2. USE CONSTITUTES ACCEPTANCE
By accessing the Site or using any of our services you agree to these Terms. If you do not agree to these Terms, you may not use the Site or services and should leave this Site immediately.
4. OUR RELATIONSHIP WITH YOU
Unison offers an online platform for connecting music producers, selling soundbanks and sharing related music content, products and services. We provide some of this content ourselves but mainly we facilitate the sharing by members of the Unison community. We do not have control of, or liability for, the products, services or other content displayed or provided through the Site. Our role is strictly limited that of a facilitator and third-party record-keeper. We do not endorse, promote or represent the services and content provided by any individual Unison user(s) or any other content made available on or through the Site or Services. References in this Agreement to “third parties” includes all third party websites and all Unison account holders.
5. PROTECTION OF MINORS
You should be 13 years or older to use the Site and Services and should be 18 years or older to register for a Unison account. If you are at least 13 years of age, but under 18 years of age, you must present this Agreement to your parent or legal guardian, and he or she may enter into this Agreement on your behalf. Children under 13 years of age may not register with Unison, nor may parents or legal guardians register on their behalf. In cases where you have authorized a minor (someone under 18 years of age) to use the Site or Services, you acknowledge and agree that you are fully responsible for: (i) the online conduct of such minor; (ii) controlling the minor’s access to and use of the Site or Services; and (iii) the consequences of any misuse by the minor.
6. CHANGES TO THIS SITE
We may discontinue or change any Unison content, service or function at any time with or without notice and in our sole discretion.
7. DISCLAIMER OF USER CONTENT
Unison is not responsible for and assumes no liability for any sound recordings, soundbanks, songs, sample packs, presets, mixes, loops, downloads, samples, lessons, profiles, reviews, or any other content posted, stored or uploaded by you or any third party, or for any loss or damage that arises from such content, nor is Unison liable for any errors, misrepresentations, mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. As the provider of this interactive platform, we are not liable for any data, information, claims, promises, representations or any other content provided by Unison account holders or other third parties.
8. THIRD PARTIES
You agree that your dealings with third parties found on or through the Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the third party, and you agree not to hold Unison liable for any disputes you may have with any such third party.
9. ADVERTISING AND REVENUE DISCLOSURE
Unison may display paid advertising on the Site and we may also receive revenue through the sale of sound banks or other products or services. We wish to be transparent in our dealings with you and hereby disclose the incorporation of paid advertising and financially compensated promotions on this Site.
10. EXTERNAL LINKS
10.1 Social Media Sharing: Unison both enables and encourages social media sharing, for example through popular social media channels such as Facebook, SoundCloud, YouTube, Instagram and Twitter. Unison has no control over, and is not responsible for, the privacy practices and policies of any such third party social media channels.
10.2 Links on this Site: This Site may provide, and third parties may provide, links to social media apps, other websites or resources. As we have no control over these, you agree that links to third party resources are provided solely for your convenience and we are not responsible for the availability of such external apps, sites or resources and are not liable for such third party content. If you decide to access any third parties linked to this Site, you do so entirely at your own risk. Links do not imply that Unison is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links; or that any linked website is authorized to use any trademark, trade name, logo or copyright symbol of Unison.
10.3 Linking to this Site: If you would like to link to this Site, you must comply with the following:
You do not have permission to use of incorporate any of our Site content and must not in-line, frame, or create any browser or border environments around our content.
Do not present any misleading or false information about us or our products or services.
Do not use any of our logos, designs, slogans, trademarks or service marks or any other words or metatag data without first obtaining our express written permission.
We do allow any linking to websites that contain any distasteful, offensive or controversial content.
Unauthorized links to of framing of this Site is prohibited unless you have obtained our express written permission.
12. PRIVACY AND PERSONAL INFORMATION
13. OWNERSHIP AND INTELLECTUAL PROPERTY
13.1 You Gain No Ownership: You gain no ownership to any Site content (including Soundbanks and other products) and any downloads and/or purchases do not transfer any copyright to you but are only made available to you under limited license as set forth in these Terms. The Unison.Audio domain name, Unison logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof are the proprietary property of Unison or its licensors and are protected by Canadian and international copyright laws. You may not reproduce, modify, copy or distribute or use for commercial purposes any of the materials or content on the Site without prior written permission from Unison.
13.2 License: Content made available by Unison for purchase and/or download and/or streaming including loops, samples, sound effects, and/or patches, or any variations thereof, both singularly and as collections (“Soundbanks”) is subject to a non-exclusive, non-transferable, royalty free, revocable license that allows the commercial and non-commercial creation by you of derivative works for live or recorder performance but not for any other purpose, as is further explained below, and subject to your continued and strict adherence to these Terms. You may modify the samples within a musical or visual context but may not present them isolated. Likewise, any Sample Pack which is a rhythm loop sample must also be combined with other types of samples or sounds to effectively form a new composition or derivative work, in a manner that is clear and distinct from the isolated rhythm loop itself.
13.3 Restrictions: This worldwide, non-transferable, non-exclusive license is granted for a single user only, worldwide and for the extent of the copyright term (unless earlier terminated) and is not transferrable. Only the original purchaser has the right to embody and utilize the Soundbank(s) or products within their derivative work. The copying, lending, duplicating, sublicensing, trading, resale, rental, loan, gift or transfer of any part of the Soundbanks(s) or products or a copy thereof, in any format or via any medium, to another person or company, except in accordance with a permitted use contained herein in a derivative work created by you is expressly forbidden. You may not electronically transfer any Soundbank(s) or products or share them via any file-sharing website, network or service bureau. The purchased Soundbanks(s) or products may not be included, whether modified or as part of a derivative work, in any musical library or sample library product. Any unlicensed usage will be prosecuted to the maximum extent possible by law.
13.4 Trademarks: All rights in the trademarks, service marks, logos, trade names, product names, product packaging and designs of Unison or third parties whether or not appearing in large print or with the trademark symbol, belong exclusively to us or their respective owners and are protected under national and international trademark and copyright laws. You are not permitted to reproduce, download or otherwise use such trademarks, service marks, logos, trade names, product names, product packaging and designs without the prior express written consent of the owner of such mark.
13.5 License to Host Your Content: In these Terms, “your content” means all works and materials (including but not limited to sound files, data, text, photographs, images, illustrations, documents, graphics, audio material, video material, and files) that you submit to the Site (unless subject to a separate Sound Designer Agreement which shall take precedence). You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to store your content on and in relation to our Site and Services and any successor websites or services. Without prejudice to our other rights under this Agreement, if you breach this Agreement in any way, or if we reasonably suspect that you have breached this Agreement in any way, we may delete, un-publish or edit any or all of your content.
13.6 No Infringement of Third Party Rights: You warrant and represent that your content will not infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right and you possess all sufficient permissions, rights and/or licenses to provide or upload all and any content shared by you on or through the Site or Services. You agree and acknowledge you must not infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right of any third party through your use of the Site and Services and must only share content when you possess all sufficient permissions, rights and/or licenses to provide or upload all and any content shared by you on or through the Site. Further, you acknowledge and agree that in the event of you infringing the intellectual property rights of any third party through your use of the Site or Services, it is you and not Unison that will be liable.
13.7 Copyright Infringing Content: We will act expeditiously to remove copyright infringing content as soon as we have we have actual knowledge that any of the Site content infringes copyright. If you believe there is copyright infringing material on the Site, please contact us by email at firstname.lastname@example.org with the following information:
The name and address of the complaining party.
A description of the infringing materials and their Internet location, usually the URL.
Sufficient information to identify the copyrighted works.
A statement by the copyright owner that it has a good faith belief that there is no legal basis for the use of the materials complained of.
A statement of the accuracy of the notice and, under penalty of perjury, a statement that the complaining party is the owner or authorized to act on the behalf of the owner.
14. LICENSE TO USE OUR SITE AND SERVICES
You agree that while we reserve the right to monitor all Unison users and conduct and impose standards for the Unison community we are under no obligation to monitor any content or communications.
You agree that we have no responsibility or liability for the deletion, corruption or failure to store or display any content and/or data maintained or transmitted on or by the Site.
You acknowledge that we reserve the right to sign out, terminate or delete your account at any time and for any reason at our sole discretion.
Except as expressly permitted by this Agreement, you must not edit or otherwise modify any material on the Site.
We reserve the right to restrict your access to the Site and/or Services at our sole discretion and you must not circumvent or bypass, or attempt to circumvent or bypass, any such access restrictions.
15. ACCEPTABLE USE
15.1 Acceptable Use: You must not:
Use our Site or Services in any way or take any action that causes, or may cause, damage to them or impair their performance, availability or accessibility
Use our Site or Services in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity
Use our Site or Services to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, root kit or other malicious computer software
Conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our Site or Services without our express written consent
Access or otherwise interact with our Site or Services using any robot, spider or other automated means
Use, transfer or distribute any of our content in any manner that could compete with the Site or any business of Talon
Remove or tamper with any copyright or proprietary notices displayed on the Site
Copy, disclose, post, distribute, reproduce, publish, display, transmit, perform, create derivative works of, decompile, reverse engineer, disassemble, link to or unlawfully use or reproduce any of the Site content without or express prior written consent
Use data collected from our Site or Services for any direct marketing activity, including without limitation email marketing, SMS marketing, telemarketing and direct mailing.
16. OBJECTIONAL MATERIAL AND PROHIBITED CONTENT
16.1 Prohibited Content: You may not use the Site or Services for any of the following:
Impersonating someone else through Unison in a manner that does or is intended to mislead, confuse, or deceive;
Vulgar, offensive or inappropriate usernames;
Disseminating any content, including but not limited to sound files, music or images, to which you do not possess the requisite intellectual property rights or permissions;
Discouraging other users from participating in Unison;
Advertising or promoting any products, services, organizations or websites without our express permission;
Disseminating any unlawful material or transmitting material that is or which encourages conduct that constitutes a criminal offence, results in civil liability or otherwise breaches any relevant laws, regulations or code of practice;
Gaining unauthorized access to other computer systems;
Interfering with any other person’s use or enjoyment of the Site;
“Trolling” or harassing or stalking or otherwise interfering with other users;
Interfering or disrupting networks or websites connected to the Site;
Engaging in technically harmful behavior, which includes but is not limited to: computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data and other malicious software or harmful data.
Disseminating content that violates anyone’s privacy, including identifying or confidential information, contact information not provided by the person concerned or private photos.
16.2 Objectionable Material: When using the Site or Services, you acknowledge and agree that you may encounter content that may be deemed objectionable, indecent, or offensive, which content may or may not be identified as having explicit language or text, graphic designs, and/or photographs. You agree to use the Site and Services at your own risk and that Unison shall have no liability to you for any content that may be found objectionable, indecent, or offensive.
16.3 Right to Remove: We reserve the right to refuse to post material on our Site or to remove material already posted on the Site at any time and for any reason in our sole discretion.
16.4 Privacy: You must NEVER post a photograph or video of or with someone unless you have their explicit permission.
17. MEMBER PROFILES
Any information, statements, opinions or other information obtained from third parties (this includes all participants in the Unison community) and made available on Unison are those of the respective author(s) and not Unison. We do not guarantee the validity, accuracy, truthfulness, completeness, reliability or usefulness of any profile, service, offer, statement or other content on the Site. Under no circumstance will Unison be liable for or in connection with any loss or damage caused by your reliance on any such content, including but not limited to soundbanks and other products.
18. PAYMENTS AND FEES
18.1 Payment Method: You may pay via Stripe, PayPal or other payment processing such as we may make available from time to time (“Payment Method”). You expressly authorize us to charge the amount of any purchase to the Payment Method you provided during checkout or to a different Payment Method if you so designate at the time you make your purchase.
18.2 Errors: We reserve the right to fix any processing errors we discover. We will correct any processing errors by charging or crediting your account or other Payment Method you provided for the erroneous refund or reimbursement and you expressly authorize us to do so. We maintain records of your services, charges and payments and all such records are taken to be correct unless they are proven to be in error.
18.3 Fees may Change: We may change the fees and charges in effect for using the Service, or add new fees or charges, by posting new fees and changes on the Site from time to time.
18.4 Currency: All amounts shown are in US dollars (USD) unless otherwise stated.
18.5 Refunds: All payments for products are refundable subject to the money-back guarantee terms listed for the specific product. Refunds can be requested by emailing our support team at email@example.com. A maximum of 3 refunds per customer is allowed.
18.6 Credit Card Chargebacks: You understand and agree that in the event you attempt to create a fraudulent credit card chargeback, we will work with the relevant credit card processor, bank or other institution and law enforcement authorities to investigate the matter. Our assistance may include providing details about profiles, card authentication and communications with or related to Unison or Unison users. Engaging in activities aimed at reversing a legitimate charge is illegal. You agree and acknowledge that you can be prosecuted for such activity and we reserve the right to reclaim any fees and costs we incur in responding to fraudulently filed chargebacks.
18.7 Stripe and other Payment Processor Terms and Fees: Payments are processed by third payment processors such as Stripe and credit providers and processors. Your use of a third party payment processor such as Stripe or a credit card company or bank is subject to any additional terms and conditions and fees imposed by such third party payment processor.
19. DISPUTE RESOLUTION
You acknowledge and agree you will be fair and reasonable in all your dealings with other Unison when buying and selling soundbanks, products or other goods and services and will work constructively to settle any dispute or conflict you may have Unison. If your good faith efforts at direct dispute resolution are not successful, you agree you will submit to the Unison dispute resolution service by contacting Unison customer service at firstname.lastname@example.org and will abide by our determinations.
20. USE OF YOUR FEEDBACK AND SUGGESTIONS
You agree that we may use your feedback, suggestions, or ideas in any way, including in future modifications of the Site or Services, other products or services, advertising or marketing materials. You grant us a perpetual, worldwide, fully transferable, sub-licensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to us in any way.
21.1 Password: If you register for an account with Unison you may be required to use a password. You must keep your password confidential and you must notify us immediately if you become aware of any disclosure of your password. You are responsible for any activity on the Site arising out of any failure to keep your password confidential, and may be held liable for any damages or losses arising out of such a failure. We are entitled to assume that anyone who accesses your account or service using your password does so by your authority.
21.2 Your Security Responsibilities: The security of information transmitted through the Internet can never be guaranteed. We disclaim all liability for any interception or interruption of any Internet transmissions or any changes to or losses of data. You are responsible for maintaining the security of any password, account ID or username, or other form of authentication involved in obtaining accessing our Site or Services. In order to protect you and your data, we may suspend your use, without notice, pending an investigation, if any breach of security is suspected. You are solely responsible for determining whether the security provided by us and our suppliers is sufficient for your purposes. If you do not agree the security is sufficient it is your responsibility to either implement your own additional security or not use the Site.
22. DISCLAIMER – NO WARRANTY
22.1 No Warranty: YOU AGREE THAT YOUR USE OF THIS SITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, ALL OF THE SITE’S OWNERS, OFFICERS, AUTHORS, MEMBERS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY:
ERRORS, MISTAKES, OR INACCURACIES OF CONTENT,
PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SITE,
ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN,
ANY FAILURE BY AN OTHER UNISON ACCOUNT HOLDER TO ADHERE TO THE SITE’S GUIDELINES, RULES OR POLICIES.
ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SITE,
ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SITE BY ANY THIRD PARTY, AND/OR
ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THIS SITE.
APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
23. LIMITATIONS OF LIABILITY
IN NO EVENT WILL UNISON OR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, SPONSORS, SUCCESSORS OR ASSIGNS BE LIABLE TO ANY PARTY FOR:
I. ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES ARISING IN ANY WAY OUT OF THE AVAILABILITY, USE, RELIANCE ON, USE OF OR INABILITY TO USE THE SERVICES, EVEN IF WE SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE;
II. ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN, OR DESTRUCTIVE PROPERTIES OF, THE SITE OR RELATED SERVICES;
III. PERSONAL INJURY OR DEATH CAUSED BY YOUR USE OR MISUSE OF THE SITE OR SERVICES;
IV. STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR VIA THE SITE OR SERVICES; OR
V. UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, PERSONAL INFORMATION OR DATA.
AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIABILITY OF UNISON IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. Your sole and exclusive remedy for any cause or claim whatsoever relating to the Site or the Services, shall be limited to discontinuing use of the Site and Services.
24. YOUR REPRESENTATIONS AND WARRANTIES
You represent and warrant to us that:
This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.
You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party.
All information you supply to us in connection with your use of our services is true and complete in all material respects and will be kept up to date if it changes.
You agree to defend, indemnify and hold harmless Unison, its affiliates, officers, directors and employees from any and all claims, liabilities, costs and expenses, including attorneys’ fees, arising from or in connection with (i) your infringement of the intellectual property rights of any person; (ii) your use or misuse of the Site or the Services, (iii) the distribution or transmission of any content or other materials by you or users authorized by you, or (iv) any violation of these Terms by you. Unison reserves the right to assume the exclusive defense and control of any matter subject to such indemnification and you hereby agree to cooperate with Unison in asserting any available defenses.
26.1 Termination without Notice: We reserve the right, in our absolute discretion, to terminate your Unison account or your access to all or part of the Site or Services without notice.
26.2 Effect of Termination: Upon such termination you will be denied access to any information or files you have stored on the Site, and we may remove, delete, or otherwise destroy any and all such related information at our sole discretion.
26.3 Termination of Licenses: We may terminate your rights in any purchased product upon written notice to you if we believe you have breached any of our terms and upon such termination you must return, destroy, remove, and cease all use of the notified products. No refunds shall be granted for such terminations.
27. JURISDICTION LIMITATIONS
As some jurisdictions do not allow some of the exclusions or limitations as established above, some of these exclusions or limitations may not apply to you. In that event, the liability will be limited as far as legally possible under the applicable legislation.
28. INTERNATIONAL USE
We make no representation that content on this Site is appropriate or available for use in locations outside Canada. If you choose to use this Site from a location outside Canada, you do so at your own initiative and you are responsible for compliance with local laws.
29. DOWNTIME AND EVENTS BEYOND OUR CONTROL
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by events outside our reasonable control (“force majeure”) or due to our compliance with any applicable laws or regulations. We will make every available effort to keep the Site and Services available but there will be periods of downtime for maintenance and upgrades, and sometimes, for reasons beyond our control that we do not anticipate. There may unscheduled downtime or outages. WE MAKE NO GUARANTEE AS TO UPTIME OR AVAILABILITY OF THE SITE OR SERVICES.
30. GENERAL PROVISIONS
30.3 Titles and Headings: Titles and headings in this Agreement are for reference purposes only, and must not be used to interpret the Agreement.
30.4 Communication and Notices: You consent to receive notices and information from us in respect of our Site and Services by electronic communication. You may withdraw this consent at any time, but if you do so we may choose to suspend or close your account. We may provide you with notices by email, paper mail, publication on our Site, by SMS, or in any way recognized by law.
30.5 Waiver: Our failure to exercise or enforce any right or provision of this Agreement is not a waiver of such right or provision.
30.6 Severability: If any provision is found by a court of competent jurisdiction to be invalid, the parties agree that the court must as far as possible give effect to the parties’ intentions as reflected in it, and this Agreement otherwise remains in full force and effect.
30.7 Compliance with Laws: In using the Site and Services, you must comply with all applicable laws and regulations and you must not use the Site or Services in connection with or in furtherance of any fraudulent scheme or purpose.
30.8 Law Enforcement: You authorize us to provide any information or comply with any request in relation to you or your account that is requested by any government, court or law enforcement agency. We are not obliged to verify or validate the identity or authority of any such government, court or law enforcement agency if it appears to us, acting in good faith, to be legitimate.
30.9 Changes to these Terms: We may change these Terms at any time and for reason in our sole discretion.
LAST UPDATE TO THESE TERMS AND CONDITIONS: 27th April, 2021.