AGREEMENT TO TERMS

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Ikandee Interactive Inc. (“we,” “us” or “our”), concerning your access to and use of the soundamate.live App as well as any other media form, media channel, mobile App or mobile application related, linked, or otherwise connected thereto (collectively, the “App”). You agree that by accessing the App, you have read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE App AND YOU MUST DISCONTINUE USE IMMEDIATELY.

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Supplemental terms and conditions or documents that may be posted on the App from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the App after the date such revised Terms of Use are posted.

The information provided on the App is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the App from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

 

Upon registration, you also agree that we can use your email and phone number to inform you of any update or any news about the App unless you unsubscribe from our list.

 

The App is intended for users who are at least 17 years of age. All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the App. If you are a minor, you must have your parent or guardian read and agree to these Terms of Use prior to you using the App.

 

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the App is our proprietary property and all source code, databases, functionality, software, App designs, audio, video, text, photographs, and graphics on the App (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the Philippines, foreign jurisdictions, and international conventions. The Content and the Marks are provided on the App “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the App and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

 

Provided that you are eligible to use the App, you are granted a limited license to access and use the App and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the App, the Content and the Marks.

 

USER REPRESENTATIONS

By using the App, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Use; (4) you are not under the age of 17; (5) you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the App; (6) you will not access the App through automated or non-human means, whether through a bot, script, or otherwise; (7) you will not use the App for any illegal or unauthorized purpose; and (8) your use of the App will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the App (or any portion thereof).

 

ELIGIBILITY

You are solely responsible for ensuring that in relation to you, this Agreement is in compliance with all laws, rules and regulations applicable to you and the right to access the Services is automatically revoked in the event this Agreement or the use of the App, in relation to you, is prohibited or to the extent offering, sale or provision of the App conflicts with any law, rule or regulation applicable to you, notwithstanding the absence of prohibition with respect to the Company. Further, the App are offered only for your use, and not for the use or benefit of any third party.

 

USER REGISTRATION

You may be required to register with the App. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

 

If you are below the legal age of 18 years old (“Child”), please seek the permission of your parent or legal guardian before using this [Application/Platform].

 

By accessing this [Application/Platform], you represent and warrant that you possess the eligibility requirements under this Terms of Use. Otherwise, please stop using and exit this [Application/Platform].

 

If you create an account with us, you expressly authorize us to verify your parent or legal guardian’s consent on your access to the Services of this [Application/Platform]and you likewise expressly authorize us to use all necessary means to verify your age and identity with any third-party providers of information.

If you are a parent or guardian and believe that your Child is using this [Application/Platform] without your permission, please contact us at [insert address] for termination/ suspension of your Child’s access and/or request the deletion of any information provided by your Child and indicate in the subject line “Deletion Request for Minor”. We reserve the right to ask you for verification of your relationship to the Child before we honor such a request.

 

PROHIBITED ACTIVITIES

You may not access or use the App for any purpose other than that for which we make the App available. The App may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

 

As a user of the App, you agree not to:

Systematically retrieve data or other content from the App to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us. Make any unauthorized use of the App, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses. Circumvent, disable, or otherwise interfere with security-related features of the App, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the App and/or the Content contained therein. Engage in unauthorized framing of or linking to the App. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords. Make improper use of our support services or submit false reports of abuse or misconduct. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools. Interfere with, disrupt, or create an undue burden on the App or the networks or services connected to the App. Attempt to impersonate another user or person or use the username of another user. Sell or otherwise transfer your profile. Use any information obtained from the App in order to harass, abuse, or harm another person. Use the App as part of any effort to compete with us or otherwise use the App and/or the Content for any revenue-generating endeavor or commercial enterprise. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the App. Attempt to bypass any measures of the App designed to prevent or restrict access to the App, or any portion of the App. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the App to you. Delete the copyright or other proprietary rights notice from any Content. Copy or adapt the App’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the App or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the App. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”). Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the App, or using or launching any unauthorized script or other software. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the App. Use the App in a manner inconsistent with any applicable laws or regulations.

 

Soundmate allows you to post content, including photos, comments, links and other materials. Anything that you post or otherwise make available on Soundmate is referred to as “User Content”. You retain all rights in, and are solely responsible for, the User Content you post on Soundmate. Soundmate shall have the unencumbered and unrestricted right to record all User chatlogs on the app without compensation to or any restriction by User. In no event shall any User Content utilizing drawings, artwork, photography or video, or any other medium of expression, depicting nudity of any sexual gender or orientation or sexually explicit content of any type, be permitted or allowed to be posted on the Soundmate App. Any and all such content will be immediately rejected by Soundmate in its sole discretion and as a final and unappealable decision. Additionally, at no time will any type of harassment by a user of our Service of another user be permitted or allowed. Any such harassment will result in the immediate suspension and termination of the harassing user’s account by Soundmate and no refund of fees paid will be made to said harassing user. The decision of Soundmate shall be final and unappealable.

How Soundmate and other users can use your content

 

You grant Soundmate and our users a non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, store, display, reproduce, save, modify, create derivative works, perform and distribute your User Content on Soundmate solely for the purposes of operating, developing, providing and using the Service. Nothing in these Terms shall restrict other legal rights Soundmate may have to User Content, for example under other licenses. We reserve the right to remove or modify User Content or change the way it is used in the Service, for any reason, including User Content that we believe violates these Terms, our Community Guidelines, or any other policies.

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How long we keep your content

 

Following termination or deactivation of your account, or if you remove any User Content from Soundmate, we may retain your User Content for a reasonable period of time for backup, archival, or audit purposes. Furthermore, Soundmate and our users may retain and continue to use, store, display, reproduce, save, modify, create derivative works, perform, and distribute any of your User Content that other users have stored or shared on the Soundmate Service.

 

Your responsibility for your content:

To Soundmate and our community

Soundmate provides a creative and positive place for you and other users to discover and share things you love. To keep it that way, you must abide by and comply with our policies, including our Community guidelines. You must not post User Content that violates or encourages any conduct that violates laws or regulations. You are responsible for User Content and any third- party content posted on your boards and you represent and warrant that User Content and any third-party content posted on your boards comply with all applicable laws and regulations.

 

Except as expressly provided in these Terms, you agree not to use, modify, reproduce, distribute, sell, license or otherwise use our Service without our permission.

 

To third parties

Soundmate respects the rights of third-party creators and content owners and expects you to do the same. You therefore agree that any User Content that you post to Soundmate does not and will not violate any law or infringe the rights of any third party.

 

Feedback you provide

We value hearing from our users and are always interested in learning about ways we can make Soundmate more awesome. If you choose to submit comments, ideas, or feedback, you agree that we are free to use them without any restriction or compensation to you. By accepting your submission, Soundmate does not waive any rights to use similar or related feedback previously known to Soundmate, developed by its employees or obtained from sources other than you.

 

USER GENERATED CONTRIBUTIONS

The App may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the App, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). Contributions may be viewable by other users of the App and through third-party Apps. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:

The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the App, and other users of the App to use your Contributions in any manner contemplated by the App and these Terms of Use.You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the App and these Terms of Use.Your Contributions are not false, inaccurate, or misleading.Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.Your Contributions do not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another.Your Contributions do not violate any applicable law, regulation, or rule. Your Contributions do not violate the privacy or publicity rights of any third party.Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.Your Contributions do not violate federal, state, foreign, or international law concerning child pornography, or otherwise intended to protect the health or well-being of minors;Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.

 

Any use of the App in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the App.

 

CONTRIBUTION LICENSE

By posting your Contributions to any part of the App or making Contributions accessible to the App by linking your account from the App to any of your social networking accounts, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.

 

This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.

 

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the App. You are solely responsible for your Contributions to the App and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

 

We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the App; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.

 

GUIDELINES FOR REVIEWS

We may provide you areas on the App to leave reviews or ratings. When posting a review, you must comply with the following criteria: (1) you should have firsthand experience with the person/entity being reviewed; (2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language; (3) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4) your reviews should not contain references to illegal activity; (5) you should not be affiliated with competitors if posting negative reviews; (6) you should not make any conclusions as to the legality of conduct; (7) you may not post any false or misleading statements; and (8) you may not organize a campaign encouraging others to post reviews, whether positive or negative.

 

We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to reviews.

 

MOBILE APPLICATION LICENSE

Use License

If you access the App via a mobile application, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Terms of Use. You shall not: (1) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application; (2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the application; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the application; (4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the application; (5) use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (6) make the application available over a network or other environment permitting access or use by multiple devices or users at the same time; (7) use the application for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the application; (8) use the application to send automated queries to any App or to send any unsolicited commercial e-mail; or (9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the application.

 

Apple and Android Devices

The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play (each an “App Distributor”) to access the App: (1) the license granted to you for our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service; (2) we are responsible for providing any maintenance and support services with respect to the mobile application as specified in the terms and conditions of this mobile application license contained in these Terms of Use or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application; (3) in the event of any failure of the mobile application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application; (4) you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and (ii) you are not listed on any U.S. government list of prohibited or restricted parties; (5) you must comply with applicable third-party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application; and (6) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms of Use, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms of Use against you as a third-party beneficiary thereof.

 

SOCIAL MEDIA

As part of the functionality of the App, you may link your account with online accounts you have with third-party service providers (each such account, a “Third-Party Account”) by either: (1) providing your Third-Party Account login information through the App; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “Social Network Content”) so that it is available on and through the App via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the App. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the App. You will have the ability to disable the connection between your account on the App and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the App. You can deactivate the connection between the App and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account.

 

Virtual Items and Virtual currency

We offer a feature allowing you to purchase (a) diamonds for use in the Platform and/or (b) Gifts. The purchase of any Virtual Items must be made lawfully, under legitimate means, and with Real Currency. Notwithstanding your purchase or possession of such Virtual Items, you acknowledge and agree that you do not in fact own the Virtual Items, and that the amounts of any Virtual Items do not refer to any credit balance of Real Currency or its equivalent. The purchase of Virtual Items grants you a limited license to use the Service, including software programs that may manifest themselves as these items.You acknowledge and agree that your distribution of any Virtual Items currently in your account (i.e. as a virtual “tip” to any other User’s account) may result in some revenue to such recipient User, as determined in our sole and absolute discretion, and is made solely at your own discretion. You further agree that once you have confirmed a transfer of any Virtual Item to another User’s account, the action cannot be undone and the Virtual Item cannot be withdrawn. Notwithstanding, we make no guarantee that the amount or value of the Virtual Items you may give a User will correlate to the revenue such User may receive.The purchase of Virtual Items is a completed transaction upon our confirmation of electronic payment from you via the iTunes App Store, Google Play, or other channels. Any virtual currency balance shown in your User account does not constitute Real Currency or reflect any stored value or balance, but instead constitutes a measurement of the extent of your license to the Virtual Items within the Service. You will not be able to sell Virtual Items in exchange for virtual currency or Real Currency credited back to your account, nor will you be able to receive a refund of virtual currency or Real Currency for Virtual Items, including if your access to the Platform has been suspended, limited, or terminated pursuant to these terms and conditions.The value (i.e. the exchange rate) of the Virtual Items is determined by us in our absolute and sole discretion, based on your country of origin, and we further reserve the right to modify the purchase exchange rate between Real Currency and diamonds from time to time and for any reason. By your use of the Service, you confirm your understanding and acceptance of the exchange rate of any Virtual Items which shall be the current exchange rate at the time of your purchase of said Virtual Items.Your use of any Virtual Items purchased shall be solely for legitimate purposes within the Service, and must comply with all applicable laws and regulations at all times (i.e. no exchanging of Virtual Items for any activity, product, conduct, or services deemed unauthorized by these Terms or our Community Policy).You understand that any purchase of Virtual Items is made using Real Currency. If you disagree with any part of, or do not fully understand our exchange rate policy, please refrain from purchasing or using any Virtual Items in connection with the Platform.You understand that we may change, modify, or update these Terms, or the terms of sale in connection with the Virtual Items from time to time, and that such revised terms will apply to all subsequent purchases of any Virtual Items, and you agree that you will review these Terms and any terms regarding the sale of Virtual Items prior to making any purchase.In the event that your account balance is incorrect due to system maintenance or other technical failures as determined by us in our sole and absolute discretion, we agree to make all necessary corrections and adjustments with respect to your account balance. If you have any questions, concerns, or suggestions regarding purchases and/or payments regarding the Platform, please contact us at contact@soundmate.live.8.2 Virtual diamonds – cashing out: Notwithstanding the above restriction regarding refunds, any virtual diamonds stored in your User account that exceeds the value of five hundred (500) diamonds, either by your own purchase or by receipt from another User, may be “cashed-out” for Real Currency. The value of any Real Currency received from any Cash-Out shall be determined by the current exchange rate at the time of Cash-Out, which we may set and change from time to time in our sole and absolute discretion. The Cash-Out exchange rate may also change due to the fluctuating value of the diamonds, which are subject to change between the time when they were purchased and the time that they are cashed-out by the User.

 

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the App (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

 

THIRD-PARTY WEBSITES AND CONTENT

The App may contain (or you may be sent via the App) links to other Apps (“Third-Party Apps”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Apps and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Apps accessed through the App or any Third-Party Content posted on, available through, or installed from the App, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Apps or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Apps or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the App and access the Third-Party Apps or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any App to which you navigate from the App or relating to any applications you use or install from the App. Any purchases you make through Third-Party Apps will be through other Apps and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Apps and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Apps.

 

ADVERTISERS

We allow advertisers to display their advertisements and other information in certain areas of the App, such as sidebar advertisements or banner advertisements. If you are an advertiser, you shall take full responsibility for any advertisements you place on the App and any services provided on the App or products sold through those advertisements. Further, as an advertiser, you warrant and represent that you possess all rights and authority to place advertisements on the App, including, but not limited to, intellectual property rights, publicity rights, and contractual rights. We simply provide the space to place such advertisements, and we have no other relationship with advertisers.

 

APP MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the app for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the App or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the App in a manner designed to protect our rights and property and to facilitate the proper functioning of the App.

 

PRIVACY POLICY

We care about data privacy and security. By using the App, you agree to be bound by our Privacy Policy posted on the App, which is incorporated into these Terms of Use.Further, we do not knowingly accept, request, or solicit information from children or knowingly market to children. If we receive actual knowledge that anyone under the age of 13 has provided personal information to us without the requiApp and verifiable parental consent, we will delete that information from the App as quickly as is reasonably practical.

 

We receive and store any information you knowingly enter on the Services via mobile phone that you provide to us in any other way. With your express consent, you may be able to upload, import or sync contact information from your mobile device (for example, from your address book) to Soundmate. This information may include Personal Information such as your name, phone numbers, email addresses, photographs, and, in certain circumstances, your school and/or district, class, group, club, team or Organization affiliation (which may be used to validate your account or to provide you with notifications via the Services from a teacher, school and/or district, class, group, club, team or affiliated Organization ("Notifications"), or any other information necessary for us to provide our Services. We use the Personal Information we receive about you to provide you with the Services and also for purposes such as:

attempting to authenticate your identity,
responding to your requests for certain information,
customizing the features that we make available to you,
suggesting relevant services or products for you to use,
suggesting friends and acquaintances on our platform
improving the Services and internal operations (including troubleshooting, testing, and analyzing usage),
communicating with you about new features
and, most importantly, protecting our users, sending emergency messages we are directed to send to you, and working towards making sure our Services are safer and more secure.

 

COPYRIGHT INFRINGEMENTS

We respect the intellectual property rights of others. If you believe that any material available on or through the App infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the App infringes your copyright, you should consider first contacting an attorney.

 

TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the App. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE APP(INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE App OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

 

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

 

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the App at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our App. We also reserve the right to modify or discontinue all or part of the App without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the App.

We cannot guarantee the App will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the App, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the App at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the App during any downtime or discontinuance of the App. Nothing in these Terms of Use will be construed to obligate us to maintain and support the App or to supply any corrections, updates, or releases in connection therewith.

 

DISPUTE RESOLUTION

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each a “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

 

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

 

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

 

CORRECTIONS

There may be information on the App that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the App at any time, without prior notice.

 

DISCLAIMER

THE APP IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE APP AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE App AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE App’S CONTENT OR THE CONTENT OF ANY AppS LINKED TO THE App AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE App, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE App, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE App BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE App. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE App, ANY HYPERLINKED App, OR ANY App OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

 

LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE App, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE THREE (3) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

 

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the App; (3) breach of these Terms of Use; (4) any breach of your representations and warranties set forth in these Terms of Use; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the App with whom you connected via the App. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

 

USER DATA

We will maintain certain data that you transmit to the App for the purpose of managing the performance of the App, as well as data relating to your use of the App. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the App. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

 

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the App, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the App, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

 

MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the App or in respect to the App constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the App. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

 

SUBSCRIPTION TERMS

If you purchase an auto-recurring periodic subscription through an in-app purchase, your account will be billed continuously for the subscription until you cancel in accordance with the platform terms. In all cases, please refer to the terms of your application platform which apply to your in-app purchases. You agree to pay your subscription fee in advance of receiving any such Subscription Services. You are responsible for all charges incurred under your account. You agree that if you purchase Subscription Services through the Application Store, all payment related questions, issues, disagreements, and/or disputes shall be handled in accordance with the terms of services or other legal agreements that govern your use of a given payment processing service and/or method, and in no event will SOUNDMATE have any responsibility in connection with any of the following:

- Subscription automatically renews unless auto renew is turned off at least 24 hours before the end of the current period;

- Account will be charged for renewal within 24 hours prior to the end of the current period, and identify the cost of the renewal;

- Subscriptions can be managed by other user: You can turn off automatic renewal after purchase through the application platform's "Subscription Management";

- No cancellation of the current subscription is allowed during active subscription period.

Your purchase will be made via Apple iTunes account, Google play account or other authorized payment methods. When you perform a transaction, we will ask you for financial or billing information, as well as information about your device and network. Please review the relevant terms and notices in respect of the handling of such data, so that we can credit your account with the corresponding Subscription Services. We keep a record of the purchases you make, the time at which you make those purchases, and the amount you spent.

 

Refunds

Any digital goods, including Stars and Subscription Services, are not refundable after purchase, unless otherwise stated in these Terms of Service or required by law in your jurisdiction.

 

CONTACT US

In order to resolve a complaint regarding the App or to receive further information regarding use of the App, please contact us at:

Ikandy Interactive Inc
3172 N Rainbow Blvd Unit 1119

Las Vegas, NV 89108

info@soundmate.live