Terms of service

Terms of Use

Effective Date: February 9, 2020

Last Updated: February 10, 2022

 

BY ACCESSING OR REQUESTING THE SERVICE (DEFINED BELOW), YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS (THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND PROVIDER’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY PROVIDER AND YOU TO BE BOUND BY THESE TERMS.

AS FURTHER DESCRIBED BELOW, THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, UNLESS YOU ARE LOCATED IN A JURISDICTION THAT PROHIBITS THE EXCLUSIVE USE OF ARBITRATION FOR DISPUTE RESOLUTION. THESE TERMS ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE, TO THE FULLEST EXTENT PERMITTED UNDER LAW. Please review Section 18 for the details regarding your agreement to arbitrate any disputes with Key WAV LLC.

 

  • Introduction and Eligibility

Please read these Terms of Use (“Terms”) carefully before using the Service (as defined below). These Terms incorporate by reference Provider’s Privacy Policy, and the Terms of Use.

  1. Revisions to Terms. We reserve the right to change these Terms on a going-forward basis at any time, effective as of posting. Please check these Terms periodically for changes. However, if a change to these Terms materially modifies your rights or obligations, you may be required to accept the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
  • The Service
  1. The “Service” means the website located at www.keywav.io and any associated mix and master requests, and other services under our control, whether partial or otherwise, used in connection with the services we provide. The Service entails professional grade editing of pre-recorded vocals.
  2. Third-Party Services. The Service may link to websites owned by third parties (“Third Party Sites”). If you use these links, then you will leave the Service. We are not responsible for these Third Party Sites, whether or not we are affiliated with such Third Party Sites. Through our use, we do not endorse the organizations sponsoring such Third Party Sites or their products or services. We are not responsible or liable for any loss or damage of any sort incurred as a result of any such dealings you may have on or through a Third Party Site or as a result of the presence of any third-party advertising on the Service.

 

  • Communications

By using the Service or providing personal information to us, you agree that we may communicate with you electronically regarding security, privacy, customer service, and other administrative issues relating to your use of the Service. If we learn of a security system’s breach, then we may attempt to notify you electronically by posting a notice on the Service or sending an email to you. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to us at hello@keywav.io.

 

  • Your License to Us and Other Users
  1. We Claim No Ownership. 

You or a third-party licensor, as appropriate, retain all intellectual property rights to the product you receive through the Service. This also means that you are responsible for protecting any of your rights.

 

  • Our Content Ownership and Use
  1. The Service is owned and operated by Key WAV LLC. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by Key WAV LLC are protected by intellectual property and other laws. All Materials included in the Service are the property of Key WAV LLC or its third party licensors. Except as expressly authorized by Key WAV LLC, you may not use the Materials. Key WAV LLC reserves all rights to the Materials not granted expressly in these Terms.

 

  • Intellectual Property Policy
  1. We respect the intellectual property of others and take the protection of intellectual property seriously, and we ask our Users to do the same. Infringing activity will not be tolerated. Although we retain no rights in the final product, our intellectual property policy is to request that the user take down material that we believe in good faith, upon notice from an intellectual property owner or their agent, is infringing the intellectual property of a third party. 

 

  1. The DMCA provides recourse for intellectual property owners who believe that material appearing on the Internet infringes their rights under U.S. law. If you believe in good faith that materials posted on the Service infringe your intellectual property rights, then you (or your agent) may send us a “Notification of Claimed Infringement” requesting that the material be removed, or access to it blocked. The notice must include the following information:

(i) A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed;

(ii) Identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the Service are covered by a single notification, a representative list of such works);

(iii) Identification of the specific material alleged to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material on the Service;

(iv) Your name, address, telephone number, and email address (if available);

(v) 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 the law; and

(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, then the DMCA permits you to send us a counter-notice.

 

  1. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the Service should be sent to:

 

Key WAV LLC

P.O. Box 702

Eau Claire, WI 54702

or hello@keywav.io

 

  1. Counter Notification. If you receive a notification from us that User Content you made available on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide us with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to our Designated Agent through one of the methods identified in Section 10.c, and include substantially the following information

(i) A physical or electronic signature of the subscriber;

(ii) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

(iii) A statement under penalty of perjury that the subscriber has 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; and

(iv) The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which we may be found, and that the subscriber will accept service of process from the person who provided notification under Section 10.b above or an agent of such person.

A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.

  1. False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides that:

[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, shall be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [our] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.

17 U.S.C. § 512(f).

We reserve the right to seek damages from any party that submits a notification of claimed infringement or counter notification in violation of the law.

Consult your legal advisor and see 17 U.S.C. § 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA. The foregoing is not intended to provide you with legal advice.

 

  • Feedback

If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you grant Key WAV LLC an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.

 

  • DISCLAIMER OF WARRANTIES

TO THE FULLEST EXTENT PERMITTED BY LAW, (A) THE SERVICE AND ALL PRODUCTS RESULTING FROM MIX REQUESTS THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS AND (B) KEY WAV LLC DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, OTHER THAN THOSE IMPLIED BY LAW, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (II) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. KEY WAV LLC DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND KEY WAV LLC DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

 

  • LIMITATION OF LIABILITY AND INDEMNIFICATION

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL KEY WAV LLC, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, PARTNERS, AND LICENSORS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT KEY WAV LLC HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

EXCEPT AS PROVIDED IN SECTION 11 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF KEY WAV LLC TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE AMOUNTS YOU HAVE PAID TO KEY WAV LLC, IF ANY, DURING THE SIX-MONTH PERIOD PRIOR TO THE DATE OF YOUR CLAIM AGAINST US.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 15 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE

To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify the Key WAV LLC from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right (including, without limitation, in connection with any use of User Content or a Sound); or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you will cooperate with our defense of those claims.

 

  • Term and Termination
  1. Term. These Terms are effective beginning when you accept the Terms or first use the Service or first mix and master request, and ending when terminated as described below.

 

  1. Termination. Key WAV LLC may, at its sole discretion, terminate these Terms or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, to the fullest extent permitted by applicable law. We may also change, suspend, or discontinue any aspect of the Service at any time. You may terminate your account with and these Terms at any time by sending an email to hello@keywav.io or use any termination functionality that may be offered through the Service. 

 

  • General Terms

These Terms constitute the entire agreement between you and us concerning your use of the Service. If there is a conflict between any Ancillary Terms and these Terms, the Ancillary Terms will govern solely to the extent of the conflict. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, then you and us nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. The section titles and annotations in these Terms are for convenience only and have no legal or contractual effect. Minnesota law governs these Terms and your use of the Service. You and Key WAV LLC submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Minnesota, Minnesota for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in Minnesota, and we make no representation that Materials included in the Service are appropriate or available for use in other locations. The provisions of these Terms that are intended to survive the termination of these Terms by their nature will survive the termination of these Terms.

 

  • Arbitration, Class Waiver, and Waiver of Jury Trial
  1. We are not a party to, have no involvement or interest in, make no representations or warranties as to, and have no responsibility or liability with respect to any communications, transactions, interactions, disputes or any relations whatsoever between you and any other party. This Section governs disputes between a User and us.

 

  1. Generally. In the interest of resolving disputes between you and Key WAV LLC in the most expedient and cost-effective manner, you and Key WAV LLC agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND KEY WAV LLC ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

 

  1. Exceptions. Nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law in aid of arbitration; or (iv) to file suit in a court of law to address an intellectual property infringement claim.

 

  1. Authority of Arbitrator. The arbitrator will have exclusive authority to (i) determine the scope and enforceability of this Section 11 and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Section 11 including, but not limited to, any claim that all or any part of this Section 11 is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Key WAV LLC. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms (including this Section 11).

 

  1. Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Key WAV LLC’s address for Notice is: Key WAV, LLC. d/b/a Keywav.io, P.O. Box 702, Eau Claire, WI 54702. The Notice of Arbitration must: (i) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Key WAV LLC may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Key WAV LLC must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.

 

  1. Fees. You are responsible to pay your portion of the arbitrator's filing, administrative, hearing and/or other fees. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the arbitrators Rules. Regardless of the way the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

 

  1. No Class Actions. YOU AND KEY WAV LLC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Key WAV LLC agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

 

  1. Modifications to this Arbitration Provision. If Key WAV LLC makes any future change to this arbitration provision, other than a change to Key WAV LLC’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Key WAV LLC’s address for Notice of Arbitration, in which case your account with Key WAV LLC will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

 

  1. Enforceability. If Section 11.h is found to be unenforceable or if the entirety of this Section 11 is found to be unenforceable, then the entirety of this Section 11 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 10 will govern any action arising out of or related to these Terms.

 

Contact Information

Key WAV LLC

P.O. Box 702

Eau Claire, WI 54702





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