contact us at: email@example.com .