The Site and the App, together with all content, data and other materials contained therein (“Content”) are owned or controlled by Noiiz Ltd, a company incorporated in England with its registered office at 10 Mending Rooms, Sunny Bank Mills, Farsley, Leeds LS28 5UJ, UK. Noiiz Ltd is referred to in these terms and conditions as "we", "us", "our" or “Noiiz”. When you register with (or otherwise access) the Site or the App, you are contracting with Noiiz.
You agree: to keep your password secure and confidential and to not allow anyone else to use your email address or password to access the Site, the App or any Content; to not do anything which would assist anyone who is not a Registered User to gain access to any secured area of the App or the Site, and; to not create additional registration accounts for the purpose of abusing the functionality of the Site, the App or any Content, or other Users, or to seek to pass yourself off as another User. If you think someone else has obtained your account details, please let us know immediately via [email protected] and we will close your account as quickly as possible. Please note that you will be responsible to Noiiz and to others for all activity that occurs under your registration account.
Noiiz is an online subscription service that allows you to browse and download pre-recorded sounds, sound effects, loops and samples (“Sound Products”), and MIDI files and software files (“Software Products”, and together the Sound Products and Software Products are the “Products”), and from time to time also to individually purchase downloadable Products (collectively, the “Service”). The Service also allows you to upload your own User Content (as defined below) for the purposes and in accordance with the rules listed on the Site and/or the App.
The Site and the Content are intended only for the purposes specified or implied therein, and your use of the Site, App and Content is entirely at your own risk. Please note, whilst we endeavour to provide accurate and up-to-date information, the Content may not be wholly accurate or up-to-date, complete or free of defects, and is subject to change, often at very short notice. All Content is provided without any representations or warranties of any kind (implied or express) to the fullest extent permitted by applicable law. Noiiz, unless otherwise stated herein, owns or controls all relevant intellectual property rights in the Site, the App and the Content. You may not publish, distribute, extract, re-utilise, or reproduce any part of the Site, the App or the Content in any form (including storing it in any medium) other than as expressly allowed herein or as set out in the Site and the Content (or under UK or local law). Save as expressly set out in this Agreement, the Site, the App and the Content are for your personal use only, and are not for re-distribution, transfer, assignment or sublicense. Noiiz will not be responsible if a Product does not fit your particular purpose.
By uploading any sounds, samples, recordings, tracks, materials or other content (“User Content”), you retain ownership and all rights in your User Content but you grant to us permission to host your User Content and transmit it back to you on your request for purposes of providing the Noiiz Services.
Please do not upload any User Content to the Service unless you have the right to do so. You warrant and represent that you have (and will continue to have during your use of the Service) all necessary licences, rights, consents, and permissions required to enable Noiiz to receive, store and transmit such content for the purposes of the Site and the App, and that you personally created or otherwise own or control the necessary rights in such User Content. Any User Content which constitutes or contains content that infringes the copyright of a third party may be removed following any reasonable request by a relevant rightsholder. As part of our copyright policy, we will terminate access to the Service for any User if, in our reasonable opinion, that User is determined to be a repeat infringer (or otherwise has been the subject of more than one valid copyright notice or Take Down request which has not been successfully rebutted).
A User who opens an account, accepts this Agreement and pays the subscription fee shall be a Subscriber. As a Subscriber (and subject to the Noiiz Fair Use policy), the User may download Products under the Licence described below. Subscriptions will be renewed at the end of the agreed period, unless you cancel your Subscription following the procedure set out on the Site or the App by no later than five (5) days before the end of the relevant period. Noiiz reserves the right to cancel, delete or suspend any Subscription in its own discretion without notice if we have reason to believe that you may have breached this Agreement. For the avoidance of doubt, when you cancel a Subscription you do not lose the licence to use the Sound Products already downloaded, but all rights to use Software Products (such as Plug Ins) will terminate with your Subscription.
By subscribing to the Service (and subject to your compliance with this Agreement), you are granted a non-exclusive, non-transferrable license to use the Products you download from Noiiz solely for use for or within new recordings or derivative works created by you PROVIDED ALWAYS that you use the Sound Product(s) only within your own newly-created sound recording(s) in a manner that renders the Sound Product substantially dissimilar to the original sound of the Sound Product in each case. For the avoidance of doubt, you are granted a personal non-transferable licence to use the Software Products (such as Plug Ins) solely for your own personal use. Products are for use only as described hereunder and must not be shared with or given or transferred to any third party or uploaded to any file sharing site or offered for resale or public transmission unless mixed into your own original music productions. Products may not be used in or in relation to any competitive products that are sold or relicensed to multiple third parties. The number of individual sounds within a Sound Product and the size of a downloaded file may be based upon the highest-quality format version of the relevant Product and other formats downloaded may vary in file size and number or volume of sounds contained (and in such cases, some versions may be provided with a different format). Except as expressly permitted herein, to the fullest extent of applicable law you may not copy, modify, distribute, sell or lease any Product, and you may not reverse engineer or attempt to extract the source code of any Software Product.
Prices are as set out on the relevant pages of the Site and App from time to time. Prices (and availability of specific Products) are subject to change by posting new prices or notification of availability at any time. All prices are inclusive of VAT (or sales tax) unless otherwise stated. Please note that use of the Site and App may be subject to data charges imposed by your internet or mobile phone provider and you will be responsible for payment of any such charges.
Payments may be by credit or debit card using Visa, MasterCard, Maestro or American Express (or other payment methods offered from time to time as detailed on the Service). All transactions are charged immediately. All credit/debit cardholders are subject to validation checks and authorisation by the card issuer. If your card issuer refuses to authorise payment, your order will be cancelled and we will not be liable for any delay or non-delivery. We are not responsible for your card issuer or bank charging you as a result of us processing of your credit/debit card payment in accordance with your order nor are we not obliged to inform you of any reason for refusal. By using your credit or debit card, you confirm that the card belongs to your and that there are sufficient funds or credit available to cover the charges. By placing any order hereunder, you warrant and represent that you are legally capable of entering into binding contracts and that you have agreed to be bound by this Agreement. Please note that International payments and certain payment methods may give rise to higher payment processing costs
Due to the nature of downloadable products and online services, no refunds are normally available. Any refund request will be considered in our sole discretion and our decision will be final. Nothing herein affects your statutory rights.
All rights not expressly granted to User are reserved. The Products are licensed, not sold, to you to be used for (or, in the case of Sound Products, reproduced within) your original musical compositions and productions only. All copying, lending, duplicating, re-selling or trading of any Product or other Content is strictly prohibited, save as used for or incorporated into your original created works as detailed below. Only the original purchaser of a Sound Product has the right to embody and reproduce that Sound Product within their music compositions. This license is granted for a single user only (and is given on a worldwide basis). For the avoidance of doubt, no ownership of copyright is transferred by Noiiz to Users hereunder. You agree and acknowledge that Noiiz has a proprietary interest in all sound recordings on or within the Site and the App, and that any use by you that frustrates the purpose of this Agreement or circumvents the revenue model of Noiiz (including without limitation selling, renting, or otherwise using or distributing un-integrated Content) would likely cause irreparable loss to Noiiz in a way that could not be adequately compensated by damages.
You agree to obey all applicable laws in using the Site, the App and the Content. You agree that you are responsible for your conduct whilst using the Service and you specifically agree:
- not to post or share content which you do not have the right to use or which infringes the rights of a third party;
- not to participate in any form of activity which is unlawful, harassing, libellous, defamatory, abusive, threatening, harmful, vulgar, obscene, profane, sexually-oriented, racially-offensive or otherwise includes objectionable material;
- not to abuse other Users or anyone else;
- not to use the Site or the App to engage in any commercial activities other than as approved hereunder;
- not to register more than one account for yourself or anyone else;
- not to contact anyone who has asked not to be contacted;
- not to “stalk” or otherwise harass any other User;
- not to collect personal data about other users for commercial or unlawful purposes;
- not to use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data or otherwise in relation to the Service;
- not to use the Site or the App to engage in any commercial activities not approved by Noiiz;
- not to post or share content that contains anything which could be used to determine or alter the architecture of the Site and/or the App, or could be used to decompile, disassemble, or reverse engineer the Site and/or the App, or that contains software viruses or any other computer code, files, or programs, devices, scripts, bots, crawlers or scrapers that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; and/or
- not to attempt to gain unauthorised access to our computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Service.
You acknowledge and accept that when you post or share User Content using the Service, you may be exposed to comments or critical submissions from other users that are unfair, inaccurate, offensive, indecent, or otherwise objectionable to you and you hereby waive any rights or remedies you have or may have against Noiiz with respect to any such comments or submissions.
You acknowledge and agree that Noiiz reserves the right to disable or remove any content from the Site at any time.
User hereby warrants and represents that User has the right and power to enter into and fully perform all of its obligations under this Agreement; User will defend, indemnify, and hold harmless Noiiz, its parents, subsidiaries, affiliates, directors, officers, employees, and agents, with respect to any claim, demand, cause of action, or debt or liability brought by or claimed by any third party, including attorneys’ fees, to the extent that any such claim is based upon or arises out of a breach of any of User’s representations, warranties, covenants, or obligations.
Noiiz does not pre-screen or monitor and therefore does not endorse (and Noiiz expressly disclaims any and all liability in connection with) any User Content shared or exhibited or otherwise exploited by users. However, we have the right at our sole discretion to remove any User Content of any kind that, in our judgement, does not comply with this Agreement and any other rules of User conduct for the Service, or is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such content. You hereby consent to such removal and waive any claim against us arising out of such removal of content.
If you encounter or become aware of any objectionable or infringing or unlawful content posted anywhere on the Site or the App, please immediately report such material (and the specific page on which it is found) to [email protected]. Please note that there may be adverse legal consequences if you make a false or bad faith allegation through this process.
Your account will be terminated if, in our reasonable opinion, you are determined to be a repeat infringer (or otherwise have been the subject of more than one valid copyright notice or takedown request which has not been successfully rebutted).
We may at any time terminate this legal Agreement, in our sole discretion without prior notice to you and without reimbursement, if we believe that you may have breached (or acted in a manner indicating that you do not intend to or are unable to comply with) any term herein, or if we are legally required to do so by law, or if continuation is likely to be no longer commercially viable. You acknowledge that we will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations. You may request a withdrawal of any item(s) of your content uploaded to the Site or App at any time by email to [email protected]. We shall use reasonable endeavours to respond such requests, and or takedown the relevant content, within thirty (30) days.
You agree that the liability of Noiiz to you hereunder shall be limited to the amount you have actually paid to us for its products or services hereunder of, if greater, GBP100. Except as set out herein, we shall not be liable for any indirect or consequential loss of any kind in contract, tort or otherwise arising out of your use of the App, the Site or the Content or in relation to the goods and/or services that we provide. Nothing in this Agreement shall operate to limit or exclude liability for death or personal injury caused by negligence of Noiiz.
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW IN YOUR TERRITORY, ALL NOIIZ PRODUCTS AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NOIIZ MAKES NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY MATERIALS OR SERVICES OBTAINED BY YOU FROM THE SITE OR THE APP, FROM US, OR FROM ANY THIRD PARTIES' WEBSITES TO WHICH THE SITE OR THE APP IS LINKED, WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS. THE USE OF THE SERVICES IS AT YOUR OWN RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER DEVICE OR SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.
You agree to indemnify us for any loss or damage that may be incurred by Noiiz, including without limitation legal fees, arising from any breach by you of any warranty or other term herein or your misuse of any material or information obtained through the Site, the App or the Content. You further undertake to indemnify Noiiz for all loss or damage incurred by Noiiz in relation to any third party claim against us for infringement of intellectual property rights arising in relation to your provision of materials to the App, the Site and/or the Content.
If you believe that you are the owner of the copyright or other rights in any material appearing on the Site or the App, or if you have any other complaint about the App, the Site or any Content or other posted materials, please contact us via [email protected]. If you would like to notify us of Content, which you believe does not comply with this Agreement or otherwise is objectionable, please notify us via [email protected] making sure to include both the Uniform Resource Locator ("URL") for the non-complying item(s) and the reasons you believe it does not comply).
The brands, products and service names used in the Site, the App and the Content (including without limitation, "Noiiz”) are trademarks or trade names of Noiiz or our trading partners unless otherwise stated.
You agree and undertake not to attempt to damage, deny service to, hack, crack, reverse-engineer, or otherwise interfere (collectively, "Interfere") with the Site, the App and/or the Content in any manner. If you in any way Interfere with of these, you agree to pay all damages we incur as a result. We will cooperate with the authorities in prosecuting any User who Interferes with the Site, the App, the Content or otherwise attempts to defraud Noiiz or any other parties through your use of the Site, the App, the Content or any services provided hereunder. We reserve the right to deny any or all access or service to any User for any reason, at any time, at our sole discretion. You agree that we may block your access, and at our sole discretion to disallow your continued use of the App, the Site and/or the Content. We reserve the right to take any action we may deem appropriate in our sole discretion with respect to violations or enforcement of the terms of this Agreement, and we expressly reserve all rights and remedies available to us at law or in equity.
Your use of the Site, the App and/or the Content creates no partnership, client, fiduciary or other professional relationship.
This Agreement constitutes the entire agreement between the parties on the subject matter hereof. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Agreement.
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations hereunder that is caused by events outside our reasonable control.
If any part, term, or provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, unenforceable, or in conflict with any relevant law, the remaining portions or provisions shall still remain valid and continue in full force and effect.
No waiver, express or implied, by either party of any term or condition or of any breach by the other of any of the provisions of this Agreement shall operate as a waiver of any breach of the same or any other provision of this Agreement.
This Agreement may be varied from time to time by our posting new terms on the Site, and any such amendment will be applicable to all Users from the date and time such revised terms have been posted on the App and the Site. Your continued use of the App and the Site or Services constitutes agreement with and acceptance of any such amendment or other changes. We constantly experiment and innovate with the App and the Site in order to provide a better experience for Users and you hereby acknowledge and agree that the form and nature of the Services may change from time to time without prior notice to you
This Agreement shall be governed by and construed in accordance with the laws of England. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the Courts of London, England.
If you have any questions, please contact us at the following address: Noiiz Ltd, 10 Mending Rooms, Sunny Bank Mills, Farsley, Leeds LS28 5UJ, UK, or email us via [email protected].