Terms and Conditions
1. Terms of Service
LAST UPDATED: 2021-09-17Positive Grid Limited and/or its affiliates and subsidiaries (collectively, “Positive Grid” “we” or “us”) are pleased to provide to you certain websites, software, applications, content, products, and services (“Positive Grid Products” and “Products”)
2. These Terms of Service Are a Contract Between You and Us
Binding Contract. These terms of service (“Agreement”) are a contract between you and Positive Grid Limited, a Hong Kong corporation with principal place of business located at FLAT/RM A 12/F KIU FU COMM, BLDG 300 LOCKHART RD WAN CHAI, Hong Kong and its affiliates and subsidiaries. Other than as expressly stated herein, there are no third-party beneficiaries of this Contract.
Agreement. You represent to Positive Grid that you have read, understood, and expressly agree to be bound by this Agreement, and the terms, conditions, and notices contained or referenced herein. If you do not agree to the Agreement, you may not use the Positive Grid Products.
Electronic Notice. You consent to receive notices, including agreements, disclosures, and other communications, electronically from us at the email address you have provided. You agree that these electronic notices satisfy any legal requirements that such communications be in writing. You can opt out of promotional communications by following the “Unsubscribe” directions for emails, through the settings of the Positive Grid Product, or, if via text message, by responding STOP. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE POSITIVE GRID PRODUCTS.
Termination or Suspension. We may terminate or suspend your access to any Positive Grid Products, and/or terminate this Agreement subject to the survival of terms as provided below, if required by law, or if we have objective reason to believe you have used the Positive Grid Products in violation of any provision of this Agreement or any supplemental terms, and/or if you engage in or encourage infringement or any other illegal conduct as it relates to your use of the Positive Grid Products. On termination, you should immediately cease using and destroy all copies of the Software.
3. Our Service
CONTENT. “Content” means any presets, sound samples, sound libraries or any other content for use with the Positive Grid software that is provided by Positive Grid with the Positive Grid software.ONLINE SERVICES. “Online Services” means any internet or cloud provided features made available to end users through the Positive Grid software, including (if available) the “Tone Cloud” feature.SOFTWARE. “Software” means the Positive Grid executable software product accompanying this Agreement, along with any user documentation, Content, and Online Services.
- CHANGES TO THE POSITIVE GRID PRODUCTS. The Positive Grid Products are constantly evolving and will change over time. We reserve the right to make such changes or, if necessary, discontinue Positive Grid Products. For significant changes, we will notice you in advance, and you have the right to terminate this Agreement. If required by law, we may also need to suspend, restrict, or terminate your access to Positive Grid Products.
4. User Information
- When you activate the Software, Positive Grid may collect your name and email address and other contact information you choose to provide. Positive Grid may use this information to contact you regarding upgrades and new products, and also to gather statistical data that does not identify individual users. If you use the Online Services, Positive Grid may gather usage information from your online interaction, which Positive Grid may use to improve the Software and the Online Services. Positive Grid does not collect or retain any financial information (such as credit card information).
- Rakuten Advertising may collect personal information when you interact with our digital property, including IP addresses, digital identifiers, information about your web browsing and app usage and how you interact with our properties and ads for a variety of purposes, such as personalization of offers or advertisements, analytics about how you engage with websites or ads and other commercial purposes. For more information about the collection, use and sale of your personal data and your rights, please use the below links.
5. No Unlawful or Prohibited Use
6. License Grant and Restrictions
- CONTENT LICENSE. Subject to all terms and conditions of this Agreement, you may use and modify the Content, incorporate the Content into your own creations, and publicly perform, synchronize, and distribute the Content as embedded of your creations, provided however that you may not distribute the original, unmodified Content by itself as we retain full and complete ownership of the Content intellectual property. AND WE ARE NOT RESPONSIBLE FOR INFRINGEMENT OF YOUR OWN CREATIONS.
SOFTWARE LICENSE. Subject to all the terms and conditions of this Agreement, you (a natural person) may use the Software either on a stand-alone computer or on a network, on any one computer at any one time. If more than one user will be using the Software at any one time, you must obtain from Positive Grid an additional license for each additional concurrent user of the Software. The Software is “in use” on a computer when loaded into memory (RAM). You may make one copy of the Software solely for backup or archival purposes if all copyright and other notices are reproduced on that copy, or you may copy the Software to a single hard disk provided you keep the original solely for backup or archival purposes. If the Software is an upgrade, you must have a license for the product from which it is upgraded. If you receive the Software in more than one media form, that does not affect the number of licenses you are receiving or any other term of this Agreement.
You may not modify, adapt, decompile, disassemble or otherwise reverse engineer the Software, except to the extent this restriction is expressly prohibited by applicable law. You may not loan, rent, lease, or license the Software, but you may permanently transfer your rights under this Agreement provided you transfer this Agreement, all Software, and all accompanying printed materials and retain no copies, and the recipient agrees to the terms of this Agreement. Any such transfer must include the most recent update and all prior versions of this Agreement.
7. Paid Transactions
- PAYMENTS AND BILLING. When you provide payment information, you represent and warrant that the information is accurate, that you are authorized to use the payment method provided, and that you will notify us of changes to the payment information. We reserve the right to utilize third party payment card updating services to obtain current expiration dates on credit cards and debit cards.
- PRICING AND TAXES. We may revise the pricing for the Positive Grid Products we offer. When you place your order, we estimate the applicable tax and include that estimate in the total for your convenience. Except to the extent required under applicable tax laws, the actual tax amount that will be applied to your order and charged to your payment method is based on calculations on the date of shipment, regardless of when the order was placed.
- INTERNATIONAL SHIPPING; CUSTOMS. When ordering goods for delivery to countries other than the country where the seller is located, you may have to pay import duties and taxes levied. These and any additional charges for customs clearance must be borne by you. For goods shipped internationally, please note that any manufacturer warranty may not be valid; manufacturer service options may not be available; manuals, instructions and safety warnings may not be in destination country languages; the goods and accompanying materials may not be designed in accordance with destination country standards, specifications, and labeling requirements; and the goods may not conform to destination country voltage (requiring use of an adapter or converter). You are responsible for assuring the goods can be lawfully imported to the destination country. When ordering from us, the recipient is the importer of record and must comply with all laws and regulations of the destination country.
- NO REFUND AGREEMENT. All sales related to Positive Grid products are final and non-refundable. We do not offer refunds, exchanges, or store credits. Once a monetary transaction has been completed by the buyer, he/she cannot receive a refund for the purchase. Once buyer has paid for a merchandise(s), it is his/her sole responsibility and obligation to retrieve it via digital download.
8. Promotions and Coupons
- LIMITED WARRANTY. Positive grid does not warrant that the Software will meet your requirements or that the software will operate uninterrupted or error- free. However, we warrant that, for a period of thirty (30) days from your date of receipt, the Software will substantially conform to the applicable user documentation provided with the Software. Any implied warranties which may exist despite the disclaimer herein will be limited to thirty (30) days. This Limited Warranty is void if you buy from an unauthorized reseller, you violate the terms of this Agreement, or if failure of the Software is due to accident, abuse or misapplication. No dealer, distributor, agent or employee of Positive Grid is authorized to change or add to the warranty and remedies set forth herein.
- YOUR REMEDIES. Positive Grid’s sole obligation and your exclusive remedy for any breach of warranty will be, at Positive Grid’s sole option, either the return of the purchase price you paid or, if you return the Software, together with all media and documentation and a copy of your receipt, to the location where you obtained it during the warranty period, the repair or replacement of the Software, media and documentation. Outside the United States, neither these remedies nor any support services are available without proof of purchase from an authorized non-U.S. source.
10. Disclaimers and Limitation on Liability
WE SHALL NOT BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS AND PROPERTY DAMAGE, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL WE BE HELD LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND OUR REASONABLE CONTROL.
IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED THE AMOUNTS WE RECEIVED FROM YOU FOR OUR SERVICE.
11. Additional Provisions
- Choice of Forum. You agree that any action at law or in equity arising out of or relating to this Agreement that is not subject to arbitration shall be filed, and that venue properly lies, only in the state or federal courts located in either Los Angeles, California or the borough of Manhattan, New York, New York, United States of America and you consent and submit to the personal jurisdiction of such courts for the purposes of litigating such action.
- Choice of Law. This Agreement is governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, United States of America and the laws of the United States, without giving effect to any conflict of law principles.
- Severability. If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
- Survival. The provisions of this Agreement which by their nature should survive the termination of this Agreement shall survive such termination.
- Waiver. No waiver of any provision of this Agreement by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.