Effective as of: 7 September 2023

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE YOU INTERACT WITH MUSIC CLOUD. BY TICKING THE RESPECTIVE BOX IN THE FORM ON THE APPLICATION, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO ALL OF THE TERMS, DO NOT USE THE APPLICATION.

Introduction

Services. Thank you for using the Music Cloud application (also “Music Cloud”, “App”, “we”, “us” or “our”), and the products, services, and features we make available to you as part of the App from time to time (collectively, the “Services”).
Contract. These Terms of Use (the “Terms”) serve to govern your access to and use of our Services. If you use our Services, you agree to be bound by these Terms, which constitute a contract between you and us. By entering into this contract, you warrant and represent that you possess the legal capacity, authority, and right to enter into and be bound by these Terms, and that you are not under any legal or contractual restrictions or obligations that would prohibit your acceptance of these Terms or your use of the App. These Terms supersede any and all prior oral and written quotations, terms, communications, agreements and understandings between you and us.
App Store Rules. You acknowledge and agree that downloading and installation of the App from the App Store (Apple's Play Market) is also governed by the respective terms of use, end-user license agreements, and other accompanying documents of the App Store. By downloading and using the App, you agree to comply with all terms, conditions, and guidelines imposed by the App Store. Your compliance with these Terms does not exempt you from adhering to the terms and conditions set forth by the App Store, and you are responsible for understanding and abiding by those additional terms and conditions.
Your Eligibility. THE APP CAN BE USED ONLY BY PERSONS OF 13 (THIRTEEN) YEARS OLD AND OVER. In case you are between the ages of 13 (thirteen) and 18 (eighteen) years old (or any greater age required to be deemed to have reached the age of majority under the applicable law of the state or jurisdiction of your residence) you may only access and use the Services with the prior permission of your parent or legal guardian. If you are using the Services, you represent and warrant that you have permission (if applicable) and that your parent or legal guardian has reviewed and explained these Terms to you (if applicable).

Description of Services

Purpose. The App is a music player tool designed for users of iOS, iPadOS, macOS devices, for collecting, managing, organizing and playing, a variety of assets, including, without limitation, sets of images, audio or other assets that users may collect, manage and organize within the App (commonly, the “Assets”). The abovementioned list of Assets is not exact and may be further supplemented with other data types as per users’ needs and/or the capabilities of the App, or, on the contrary, it may be pared down as deemed necessary for streamlining the App's operations. The App employs a dedicated file system mechanism that allows you to capture Assets both from external and internal resources, including but not limited to websites, local storage, pasteboard, and other digital repositories and manage these Assets through the utilization of various management tools such as folders, collections, smart folders and other available features in a convenient way.
Business Flow. Within the App, you might be able to manage, collect and organize your Assets in a way that is the most convenient for you.

Managing Assets is a process designed by the App that allows you to filter Assets by different types of asset information such as assigned tags, assigned folders, origin URL, notes, description, file size, favorites, creation date, etc.
Collecting Assets is a process designed by the App that allows users to gather Assets from external sources or internal sources (the “Sources”).
Organizing Assets is a process designed by the App that allows users to structure Assets hierarchically by using folders, smart folders and/or collections within the App.

Sources. You acknowledge and understand that the App allows you to gather Assets from external Sources, such as web pages accessed via the use of the incorporated web browser Apple WebKit, and the internal Sources, including but not limited to importing from your device's file system and/or incorporating Assets into the App's local files using the drag-and-drop feature. By using the App, you agree to operate within the boundaries of these functionalities and recognize that the App is designed to facilitate the seamless gathering and management of Assets in a user-friendly manner while ensuring compliance with applicable laws and regulations.

Use of Conduct

Use of Assets. Acceptable collection, gathering and management of Assets include the following:

gathering and organizing Assets in a manner that respects the intellectual property rights of third parties, and ensuring that your use of such content complies with any licenses, terms, and conditions associated with it;
collecting Assets that do not contain any harmful, offensive, or objectionable content such as the content that is defamatory, obscene, harassing, or otherwise unlawful, including, but not limited to content that:

contains nudity or child sexual abuse imagery (e.g., pedophilia or inappropriate interaction targeted at a minor);
advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals
constitutes, encourages or provides instructions for a criminal offense, dangerous activities or self-harm;
facilitates the sale of drug products, regardless of legality in your jurisdiction;
is designed to provoke or antagonize people, like trolling and bullying, or is intended to harass, harm, hurt, scare, distress, embarrass or upset another person;
contains a threat of any kind;
is racist or discriminatory;
promotes terrorist acts, incites violence, or celebrates terrorist attacks;
promotes unapproved substances, such as false or misleading health claims or products that have been subject to any government or regulatory action or warning;
provides instructions for the manufacture of explosives, firearms, ammunition, restricted firearm accessories, or other weapons; or
facilitates the sale of tobacco (including e-cigarettes and vape pens) or encourages the illegal or inappropriate use of alcohol or tobacco, such as implying that consuming tobacco can improve social, sexual, professional, intellectual, or athletic standing;

collecting Assets that do not contain content or files that contain materials, that features any person that has not given you express permission to include such person in such Assets, including, without limitation, such person’s name, image, voice, likeness, biographical material, and any other right of publicity/privacy held by such person in connection with such Asset.

Use of the App. Acceptable use of the App includes but is not limited to, the following:

utilizing the App for your personal, non-commercial use, and refraining from using the App to engage in any activities that may violate the rights of others, including but not limited to copyright infringement, trademark infringement, or other forms of intellectual property theft;
using the App's features, such as folders, collections, and smart folders, in a manner consistent with their intended purpose and avoiding any misuse or manipulation of these features for unauthorized or malicious purposes;
not using the App for any purposes that are fraudulent, deceptive, or intended to harm others, or that violate any laws, regulations, or third-party rights;
ensuring that your use of the App does not interfere with or disrupt the proper functioning of the App, its servers, or other users' enjoyment of the App;
refraining from using the App to collect or store any personal information of others without their express consent, and complying with all applicable privacy laws and regulations;
not using the App to access, store, or distribute any Assets that contain viruses, malware, or other harmful or malicious code that may compromise the security or functionality of the App or any user's device;
refraining from reverse-engineering, decompiling, or attempting to derive the source code of the App or any of its components, or otherwise circumventing any security or technological measures employed by the App;
not using the App for any form of automated or high-volume data scraping, extraction, or collection without our written consent;
refraining from sharing, transferring, or distributing your access to the App or any of its features to third parties without our written consent;
not using the App to create, distribute, or promote any form of spam, unsolicited messages, or unwanted advertising;
ensuring that your use of the App complies with any specific terms and conditions set forth by the App Store or other applicable platforms from which you obtain the App;
refraining from using the App in any manner that might reasonably be expected to damage, disable, or impair the App, its servers, or any user's device or data.

Using devices produced by Apple Inc. If you are accessing the App or are using the Services by means of any device produced by Apple, Inc. or any affiliated company thereof (“Apple”), you agree to the following:

Apple is not a party to these Terms.
License to use the App which is granted to you according to hereof is limited to a personal, limited, non-exclusive, non-transferable right to install the App on the Apple device(s) authorized by Apple that you own or control for personal, non-commercial use, subject to the Usage Rules set forth in Apple’s App Store Terms of Services.
Apple bears no responsibility for the App and/or the content thereof and has no obligation to furnish any maintenance and/or support services with respect to the App.
In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App, if any, to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App.
Apple is not responsible for addressing any claims by you and/or any third party relating to the App or your possession and/or use of the App, including, but not limited to (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the App.
Apple is a third-party beneficiary of these terms of service and upon your acceptance of these terms of service, Apple will have the right (and will be deemed to have accepted the right) to enforce these terms of service against you as a third-party beneficiary of these terms of service.
We authorize the use of the App by multiple users through the Family Sharing or any similar functionality provided by Apple.

No-Sanction List. You hereby represent and warrant that you are not included in any list (as updated from time to time) of sanctioned persons promulgated by any state, intergovernmental organization or international financial institution, including without limitation:

the United Nations Security Council Consolidated List;
the World Bank lists (including without limitation the World Bank Listing of Ineligible Firms and Individuals);
persons, groups and entities to which the Council of the European Union Council Common Position 2001/931/CFSP on the application of specific measures to combat terrorism applies;
the European Union consolidated list of persons, groups and entities subject to financial sanctions issued pursuant to the Common Foreign and Security Policy of the European Union;
the Consolidated List of Financial Sanctions Targets in the UK;
the Consolidated Canadian Autonomous Sanctions List (includes individuals subject to specific sanctions regulations made under the Special Economic Measures Act (SEMA) and the Justice for Victims of Corrupt Foreign Officials Act (JVCFOA));
Listings under Australian autonomous sanctions regime approved by the Australian Sanctions Office (ASO);
any list of sanctions programs of the Office of Foreign Assets Control (OFAC) of the USA; and
lists of persons subject to sanctions imposed according to the Law of Ukraine “On Sanctions”.

Fees and Payments

Subscription. The App provides various subscription options for access to the App and its features including, but not limited to, monthly and annual subscriptions (the “Subscription”). By choosing any of the App's subscription plans, you agree to pay the respective fees as specified in the App and/or the App Store at the time of your purchase. The process of purchasing the Subscription takes place within Music Cloud, via a specific paywall screen. By agreeing to these Terms and electing to purchase the Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription. Your Subscription will renew automatically at the end of each billing cycle, and you will be charged the current Subscription fee for the next period unless you cancel the Subscription at least twenty-four (24) hours before the current billing cycle ends. You can manage your Subscription preferences and/or cancel the auto-renewal feature by accessing your App Store account settings. For additional information about how to manage and/or cancel your Subscription, please refer to the instructions provided via the following link: https://support.apple.com/en-us/HT202039. Be aware that the process for canceling subscriptions can vary across different countries and regions. We recommend referring to Apple's resources to understand the specific regulations applicable to your situation.
Free Trial. We may offer new users of the App free Subscription access to its features for a time period posted on the App (the “Free Trial”). Any Free Trial period offered by the App is subject to the specific terms and conditions presented during the Subscription purchase. Upon initiating the Free Trial period, you should be aware that it is non-repeatable. If you choose to cancel it before its expiration date, or once it has concluded and you've transitioned into the billable Subscription plan, you will not be able to access the Free Trial period again in the future. It's crucial to carefully consider your Free Trial usage to maximize its potential benefits. Please note that if you decide that you do not want to buy the Subscription, you must cancel the applicable Subscription twenty-four (24) hours (or another period of time, depending on your country of residence) before your Free Trial expires. After the Free Trial period concludes, your use of the App will be automatically converted to a paid Subscription plan, without the possibility to receive a Refund (as defined in Section 4.4), unless you cancel the Subscription as mentioned above.
Transaction. All Subscriptions, payments and their management (collectively, the “Transaction”) are facilitated entirely by Apple through the App Store. This means that all Transaction statuses, including updates and/or changes, are provided exclusively by Apple and are managed within their systems. This arrangement underscores the principle that our relationship with users in the context of Transactions is governed by Apple's rules and procedures. By subscribing to the App, you acknowledge and agree to comply with Apple's terms and conditions pertaining to the Transaction. We are not liable for any issues related to the Transaction as they fall under Apple's purview. For any inquiries or concerns regarding your Transaction, please contact Apple Support directly.
Refund. You also have the right to request a refund, either full or partial, subject to the terms and conditions established by the App Store (the “Refund”). All refunds are managed exclusively by Apple, and we, as the App developer, do not have any control over the Transactions, Refunds, or disputes related to them. If you have any concerns or issues regarding the Transaction or wish to request a Refund, you must contact Apple Support directly. To request the Refund please proceed to the following link: https://reportaproblem.apple.com/?s=6. We are not able to process Refunds, nor can we intervene in the Refund process on your behalf. By using the App and subscribing to our Services, you acknowledge and agree to this limitation, and you understand that any Refund requests must be directed to Apple.

Intellectual Property

App-Generated Content. The App, its features, functionality, and design, including but not limited to all text, graphics, user interfaces, visual interfaces, images, trademarks, logos, artwork, and computer code contained within the App (collectively, the “Content”), are owned and controlled by us, and are protected by copyright, trademark, and other intellectual property laws and rights. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to use the App on a iOS, iPadOS, macOS device you own or control. The App is licensed, not sold, to you, and we retain all rights not expressly granted to you. For the avoidance of doubt, nothing in these Terms grants you any rights, title, or interest in the App’s Content, other than the limited right to use the App in accordance with these Terms. Any unauthorized use, copying, or distribution of the App or its Content is strictly prohibited and may result in the termination of your access to the App, as well as potential legal action for intellectual property infringements.
User-Generated Content. You acknowledge that the App enables you to save Assets from various websites and resources and that we claim no intellectual property rights over the Assets you provide to the App, as well as any generated results with the use of the App and Assets you might have (the “User-Generated Content”). By submitting, uploading, or otherwise providing the User-Generated Content through the App, you grant us a non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, display, reproduce, adapt, distribute, and perform your User-Generated Content in connection with the Services. This license is granted solely for the purpose of operating and developing the App.
Ownership. Your User-Generated Content uploaded, collected, downloaded and managed within the App remains your property, and we do not assume any ownership or control over this User-Generated Content. You are solely responsible for ensuring that your use, uploading, downloading and management of the User-Generated Content within the App comply with all applicable laws, regulations, and third-party rights, including but not limited to copyright, trademark, and other intellectual property rights. The App does not allow or condone the infringement of intellectual property rights, and you agree to indemnify and hold us harmless from any claims, damages, or expenses resulting from your infringement of any intellectual property rights.
App Sandbox. The App enforces App Sandbox rules from Apple, which restricts our access to your device's resources and data. By using the App, you acknowledge that we have no control over and assume no responsibility for any issues that may arise due to these restrictions.

Data Storage and Data Loss

Data Storage. The App stores the User-Generated Content locally on your device and may be backed up to cloud storage services such as iCloud, Dropbox, Google Drive, or others at your discretion. THE APP DOES NOT UPLOAD OR STORE YOUR USER-GENERATED CONTENT ON ITS BACKEND SYSTEMS, SERVICES, OR SERVERS.
Data Loss. You acknowledge and agree that we are not responsible for any data loss that may occur in connection with your use of the App, and that you are solely responsible for backing up, securing, and safeguarding your data. We strongly recommend that you maintain regular backups of your data and take any other necessary precautions to prevent data loss. By using the App, you assume all risks associated with the storage, management and potential loss of your User-Generated Content, and you agree to hold us harmless from any claims or liabilities arising from data loss or related issues.

Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICES. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER THE APP NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE APP OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL THE APP’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO THE APP FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO THE APP AS APPLICABLE.

Indemnification

You agree to indemnify, defend, and hold harmless the App, its developer, affiliates, officers, directors, employees, agents, licensors, and suppliers from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

Your use of the App, including, but not limited to, your uploading, downloading, collection, management, and storage of the User-Generated Content within the App;
Your violation of these Terms, any applicable laws, regulations, or third-party rights, including, but not limited to, intellectual property rights, privacy rights, and data protection rights;
Your breach of any warranties, representations, or obligations set forth in these Terms;
Any claims, disputes, or issues related to transactions, refunds, or payments associated with your subscription, which are exclusively managed by Apple and not by the App; or
Any other actions, omissions, or misconduct on your part in relation to your use of the App.

Governing Law, Disputes Resolution and Arbitration

Governing Law. These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation, including non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of the state of Delaware, the United States of America, without regard to its conflict of laws principles.
Dispute Resolution. In the event of any dispute, controversy, or claim arising out of or relating to these Terms of Use, or the breach, termination, or invalidity thereof (the “Dispute”), we shall first attempt in good faith to resolve the Dispute through informal negotiations. If the Dispute cannot be resolved through informal negotiations within thirty (30) days from the date the Dispute arises, either you or us may initiate binding arbitration as the sole means to resolve the Dispute.
Arbitration. Any Dispute that cannot be resolved through informal negotiations shall be settled by American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”). Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location and shall be conducted in the English language. The arbitration award shall be final and binding on the parties, and judgment upon the award may be entered in any court having jurisdiction thereof. The prevailing party in any arbitration or other legal proceeding shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.
Exceptions to Arbitration. Notwithstanding the above provisions, either party may seek injunctive or other equitable relief in the event of a breach or threatened breach of any intellectual property rights, confidentiality obligations, or violations of applicable laws or regulations. Should either party prevail in a claim and seek public injunctive relief (that is, injunctive relief intended to primarily prevent unlawful conduct that may cause future injury to the public), the right to and scope of such relief must be contested in a civil court with appropriate jurisdiction, rather than through arbitration. Both parties agree to temporarily suspend litigation related to public injunctive relief matters while awaiting the outcome of individual claims' merits in arbitration.
Class Action Waiver. Both you and us agree that each party may bring claims against the other only in an individual capacity and not as a class member in any purported class or representative action or proceeding. Unless both parties agree otherwise, the arbitrator shall not consolidate or join more than one party's claims and shall not preside over any form of a class or representative proceeding.

General

Privacy. The App itself refrains from collecting any personal information from its users. By not collecting personal data within the App, we reduce the risk of unauthorized access, data breaches, or other security incidents that could potentially compromise your personal information. More information about data personal data management within the App you may find in our Privacy Policy which is available here: https://dreamacstudio.com/music_cloud/privacy_policy.html.
Assignment. We may freely assign, sub-contract, and/or otherwise transfer any or all of our rights and/or obligations under these Terms to any other person, company, trust or similar establishments. You may not transfer your rights or obligations under these Terms to anyone else unless you obtain our prior written approval.
Open-Source. The App may contain open-source libraries of software. Each open-source is subject to its own applicable license terms.
Enforceability. If any part of these Terms, at any time, is found to be invalid by a court, tribunal or other forum of competent jurisdiction, or otherwise rendered unenforceable, that decision shall not invalidate or void the remainder of these Terms. These Terms shall be deemed amended by modifying or severing such part as necessary to render them valid, legal and enforceable while preserving their intent, or if that is not possible, by substituting another provision that is valid, legal and enforceable that gives equivalent effect to the parties’ intent. Any such invalid or unenforceable part or parts shall be severable from these Terms, or the validity of the part(s) in question in any other jurisdiction shall not be affected thereby.
Survival. In the event of termination of these Terms, the following provisions shall survive the termination:

license you granted to us and/or other users of the Services;
our rights to use and disclose information obtained from you;
provisions regarding the limitation of our liability;
provisions regarding our indemnification;
any amounts or liability owed by you to us; and
arbitration and class action waiver clause.

Feedback. We highly appreciate your contributions, such as feedback, comments, ideas, proposals, and suggestions aimed at improving our Services (the “Feedback”). If you opt to submit Feedback, kindly note that we reserve the right, at our sole discretion, to use, modify, adapt, reproduce, distribute, display, perform, or exploit the provided Feedback without the need to compensate you, acknowledge your contribution, or request your consent. This grant is unalterable, perpetual, global, royalty-free, sublicensable, and transferable. In addition, you recognize that we have no obligation to treat Feedback as confidential or as intellectual property, nor are we required to implement, address, or act upon the Feedback you offer.
Relationship. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by these Terms.
Waiver. Our failure to exercise any right under these Terms or to enforce any provision of these Terms will not be deemed a waiver of any of our rights under these Terms and will not restrict us in any way to exercising that or any other right later.

You may send us your general questions or comments about the Services or these Terms directly to support.music.cloud@dreamacstudio.com or via the respective functionality of the App.