Odesi ™ Terms of Use
Highlights
This section provides some highlights of the do's and don’ts of the Odesi platform. Needless to say, our complete Terms of Use – just below this highlight sheet – will and do control your activity, so please read them. If you have any questions, please email us at contact@mixedinkey.com
Odesi Terms of Use
Last Updated: April 30, 2015
Welcome to Odesi. Stop and read this carefully before using our site, services, or products. This is a legal agreement between you and Mixed In Key. We’ve tried to be fair and straightforward. And of course, if there’s anything you don’t understand, simply ask us — by sending a note to contact@mixedinkey.com. Read on to learn what you’ve agreed to:
Please read these Terms of Use (“Terms” or “Agreement”) carefully before using the Odesi website and related websites (“Site”), and any features, information, materials, images, sounds, content, software, services and products provided by Mixed In Key on or through the Site (all of those collectively with the Site, the “Services”).
This is a legal agreement between you and Mixed In Key (“Mixed In Key” or “us” for short). It governs your right to view, access and use the Services. By browsing the Site, and using or accessing our Services, you agree to be bound by all the terms and conditions of this Agreement. If you’re using our Services for an organization, you're agreeing to these Terms on behalf of that organization.
If you don’t agree to all the terms and conditions of this Agreement, you shouldn't, and aren't permitted to use the Services. If you breach any terms and conditions of this Agreement, your authorization to use the Services automatically terminates.
Eligibility
You must be at least 13 years old to use Odesi, and if you are under 18 you must get your parent or legal guardian’s permission. You may only use the Services if you can form a binding contract with us and are not legally prohibited from using the Services.
If you're younger than 13, don’t use Odesi. We don’t allow and don’t collect information from people under the age of 13.
Registration
As a condition of using certain of the Services, you may be required to create an account ("Account") and select a password and username. You agree to provide us with accurate, complete, and updated registration information, particularly your email address. We are not liable for failure to deliver notices and communications that result from inaccurate account information. Please see our privacy policy to learn how we handle your information.
You are also responsible for maintaining the confidentiality of your Account password and for the security of your Account, and you will notify us immediately of any actual or suspected loss, theft, or unauthorized use of your Account or Account password.
We may also allow registration, use and/or access through social media accounts or third party applications, including but not limited to Facebook, Twitter, or Google+/Gmail. To the extent such registration, use and/or access is permitted, you will be subject to the social media company’s agreements and policies governing such account, as well as these Terms of Use.
Service Changes and Limitations
Odesi is an ever-evolving tool. The Services may change, and their form and functionality may change without prior notice to you. We may also impose limits on certain Services or aspects of those Services or restrict your access to parts or all of the Services without notice or liability.
For information about how we collect, use, and share your information, please review our Privacy Policy located here: http://mixedinkey.com/PrivacyPolicy. You agree that by using the Services you consent to the collection, use, and sharing (as set forth in the Privacy Policy) of such information, including the transfer of this information to the United States and/or other countries for storage, processing, and use by us.
Think of these Terms of Use as playground rules and remember to follow the rules of common courtesy. To help understand these rules, we have compiled the following guidelines.
You agree that you shall not:
(a) impersonate any individual or entity or misrepresent your affiliation with any other individual or entity;
(b) use the Services in any manner with the intent to interrupt, damage, disable, overburden or impair the Site;
(c) use the Services in violation of Mixed In Key’s, other Users’ or any third party’s intellectual property or other proprietary or legal rights;
(d) use the Services in violation of any applicable laws;
(e) obtain or attempt to obtain any content, materials or information through any means not intentionally made publicly available or provided for through the Site;
(f) attempt to gain unauthorized access to the Services through hacking, password mining or any other means;
(g) use or attempt to use any "spider", "robot", "bot", "scraper", "data miner" or any other program, device or algorithm, process or methodology to access, scrape, acquire, copy, or monitor the Site or Services (or portions thereof);
(h) bypass or circumvent, or attempt to bypass or circumvent security measures employed on the Site;
(i) misuse the Services or help anyone else to do so;
(j) post or distribute any content that contains software viruses, spyware, malware or other code intended to damage or interfere with the Sites or any software, hardware, equipment, system, data, or other information of Company or any third party;
(j) make personal attacks, or engage in infringement, harassment or in any unacceptable or unlawful behavior, as determined by us in our sole discretion. If you have concerns with a fellow User, do not voice your concerns over a public forum — instead, contact us: contact@odesimusic.com.
First, let’s define a few terms as they are used in this Agreement:
“Content” means a creative expression and includes, without limitation, melodies, sheet music, chord progressions, video, audio, images, tools, information, data, text, software, scripts, executable files, graphics, and interactive features, any of which may be generated, provided, or made accessible on or through the Services.
“User Content” means Content that you submit, create, or otherwise provide on the Site. User Content includes, but is not limited to, your original music compositions or audio projects (“Your Compositions”).
“Our Content” means Content that is contained in or otherwise included with the Services. Just to be clear, Our Content includes, but it not limited to, melodies, sounds, samples, audio files and audio loops, in any format or configuration, provided as part of the Services (“Our Sounds”).
Ownership
We own Our Content. We get permission from third parties for some things they own that are included in the Content, but for simplicity’s sake, between you and us, we own all of Our Content and Services and all of the copyrights, trademarks, patents, trade secrets or other rights included in them (that’s our “Intellectual Property”) and you acknowledge that ownership. Mixed In Key and third parties retain ownership and other applicable rights in all Content (including any intellectual property and other rights) other than User Content.
Of course, you retain ownership you have of any Intellectual Property you create using the Services but these Terms don't grant you any right, title or interest in the Services or our Content, others’ Content, or our Intellectual Property. You may not remove any proprietary notices (e.g., copyright or trademark notices) from the Services or Content.
Our Permission to You For Use of Our Content
Using our Services means we are providing materials and information to you. As a User of the Services, Mixed In Key grants you a worldwide, revocable, non-exclusive, non-sublicensable, and non-transferable license to download, compile, arrange, select, store, view, display, publicly perform, and create derivative works of Our Content solely in connection with your use of, and in strict accordance with the functionality and restrictions of, the Services (including, without limitation, Paid Services, as defined below). All rights not expressly granted to you are reserved by Mixed In Key.
You may broadcast and/or distribute, commercially or otherwise, your own Compositions that are otherwise authorized, comply with these Terms of Use and were created using our Content. However, you may not, commercially or otherwise, directly or indirectly, distribute, display, perform, or make available our Content, or portions thereof on a standalone basis, nor may you repackage our Content in whole or in part, including without limitation as audio samples, sound effects or melodies.
Your Permission to Us For Use of Your Content
When you provide User Content to Mixed In Key through the Services, you grant Mixed In Key a non-exclusive, worldwide, royalty-free, sublicensable, transferable right and license to use, host, store, cache, reproduce, publish, display (publicly or otherwise), perform (publicly or otherwise), distribute, transmit, modify, adapt (including, without limitation, in order to conform it to the requirements of any networks, devices, services, or media through which the Services are available), and create derivative works of, such User Content. The rights you grant in this license are for the limited purposes of allowing Mixed In Key to operate the Services in accordance with their functionality, improve the Services, and develop new Services.
The reference in this license to "perform (publicly or otherwise)" is not intended to give Mixed In Key a right to take your Compositions and perform them publicly without your consent. When you create Compositions using Odesi, you’re giving us permission to make them available in all the ways you would expect us to. We never want to do anything with your work that surprises you.
Something else worth noting: Any royalties or reimbursement you get for your creations are, needless to say, entirely yours. It's your work, and we're proud to be a part (however small) of what you accomplish.
You also agree that this license includes the right for Mixed In Key to make all publicly-posted Content available to third parties selected by Mixed In Key for distribution or analysis.
Don't Copy, Upload, Download or Share Content Unless You Have the Right to Do So
You agree that you will respect the rights of others (including without limitation intellectual property rights), and represent and warrant that you have all of the necessary rights to grant us this license for all User Content.
No Reverse Engineering
Unless permitted by law, you may not reverse engineer, decompile, disassemble, modify or create derivative works of the Services, our Content, or any underlying source code, object code, script or algorithms of any part of the Services, or alter or modify any disabling mechanism that may be included in the Services or our Content. You may not assign, sublicense, rent, loan, lease or otherwise transfer the Services, or directly or indirectly permit any third party to copy the Services. You are solely responsible for ensuring their use of the Services and Our Content is in compliance with applicable foreign, federal, state and local laws, rules and regulations.
Termination and Deletion
On termination of your Account, or upon your deletion of particular pieces of User Content from the Services, Mixed In Key will make reasonable efforts to make such User Content inaccessible and cease use of it; however, you acknowledge and agree that: (a) removed User Content may persist in caches or backups for a reasonable period of time and (b) copies of or references to the User Content may not be entirely removed.
Some of the Services require payment of fees (the "Paid Services”). All fees are stated in US dollars. You agree to pay all applicable fees, as described in the applicable Services, in connection with such Services, and any related taxes or additional charges. If you don't pay for your Paid Account on time, we reserve the right to suspend it or reduce your service to free Account levels. Paid Services are limited licenses for you to use particular for-pay aspects of the Services. Usage of terms like “sell,” “buy” or similar terms all refer to your acquisition of a license to use Paid Services, and do not represent any transfer of any right, title, or ownership interest of any kind. We may, in our sole discretion, modify the functionality of, or eliminate, Paid Services, or the terms and conditions under which Paid Services are provided.
Purchases of Paid Services are final and non-refundable except at our sole discretion. Termination of your Account or your rights under this Agreement may result in forfeiture of purchased Paid Services, except as prohibited by applicable law.
We may change our prices for Paid Services at any time. If you do not wish to pay the new prices, you may choose not to purchase, or to cancel, the applicable Paid Service prior to the change going into effect.
We may offer sweepstakes, contests and other promotions from time to time. We ask that you review the guidelines associated with each special offer, as they will differ. In the event we have inadvertently made a typographical error on any rule or special offer, we reserve the right to suspend or terminate altogether the promotion. In each case, please check the rules associated with the particular promotion to determine your eligibility and to review any privacy concerns you may have.
We use commercially reasonable efforts to provide great Services, but there are certain things that we can't guarantee.
To the fullest extent permitted by law, Mixed In Key and its affiliates, suppliers and distributors make no warranties, either express or implied, about the Services. The Services are provided "as is." We also disclaim any warranties of merchantability, fitness for a particular purpose and non-infringement.
We make no representations or warranties of any kind with respect to the Services or Our Content, including any representation or warranty that the use of the Services or our Content will (a) be timely, uninterrupted or error-free or operate in combination with any other hardware, software, system, or data, (b) meet your requirements or expectations, (c) be free from errors or that defects will be corrected, or (d) be free of viruses or other harmful components. We also makes no representations or warranties of any kind with respect to Content. User Content, in particular, is provided by and is solely the responsibility of, the Users providing that Content. No advice or information, whether oral or written, obtained from us or through the Services, will create any warranty not expressly made herein.
Some states or countries don't allow the disclaimers in this paragraph, so they may not apply to you.
To the maximum extent permitted by applicable law, Mixed In Key and its affiliates shall not be liable for: (a) any indirect, incidental, exemplary punitive, or consequential damages of any kind whatsoever; (b) loss of: profits, revenue, data, use, goodwill, or other intangible losses; (c) damages relating to your access to, use of, or inability to access or use the services; (d) damages relating to any conduct or content of any third party or user using the services, including without limitation, defamatory, offensive or illegal conduct or content; and/or (e) damages in any manner relating to any content. This limitation applies to all claims, whether based on warranty, contract, tort, or any other legal theory, whether or not mixed in key has been informed of the possibility of such damage, and further where a remedy set forth herein is found to have failed its essential purpose.
To the maximum extent permitted by applicable law, the total liability of Mixed in Key and its affiliates, for any claim under this agreement, including for any implied warranties, is limited to the greater of one hundred dollars (US$100.00) or the amount you paid us to use the applicable service(s).
We make no representation that content, materials or information made available on, or accessed through, the Site are appropriate or available for use in other locations, and access to them from territories where their contents are illegal is prohibited.
Some states or countries don't allow the types of limitations in this paragraph, so they may not apply to you.
The Site may include links to other web sites or services (“Linked Sites”). We do not endorse such Linked Sites or the information, material, products, or services contained on other Linked Sites or accessible through other Linked Sites. We also make no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites. Access and use of Linked Sites is solely at your own risk. You agree that Mixed In Key will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such links or advertisers on the Site.
We may periodically schedule system downtime for the Services for maintenance and other purposes. Additionally, unplanned system outages may occur. You agree that we have no responsibility and are not liable for: (a) the unavailability of the Site or Services; (b) any loss of materials, data, transactions or any other information or materials (including Compositions) caused by such system outages; (c) the resultant delay, mis-delivery, or non-delivery of data, transactions or any other information or materials caused by such system outages; or (d) any outages caused by any third parties, including without limitation, any companies or servers hosting the Services, or any Internet service providers. There may be storage limits associated with the Services. We reserve the right to charge for additional storage at the rates specified on our Site and we may impose new, or may modify existing, storage limits for the Services at any time in our discretion, with or without notice to you, except as prohibited by applicable law.
We reserve the right, at any time, to modify, suspend, or discontinue our Site, Services and/or Content, the Services, or any part of them. We may give notice of such modification, but we don’t have to. You agree that we will not be liable to you or to any third party for any such modification, suspension, or discontinuation.
We implement security procedures to help protect User Content from security attacks. However, you understand that use of the Services necessarily involves transmission of User Content over networks that are not owned, operated or controlled by us, and we are not responsible for any User Content lost, altered, intercepted or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of User Content will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third party service providers.
You specifically acknowledge that if any of your Compositions are considered confidential, you are able to delete them from odesimusic.com yourself by using the “Delete Project” functionality, which will permanently remove it from the database.
You and Mixed In Key agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or the Services in accordance with this Section or as you and Mixed In Key otherwise agree in writing. Before resorting to formal dispute resolution, we strongly encourage you to contact us to seek a resolution.
The laws of the State of Florida, excluding its conflicts of law rules, govern this Agreement and your use of the Services. Your use of the Services may also be subject to other local, state, national, or international laws. You agree that any claim or dispute you may have against Mixed In Key must be resolved exclusively by a state or federal court located in Miami-Dade County, Florida, except as otherwise agreed by the parties. You agree to submit to the personal jurisdiction of the courts located within Miami-Dade County, Florida for the purpose of litigating all such claims or disputes, except as prohibited by applicable law.
If you are (a) a US federal, state, or local government agency or body, (b) using the Services in your official capacity, and (c) legally unable to accept the clauses in this Section, then this Section doesn’t apply to you. For such entities, this Agreement and any related action will be governed by the laws of the United States of America, without regard to conflict of law provisions, and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of Florida, excluding choice of law.
You may terminate this Agreement at any time by deleting your Account. Mixed In Key may terminate or suspend your access to or ability to use any and all Services immediately, without prior notice or liability, for any reason or no reason, including but not limited to if you breach any of the terms or conditions of this Agreement, unless prohibited by applicable law. In particular, Mixed In Key may immediately terminate or suspend Accounts that have been flagged for copyright infringement.
Upon suspension or termination of your Account, your right to use or access the Services and any Content will immediately cease. All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability. Termination of your access to and use of the Services does not relieve you of any obligations arising or accruing prior to such termination or limit any liability that you otherwise may have to Mixed In Key or any third party.
Mixed In Key has adopted the following policy toward copyright infringement on the Services in accordance with the Digital Millennium Copyright Act (the "DMCA"). The address of Mixed In Key's Designated Agent for copyright takedown notices ("Designated Agent") is listed below.
If you believe that Content residing or accessible on or through the Services infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent at the address below:
Please also note that the information provided in a notice of copyright infringement may be forwarded to the User who posted the allegedly infringing content. After removing material pursuant to a valid DMCA notice, Mixed In Key will immediately notify the User responsible for the allegedly infringing material that it has removed or disabled access to the material. Mixed In Key will terminate, under appropriate circumstances, the Accounts of Users who are repeat copyright infringers, and reserves the right, in its sole discretion, to terminate any User for actual or apparent repeat copyright infringement.
If you believe you are the wrongful subject of a DMCA notification, you may file a counter-notification with Mixed In Key by providing the following information to the Designated Agent at the address below:
Upon receipt of a valid counter-notification, Mixed In Key will forward it to Notifying Party who submitted the original DMCA notification. The original Notifying Party (or the copyright holder he or she represents) will then have ten (10) days to notify us that he or she has filed legal action relating to the allegedly infringing material. If Mixed In Key does not receive any such notification within ten (10) days, we may restore the material to the Services.
Designated Agent
Mixed In Key, LLC
Attn: Copyright Agent
contact@mixedinkey.com
Mixed In Key’s servers and operations are located in the United States, and Mixed In Key's policies and procedures are based on United States law. As such, the following provisions apply specifically to Users located outside of the United States: (1) you consent to the transfer, storage, and processing of your information, including but not limited to User Content and any personal information, to and in the United States and/or other countries; and (2) if you are using the Services from a country embargoed by the United States, or are on the US Treasury Department's list of "Specially Designated Nationals," you agree you will not engage in financial transactions, or conduct any commercial activities using or through the Site.
You shall, at your own expense, indemnify, defend, and hold Mixed In Key and its subsidiaries, affiliates, officers, employees, agents, suppliers and other partners harmless from and against any losses, costs, damages, liabilities, and expenses (including reasonable attorneys' fees), arising out of or related to a third-party claim, action or allegation (i) related in any way to a transaction or dispute between you and/or you and any third party, (ii) based on or caused by unauthorized access to the Site through User's account, (iii) is based on facts or alleged facts that would constitute a breach of any of your representations, warranties, or covenants under these Terms of Use or (iv) arising out of a request for Mixed In Key to remove or disable access to any User Content on the Site. You shall not enter into a settlement of the foregoing dispute without Mixed In Key’s prior written consent, and shall not incur expenses and fees in defending the above claims, actions, or allegations without prior approval from Mixed In Key.
These Terms of Use constitute the entire agreement between you and Mixed In Key with respect to the subject matter of these Terms of Use, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms of Use. These Terms of Use create no third party beneficiary rights. Mixed In Key's failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. Mixed In Key may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.
We may update our Terms of Use from time to time, so please check back often. You are responsible for reviewing and becoming familiar with any modifications to this Agreement. For this reason, we encourage you to review these Terms any time you access or use the Site, and recommend that you print a copy for your records.
We will provide notification to you in advance of substantive changes becoming effective, such as by posting a notification on the Site or by email. We may sometimes ask you to review and to explicitly agree to (or reject) a revised version of this Agreement. In such cases, modifications will be effective at the time of your agreement to the modified version of this Agreement. If you do not agree at that time, you are not permitted to use the Services. In cases where we do not ask for your explicit agreement to a modified version of this Agreement, but otherwise provide notice as set forth above, the modified version of this Agreement will become effective ten (10) calendar days after we have posted the modified Agreement and provided you notification of the modifications. By continuing to use or access the Services after the revisions come into effect, you agree to be bound by the revised Terms. Note that, if you have prepaid for any Paid Services prior to a modification of this Agreement, your use of such prepaid Paid Services is governed by the version of this Agreement in effect at the time we received your prepayment.
A printed version of the Terms and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You agree that all correspondence relating to the Terms must be written in the English language.