Terms & Conditions
ACCEPTANCE OF THE TERMS OF SERVICE
These Terms of Service (“Terms”) apply to your access to and use of the website, applications and other products and services (collectively “Services”) provided by NextGen Sound Inc. (“NextGen Sound”, “we”, or “us”). BY CLICKING TO INDICATE YOUR ACCEPTANCE OF THESE TERMS, OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE TO THESE TERMS AND TO USE OUR SERVICES IN ACCORDANCE WITH THEM. IF YOU DO NOT AGREE TO THESE TERMS, INCLUDING THE CLASS ACTION WAIVER, DO NOT ACCESS OR USE OUR SERVICES.
In addition to these Terms, we may ask you to accept additional terms that apply to specific features, products or services. To the extent any additional terms conflict with these Terms, the additional terms govern with respect to your access to or use of the applicable feature, product or services.
If you have any questions about these Terms or our Services, please contact us at Contact@NextGenSound.io.
ELIGIBILITY AND AUTHORITY
You must be at least 18 years or older to access or use our Services. If you are accessing our Services on behalf of another person or entity, you represent that you are authorized to accept these Terms on that person or entity’s behalf and that the person or entity agrees to be responsible to us if you or the other person or entity violates these Terms.
CHANGES TO THESE TERMS OF SERVICE
We reserve the right to change or modify these Terms of Service at any time in our sole discretion by posting the updated Terms of Service on the Site. By continuing to access or use the Services, you agree to the updated Terms. You are responsible for reviewing these Terms from time to time in order to be aware of any changes that apply to your access to and use of the Services.
PRIVACY POLICY
The security of your information is very important to us. Our Privacy Policy found here describes the ways we collect, use, store and disclose your personal information. You agree to the collection, use, storage, and disclosure of your data in accordance with our Privacy Policy.
ACCOUNTS; ACCOUNT SECURITY; ELECTRONIC COMMUNICATIONS
You will need to register for an account to access some or all of our Services. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account, not share your account credentials, and promptly notify us if you discover or suspect that someone has accessed your account without your permission.
By creating a NextGen Sound account, you consent to receive electronic communications from us (e.g., via email or by posting notices on our Services). These communications may include notices about your account (e.g., payment authorizations, password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.
YOUR OWNERSHIP; LICENCE TO US
Our Services may allow you to create, post, store and share marketing, communications, or other content, including, but not limited text, photos, sound recordings and videos (collectively, “Marketing Content“). As between you and NextGen Sound, you are fully and solely responsible for the creation and substance of the Marketing Content. Except for the licence you grant below, you retain all rights in and to your Marketing Content, as between you and NextGen Sound. You grant NextGen Sound a nonexclusive, royalty-free, worldwide, fully-paid, and sub-licensable license to use, reproduce, adapt, publish, translate, distribute, and display your Marketing Content to the recipients or audience designated by you or otherwise in accordance with the settings you specify in the Services. As a part of the Services, we may view, copy, and internally use Marketing Content to help us train and improve the Services, including their functionality and effectiveness for you and your campaigns, as well as to assist us in detecting issues. You may not create, post, store or share any Marketing Content that violates these Terms, or for which you do not have all the rights necessary to grant us the licence described above.
You hereby grant NextGen Sound the right and licence to use and display your name, pseudonym, likeness, image, voice, biography, brands, trademarks, tradenames, logos, artwork/album covers, press photos, quotes, songs (including any title, lyrics, music, and master recording, or any part thereof), and videos (including any title, still images, video clips, or any part thereof), to publicly identify you as a client of NextGen Sound (including but not limited to on our website), and in promotional and advertising material for our business.
NEXTGEN SOUND OWNERSHIP
NextGen Sound shall be the sole and exclusive owner of all ideas, designs, works, writings, and other materials conceived, produced, or developed by NextGen Sound pursuant to or in furtherance of the Services (the “NextGen Content”). To the extent that any such NextGen Content is not automatically deemed the property of NextGen Sound, you hereby assign to NextGen Sound, all right, title and interest you may now have or in the future acquire in and to the NextGen Content for all uses, in all media and formats, on all platforms, whether now known or hereafter devised, in all languages, in perpetuity throughout the world.
PROHIBITED CONDUCT
You will not violate any applicable law, contract, intellectual property or other third-party right or commit a tort, and you are solely responsible for your conduct while accessing or using our Services. When you access or use our Services, you will not
Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
Impersonate any person or entity, including without limitation, any NextGen Sound official, employee, or falsely state or otherwise misrepresent your affiliation with such a person or entity;
Use or attempt to use another user’s account without authorization from that user and NextGen Sound;
Use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;
Delete or revise any material, including Marketing Content, posted by another person or entity;
Delete or modify any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature;
Register, subscribe, attempt to register or subscribe, unsubscribe or attempt to unsubscribe, any party for any NextGen Sound product or Service if you are not expressly authorized by such party to do so;
Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Services that you are not authorized to access;
Develop or use any third-party applications that interact with our Services without our prior written consent, including any scripts designed to scrape or extract data from our Services;
Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Term
PROHIBITED CONTENT
You agree that you will not use the Services to send anything offensive, to promote anything illegal or in an unlawful or misleading manner, or to harass anyone. Without limiting the foregoing, you may not publish Marketing Content that:
Contains any political campaigning;
Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;
Would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any domestic or international law;
May infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
Impersonates, or misrepresents your affiliation with, any person or entity;
Contains false, misleading, or deceptive claims, or that otherwise sets unrealistic expectations or misrepresents any particular product or offering;
Promotes any pyramid schemes, multilevel marketing opportunities, “get rich quick” schemes, or that otherwise promises income generation without providing a complete explanation of the risks and details of the business model;
contains any private or personal information of a third party without such third party’s consent;
Contains any viruses, corrupted data or other harmful, disruptive or destructive files or content;
Promotes, condones, encourages or facilitates hate speech or discrimination against people based on race, ethnicity, religion, age, gender or identity expression, sexual orientation, marital or parental status, disability, veteran status or any other characteristic; or
Is, in our sole judgment, objectionable or that restricts or inhibits any other person from using or enjoying his or her device or email or other communications service, or that may expose NextGen Sound or others to any harm or liability of any type.
AI FEATURES
Our Services include content generation features powered by artificial intelligence (collectively, the “AI Features”). The AI Features may allow you to submit text inputs (“Prompts”) and generate Marketing Content based on your Prompts. You must use the AI Features and the generated Marketing Content only (i) in a lawful manner and in compliance with all applicable laws; (ii) in accordance with these Terms and other NextGen Sound documentation directed to the AI Features; and (iii) in a manner that does not infringe or attempt to infringe, misappropriate or otherwise violate any of our rights or those of any third party (for clarity, “manner” includes, without limitation, the method, purpose and/or means of causing or attempting to cause the AI Features to generate output). Due to the nature of the AI Features, generated Marketing Content may not be unique across users and the AI Features may generate the same or similar Marketing Content for other users. In addition, other users may ask similar questions and receive the same, similar or different responses.
NextGen Sound does not claim ownership of the Prompts or Marketing Content that you generate from the AI Features, and you are responsible for such materials and warrant that you own or otherwise control all the rights necessary for you to provide, post, upload, input or submit such materials. The AI Features are not error-free, may not work as expected and may generate incorrect information. You should not rely on the AI Features and you should not use the AI Features for advice of any kind. Your use of the AI Features is at your own risk.
Without limiting Section 17 in any way, but for the sake of clarity, NextGenSound does not make any warranty or representation of any kind that any output generated by the AI Features does not infringe the rights of any third party (including, but not limited to, copyright, trademark, rights of privacy and publicity, and defamation).
TERMS OF SALE
Subscriptions
When you sign up for our Services, you agree to a recurring subscription contract with NextGen Sound on a monthly basis. WHEN YOU REGISTER FOR A SUBSCRIPTION, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT (A) NEXTGEN SOUND (OR OUR THIRD PARTY PAYMENT PROCESSOR) IS AUTHORIZED TO CHARGE YOU ON A MONTHLY BASIS AS APPLICABLE FOR YOUR SUBSCRIPTION (IN ADDITION TO ANY APPLICABLE TAXES AND OTHER CHARGES) FOR AS LONG AS YOUR SUBSCRIPTION CONTINUES, AND (B) YOUR SUBSCRIPTION IS CONTINUOUS UNTIL YOU CANCEL IT OR WE SUSPEND OR STOP PROVIDING ACCESS TO THE SERVICES IN ACCORDANCE WITH THESE TERMS.
Cancellation
You may cancel your subscription at any time by logging into your account and following the instructions on your account dashboard for cancellation or by contacting us at Contact@NextGenSound.io. Such cancellation notice must be sent by the designated account owner or an authorized signatory. Inactivity does not constitute automatic cancellation, so unless you cancel your account in accordance with this section, you will continue to be charged for subscription to the Services. All cancellation requests will take effect at the end of then-current subscription period in which the cancellation request is made, and you will be responsible for all fees and any applicable taxes and other charges rendered up through the cancellation date
In the event you cancel your subscription, please note that we may still send you promotional communications about NextGen Sound, unless you opt out of receiving those communications by following the unsubscribe instructions provided therein.
Payment and Billing Information
NextGen Sound offers use of a payment card as a convenience to its customers and uses a third-party payment processor to process payment transactions. By enabling payment by payment card, you agree to be bound by the separate terms of service applicable to the third-party payment processing services. You acknowledge and agree that all information submitted in connection with your payment card is separately collected, processed and stored by the third-party payment processor and is subject to the third-party payment processor’s privacy policy. NextGen Sound reserves the right to change or add third-party payment processors at any time. NEXTGEN SOUND WILL NOT BE RESPONSIBLE FOR AND WILL HAVE NO LIABILITY IN RESPECT OF ANY SERVICES PROVIDED BY THE THIRD-PARTY PAYMENT PROCESSOR.
By providing a credit card or other payment method that we accept, you represent and warrant that you are authorized to use the designated payment method. In addition, you authorize us (or our third party payment processor) to charge your payment method for the total amount of your subscription fees (and applicable taxes and other charges). If the payment method cannot be verified, is invalid or is otherwise not acceptable, your account may be suspended until your payment is processed. You must resolve any problem we encounter in order to proceed.
LIMITED LICENCE; COPYRIGHT AND TRADEMARK
Our Services and the text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos, slogans and other content contained therein (collectively, the “NextGen Sound Content”) are owned by or licensed to NextGen Sound and are protected by intellectual property laws. Except as explicitly stated in these Terms, NextGen Sound and our licensors reserve all rights in and to our Services and the NextGen Sound Content. You are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services and NextGen Sound Content for your own personal use. However, such license is subject to these Terms and does not include any right to (a) sell, resell or commercially use our Services or NextGen Sound’s Content; (b) copy, reproduce, distribute, publicly perform or publicly display NextGen Sound Content, except as expressly permitted by us or our licensors; (c) modify the NextGen Sound Content, remove any proprietary rights notices or markings, or otherwise make any derivative uses of our Services or NextGen Sound Content; (d) use any data mining, robots or similar data gathering or extraction methods; and (e) use our Services or NextGen Sound Content other than for their intended purposes. Any use of our Services or NextGen Sound Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the licence granted herein.
THIRD PARTY SITES
Our Services may provide links to third-party websites. These links are provided solely as a convenience to you and are governed by the third-party’s terms of service and privacy policies. We do not approve of or endorse the content of linked third-party sites and you agree that we will have no responsibility or liability in connection with your use of any linked third-party sites.
Our Services must not be framed on any third-party website, nor may you create a link to any part of our Site other than the homepage. We reserve the right to withdraw linking permission without notice. You agree to cooperate with us in causing any unauthorized framing or linking to immediately stop.
FEEDBACK
Any questions, comments, suggestions, ideas, original or creative materials or other information you submit about NextGen Sound or our products or Services (collectively, “Feedback“), is non-confidential and will become the sole property of NextGen Sound. We will own exclusive rights, including, without limitation, all intellectual property rights, in and to Feedback and will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
COPYRIGHT COMPLAINTS
If you believe that any content on the Site infringes upon any copyright or other intellectual property right that you own or control please submit your claim to Contact@NextGenSound.io. For us to process your claim you must be the rightsholder, or authorized to act on behalf of the rights owner, of the alleged infringed work. Your notice of infringement must include: (i) identification of the copyrighted work(s), trademark, publicity rights, or other intellectual property rights that you claim is being infringed; (ii) identification of the allegedly infringing material that is requested to be removed, including a description of the specific location (i.e., urls) on the Site of the material claimed to be infringing, so that we may locate the material; (iii) your contact information – at a minimum, your full legal name (not pseudonym) and email address; (i) your physical or electronic signature (of your full legal name); and (iv) a declaration that contains all of the following: (1) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the intellectual property rights owner, its agent, or the law; (2) a statement that the information in the notice is accurate; and (3) a statement under penalty of perjury that you are authorized to act on behalf of the intellectual property owner of the intellectual property that is allegedly being infringed
DISCLAIMER OF WARRANTIES
WE DO NOT CONTROL, ENDORSE OR TAKE RESPONSIBILITY FOR ANY MARKETING CONTENT, THIRD-PARTY CONTENT OR THIRD-PARTY SERVICES MADE AVAILABLE ON OR LINKED TO BY OUR SERVICES. YOUR USE OF OUR SERVICES IS AT YOUR SOLE RISK. OUR SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, NEXTGEN SOUND DOES NOT REPRESENT OR WARRANT THAT OUR SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WE DO NOT REPRESENT, WARRANT OR COMMIT TO ANY DELIVERABLES, RESULTS, OUTCOMES OR BENEFITS OF ANY KIND WITH RESPECT TO OUR PERFORMANCE OR YOUR USE OF ANY SERVICES. WHILE NEXTGEN SOUND ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF OUR SERVICES SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT OUR SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES.
LIMITATIONS OF LIABILITY AND REMEDIES
NEXTGEN SOUND AND THE OTHER NEXTGEN SOUND PARTIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY—WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, WARRANTY, STRICT LIABILITY OR OTHERWISE—FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES OR LOST PROFITS, EVEN IF NEXTGEN SOUND OR THE OTHER NEXTGEN SOUND PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF NEXTGEN SOUND AND THE OTHER NEXTGEN SOUND PARTIES, FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES, REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO ACCESS OR USE OUR SERVICES. THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL MISCONDUCT OF NEXTGEN SOUND OR THE OTHER NEXTGEN SOUND PARTIES OR FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
INDEMNITY
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless NextGen Sound, our parent, subsidiaries and affiliates and each our respective officers, directors, shareholders, employees, contractors and agents (individually and collectively, the “NextGen Sound Parties”) from and against all claims, actions, suits, damages, liabilities, and costs (Claims”) arising from or relating to (i) your access to or use of the Services; (b) your Marketing Content; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of a third party (including intellectual property rights or privacy rights) or (e) your conduct in connection with our Services. You agree to promptly notify NextGen Sound Parties of any third party Claims, cooperate with NextGen Sound Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, reasonable legal fees). You also agree that NextGen Sound Parties will have control of the defense or settlement of any third party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and NextGen Sound or the other NextGen Sound Parties.
ANTI-CORRUPTION COMPLIANCE
You will comply with all applicable Canadian, United States and international anti-corruption and anti-bribery laws and regulations, including the Corruption of Foreign Public Officials Act (Canada), the Foreign Corrupt Practices Act (United States), and the Bribery Act (United Kingdom), and others as they relate to your access to and use of our Services. You acknowledge that you have not received or been offered any illegal or improper bribe, kickback, payment, gift or thing of value in connection with these Terms
CLASS ACTION WAIVER
TO THE MAXIMUM EXTENT PERMITTED BY THE CONSUMER PROTECTION AND OTHER APPLICABLE LAWS IN YOUR JURISDICTION OF RESIDENCE, ANY DISPUTES MUST BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY, AND NEITHER YOU NOR NEXTGEN SOUND SHALL BE ENTITLED TO ENJOIN OR CONSOLIDATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, INCLUDING WITHOUT LIMITATION AS A REPRESENTATIVE MEMBER OF A CLASS, IN CONNECTION WITH ANY DISPUTE UNDER THESE TERMS OR IN CONNECTION WITH THE SERVICES. THIS PARAGRAPH DOES NOT APPLY TO THE EXTENT THE LAWS OF YOUR JURISDICTION WOULD NOT PERMIT IT.
EVENTS OUTSIDE OF OUR CONTROL
We will not be liable or responsible for any failure to deliver, or delay in delivery of the Services, or any portion thereof , that is caused by events outside of our reasonable control (a “Force Majeure Event”) including, without limitation, fire, flood, explosion, storm, earthquake, natural disaster, war, terrorism, sabotage, revolution, pandemic, outbreak of disease, riot or civil commotion, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, strikes, lockouts, failure of supplies of public or private telecommunications networks, power or fuel or the default of suppliers or sub-contractors.
TERMINATION
We reserve the right, without notice and in our sole discretion, to terminate your right to access or use our Services. We are not responsible for any loss or harm related to your inability to access or use our Services.
APPLICABLE LAW
These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario. Any action or proceeding arising out, related to, or in connection with these Terms or the Services will be instituted in the Province of Ontario. You irrevocably submit to the exclusive jurisdiction of Ontario in any such action or proceeding.
GENERAL