Effective Date: Nov 15th, 2022
Last Updated Date: June 12, 2020
By using the VNYL app, or any Share Your Vibes Interfaces and related materials (“APIs”), any Share Your Vibes applications (“Apps”), any data obtained from the APIs (“Data”), or any other services provided by Pixelated Bits LLC. (The Site, APIs, Apps, Platform, Data and all other Share Your Vibes services, collectively, the “Services”), you agree to these Terms of Service.
If you are under 18 years of age, you may not use the services. Pixelated Bits may modify these terms of service at any time, and you agree to be bound by such modifications if you continue to use the services. We will notify you by making the revised version available on the app stores, and an updated revision date will indicate that changes have been made. If you have entered into a negotiated agreement that has been signed by Pixelated Bits that governs your use of the services that by its terms supersedes these terms of service, your use of the services included in that agreement is governed by such agreement.
Here are some basic definitions used within:
“Access Keys” means the confidential security keys provided by Pixelated Bits to Company for Company’s use of the Share Your Vibes API.
“Company Application” means the software application(s), website(s) or other interface(s) developed, owned or operated by company to interact with the Share Your Vibes API.
“Company Trademark(s)” means all names, trade names, trademarks, service marks, domain names and logos owned by company and used by company in connection with company’s products and services.
“Input Request” means any single input request which is passed from the Company Application(s) or platform user to VNYL databases via the Share Your Vibes API or VNYL Dashboard. Input request types include individual names as well as title attributes (i.e. a Song, Artist or Producer)
“Share Your Vibes API” means Share Your Vibes application program interface(s) and any associated documentation.
“VNYL Output” means all of the correlative inferences and title level data stored in and/or retrieved from VNYL databases, including personalized recommendations.
“VNYL Software” means VNYL personal recommendation service, consumer facing applications, or analytic dashboards; as provided through Pixelated Bits website(s), mobile application(s), and API, and any modified versions, upgrades, and associated documentation.
“VNYL Trademark(s)” means all names, trade names, trademarks, service marks, domain names, and logos owned by Pixelated Bits
1. ACCOUNTS AND PASSWORDS
To use some of the Services, including the APIs, you may be required to create an account. Any information submitted as part of the registration process must be accurate and complete. You are solely responsible for activity that occurs in your account. You should keep your password and/or API key confidential and notify us immediately of any unauthorized use of your account. We reserve the right to close your account at any time for any or no reason, with or without notice, and in such case, you may not reopen an account without our express written permission.
2. ADDITIONAL TERMS
When using the services, you are subject to any additional policies, guidelines or rules applicable to specific services and features which may be posted from time to time (collectively, the “Additional Terms”). You can find additional terms that apply to your use of our APIs, Data, and Apps at client login links sent to you with bespoke API documentation. If applicable, all such Additional Terms are incorporated by reference into these terms of service.
3. TERMINATION; BREACH
We may terminate your ability to use the Services at any time for any reason or no reason, with or without notice. Additionally, your rights to use the Services (including all licenses) will terminate immediately if you breach any of the terms of service. Upon termination for any reason or at VNYL’s earlier request, you will immediately delete any data, apps, or other materials you have obtained by using the Services and you will immediately cease use of the Services.
4. THE SITES
All of the information and data made available via the Sites (“Site Data”) is provided solely to enable you to learn about VNYL and the Services. You are not licensed to store, copy, or use any Site Data for any other purpose. Without limiting the foregoing, any storage, copying, or use of Site Data in or in connection with any product or service is a material breach of these Terms of Service.
You may not do any of the following:
7. SERVICE MODIFICATIONS AND AVAILABILITY, FEES
VNYL reserves the right to modify or discontinue any or all of the services at any time, for any or no reason, with or without notice. We may also have scheduled system downtime and unplanned system outages may occur.
VNYL reserves the right to charge fees for any or all of the services. In such case, the fees will be disclosed to you before the fees take effect. If you do not agree to such charges, simply discontinue your use of the services. If you continue using the relevant services after the fees take effect, you have agreed to the fees.
8. PROPRIETARY RIGHTS AND TRADEMARK
All VNYL trademarks, service marks, logos, and trade names (“VNYL Marks”) are owned solely by Pixelated Bits LLC and are protected by all applicable intellectual property laws including by a federal registration with USPTO All third-party trademarks, service marks, logos, and trade names are the property of their respective owners and their use within the Services is not meant to convey any relationship with or endorsement by such third parties. Except as expressly authorized by Pixelated Bits LLC, you may not use or display any mark, name, trade name, or logo appearing within the Services without the owner’s prior consent or other legal authorization.
9. INPUT REQUEST
If, by virtue of utilizing Share Your Vibes API you pass along pre-anonymized input requests and batch arrays (“Anonymized Input Request”) to Share Your Vibes, you hereby grant us a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sublicensable, transferable right to use your Anonymized Input Request for any purpose, including to use such data in proprietary models to improve future inferences, and you irrevocably waive all claims and assertions of moral rights or attribution associated with your Input Request. We have no obligation to monitor or delete Input Request, but we reserve the right to delete or modify Input Request at any time, for any or no reason. You represent and warrant that you have all necessary rights and authority to provide the license described above.
In addition, you represent and warrant that your Input Request does not contain material or links to material that infringes upon any third-party rights including, without limitation, copyright, patent, trademark, trade secrets, or rights of publicity or privacy.
10. DISCLAIMERS, NO WARRANTIES
The Services are provided as-is and as available. VNYL and its shareholders, subsidiaries, affiliates, officers, directors, employees, contractors, agents, representatives, business partners, vendors, clients, licensors, and advisors (“Pixelated Bits stakeholders”) expressly disclaim any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. Among other things, the Pixelated Bits stakeholders make no warranty that: (a) the Services will meet your requirements; (b) the Services will be available on an uninterrupted, timely, secure, or error-free basis; or (c) the information that may be obtained from the Services will be accurate or reliable. For example, the Pixelated Bits stakeholders are not responsible for any inaccuracies in any Data accessed via the Services regardless of the cause. The Pixelated Bits stakeholders are not responsible for the conduct of any user of the Services. The Pixelated Bits stakeholders are not responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction, or unauthorized access to, or alteration of, any communication with other users. The Pixelated Bits stakeholders shall have no liability whatsoever for the unavailability of the Services or for any loss of data or transactions caused by planned or unplanned system outages or the resultant delay, mis delivery, or non-delivery of information caused by such system outages. Under no circumstances shall the Pixelated Bits stakeholders be responsible for any loss or damage, including property damage, personal injury or death, resulting from use of the services or anything downloaded or received from the services.
11. LIMITATIONS OF LIABILITY
In no event shall the Pixelated Bits stakeholders be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special, or punitive damages arising from or related to the services or your use of the services, even if the Pixelated Bits stakeholders have been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, the Pixelated Bits stakeholders’ liability to you for any damages arising from or related to the services or your use of the services (for any cause whatsoever and regardless of the form of the action), will at all times be limited to the greater of $5 or the amounts you have paid to Pixelated Bits for the services, if any. This limitation of liability inures to the benefit of any successor to the Pixelated Bits stakeholders and, in each case, liability is limited to the fullest extent permitted by law. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you and you may also have other legal rights that vary from jurisdiction to jurisdiction.
You will indemnify, defend, and hold harmless the Pixelated Bits stakeholders from and against all claims, demands, actions, costs, liabilities, losses, and damages of any kind (including attorneys’ fees) arising from or related to your use of the services, any Input Request you provide, your violation of any applicable laws or regulations, and your breach of any of these Terms of Service.
Pixelated Bits failure to exercise or enforce any right or provision of these terms of service will not constitute a waiver of such right or provision. Any waiver of any provision of these terms of service will be effective only if made explicitly, in writing and signed by Pixelated Bits
14. RELATIONSHIP OF PARTIES
These terms of service do not create any agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship. These terms of service are solely between you and Pixelated Bits LLC and are not for the benefit of any third party.
15. GOVERNING LAW AND JURISDICTION, ARBITRATION
These terms of service are governed by the laws of the State of Nevada. You are responsible for complying with all applicable local laws, both within and outside the United States, including laws that would require you not to use the Services. Any action arising under or related to these terms of service will be resolved by arbitration (and the parties hereby consent to personal jurisdiction) in Nevada, in accord with the Commercial Dispute Resolution Procedures of the American Arbitration Association and, in the case of injunctive or provisional relief, the Rules for Emergency Measures of Protection. The arbitration will be decided by a single arbitrator whose decision will be final and binding and may be enforced in any court of competent jurisdiction. The prevailing party is entitled to reasonable attorneys’ fees and costs. The arbitration will be kept confidential except as required by law. Any claims arising under or related to these terms of service must be brought in the initiating party’s individual capacity and not as a plaintiff or class member in any class action or other similar proceeding.
16. ENTIRE AGREEMENT
The terms of service (including all relevant additional terms) are the entire agreement between you and Pixelated Bits LLC relating to the subject matter herein and cannot be modified except in a writing signed by both parties, or by a change made by Pixelated Bits as set forth above.