Last Updated: April 8, 2021
THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
If you accept or agree to this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
1. OUR SERVICES AND OUR USERS
Our Services have several types of users:
a. Visitors. Visitors to our Website, as the term implies, are people who do not register for an Account, but want to explore the Website for informational purposes. No login is required for visitors to the Website. Visitors can access all publicly-available content and features of the Website, and can contact us with questions about the Services.
b. Registered Users and Accounts. In order to become a registered user (“Registered User”) to access the Apps and/or API, you must establish an account with us (“Account”). Wonder is under no obligation to accept any individual or entity as an Account holder, and may accept or reject any registration in our sole and complete discretion.
If you elect to register with us for our Apps, you will be prompted to create an account, which includes a user name (“User Name”) and a password (“Password”), and you may be required to provide certain additional information that will assist in authenticating your identity when you log-in in the future (“Unique Identifiers”). When creating your Account, you must provide true, accurate, current, and complete information. Each User Name and corresponding Password can be used by only one individual. You are solely responsible for the confidentiality and use of your User Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Services using your login information. You will promptly inform us of any need to deactivate a Password or User Name or change any Unique Identifier. We reserve the right to delete or change your Password, User Name, or Unique Identifier at any time and for any reason and shall have no liability to you for any loss or damage caused by such action. We will not be liable for any loss or damage caused by any unauthorized use of your account.
2. INTELLECTUAL PROPERTY
The Services contain material, such as software, text, graphics, images, and other material (“Material”), and through the use of the Dynascore Services, in connection with your videos (“Videos”), we will provide you sound recordings and music (the "Music" and together with the Material, collectively referred to as the “Content”). The Services and Content may be owned by us or third parties. The Services and Content are protected under both United States and foreign laws. Unauthorized use of the Services or Content may violate copyright, trademark, and other laws.
You may access and use the Services and view all Content for your own personal, non-commercial use, and no other use is permitted without the prior written consent of Wonder. Wonder and its licensors retain all right, title, and interest, including all intellectual property rights, in and to the Services and Content. You must retain all copyright and other proprietary notices contained in the original Content. You may not sell, transfer, assign, license, sublicense, or modify the Services or Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Services or Content in any way for any public or commercial purpose. Notwithstanding the forgoing, you are granted a royalty-free, perpetual, worldwide license to display, reproduce, distribute, and publically perform the Music we provide you through Dynascore in connection with your Videos or any marketing or promotion of the Videos.
If you violate any part of this Agreement, your permission to access the Content and the Services automatically terminates and you must immediately destroy any copies you have made of the Content. We reserve the right to remove Content from our Services at any time for any reason without any notice to you.
The trademarks, service marks, and logos of Wonder (the “Wonder Trademarks”) used and displayed on the Services are registered and unregistered trademarks or service marks of Wonder. Other company, product, and service names located on the Services may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Wonder Trademarks, the “Trademarks”). Nothing on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Wonder Trademarks inures to our benefit.
Elements of the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Materials may be retransmitted without our express, written consent for each and every instance.
3. USER CONTENT
Some of our Services provide you with the ability to post, upload, or transmit content such as text, photos, images, graphics, videos and other materials (collectively, “User Content”). The Videos that we may access and use to provide the Dynascore Services are also considered part of your User Content. You expressly acknowledge that, in connection with some of our Services, such User Content (other than the Videos) will be made available to other Registered Users that you interact with through the Services. As a Registered User, you, and not Wonder, are entirely responsible for all user content that you upload, post, e-mail, or otherwise transmit via the Services.
You retain all copyrights and other intellectual property rights in and to your own User Content. You do, however, hereby grant us and our sublicensees an irrevocable license to copy, transmit, format, distribute, and otherwise use your User Content and all intellectual property and moral rights therein throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised, for the purpose of providing the Services.
4. VIDEOS – DYNASCORE SERVICES
To provide you Music as part of our Dynascore Services, you may need to provide us certain information about the Videos. This information includes how long the Music composition should be, and time markers for transitions in the Videos. You may provide this information manually or you may connect to your third party video platform through our extension. If you use the mobile App, we will access and use your Videos on your device to provide the Dynascore Services, but such Videos will not be transferred off of your device.
5. PURCHASE TERMS
IF YOU PURCHASE THE SUBSCRIPTION, YOU ARE PURCHASING A RECURRING SUBSCRIPTION, AND YOU ACKNOWLEDGE AND AGREE THAT THERE WILL BE AN INITIAL AND RECURRING PAYMENT CHARGE AT THE END OF EACH BILLING PERIOD AT THE THEN-CURRENT FEE, AND YOU AGREE THAT WONDER, OR ITS THIRD-PARTY PAYMENT PROCESSOR, MAY SUBMIT CHARGES TO YOUR CHOSEN PAYMENT METHOD WITHOUT FURTHER AUTHORIZATION FROM YOU, UNLESS AND UNTIL YOU CANCEL YOUR SUBSCRIPTION OR CHANGE YOUR PAYMENT METHOD. WE WILL PROVIDE YOU WITH NOTICE OF RENEWAL PRIOR TO PROCESSING SUCH RECURRING PAYMENT CHARGES. YOU MAY CANCEL A SUBSCRIPTION AT ANY TIME BY TURNING OFF AUTO-RENEW IN YOUR ACCOUNT AT LEAST 24 HOURS BEFORE THE END OF THE CURRENT PERIOD. IF YOU CANCEL YOUR SUBSCRIPTION, THE EFFECTIVE DATE OF SUCH CANCELLATION SHALL BE THE LAST DAY OF THE BILLING PERIOD DURING WHICH YOU PROVIDE SUCH NOTICE. YOU FURTHER ACCEPT RESPONSIBILITY FOR ALL RECURRING CHARGES PRIOR TO CANCELLATION, INCLUDING, WHERE APPLICABLE, ANY CHARGES PROCESSED BY WONDER OR ITS THIRD-PARTY PAYMENT PROCESSOR AFTER THE EXPIRATION DATE OF YOUR PAYMENT CARD.
6. COMMUNITY GUIDELINES
Wonder’s community, like any community, functions best when its users follow a few simple rules. By accessing the Services, you agree to comply with these community guidelines (the “Community Guidelines”) and that:
7. COMMUNICATIONS WITH AND SUBMISSIONS TO US
Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails and communications you send to us, including, but not limited to, ratings, feedback, questions, comments, suggestions, and the like, we shall be free to use any ratings data, ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of the Services that incorporate such information without compensation or attribution to you.
8. NO WARRANTIES; LIMITATION OF LIABILITY
THE SERVICES AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WONDER MAKES NO, AND HEREBY DISCLAIMS ALL, EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION ANY WARRANTIES WITH REGARD TO PERFORMANCE, MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, AND WARRANTIES OF ACCURACY, COMPLETENESS OR TIMELINESS OF THE INFORMATION OBTAINED THROUGH THE SERVICES.
WONDER DOES NOT GUARANTEE THAT (1) THAT ANY PORTION OF THE SERVICES WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES, OR (2) ACCESS TO OR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACK UP AND SECURITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STATUTORY OR OTHERWISE, AND IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) IN NO EVENT SHALL WONDER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR INDIRECT DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION/DATA, OR ANY OTHER PECUNIARY LOSS OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES OR THE CONTENT, EVEN IF WONDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (II) WONDER’S LIABILITY IN THE AGGREGATE FOR ANY DIRECT DAMAGES NOT ATTRIBUTABLE TO PERSONAL INJURY SHALL IN NO EVENT EXCEED FIFTY UNITED STATES DOLLARS (US $50).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AS SET FORTH ABOVE OR THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION. THEREFORE, SOME OF THE ABOVE DISCLAIMERS OF WARRANTY AND/OR LIMITATIONS ON LIABILITY MAY NOT APPLY TO YOU.
NOTHING HERE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.
9. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION
(a) Representations and Warranties.
You hereby represent, warrant, and covenant that:
(b) Indemnification. You shall indemnify, defend, and hold harmless Wonder, its affiliates, and its and their respective officers, managers, partners, employees, and agents from and against any and all losses, civil penalties, liabilities, damages, judgments, costs, and expenses, including, but not limited to, reasonable attorney’s fees and court costs, incurred in connection with any proceeding, claim, or action arising out of or related to (i) your breach of this Agreement, (ii) your misuse of the Content or the Services; and/or (iii) your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right. We reserve the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
10. CHANGES TO THE AGREEMENT.
11. TERMINATION OF THE AGREEMENT
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and the Services, and your access to all or any part of the Services, at any time and for any reason without prior notice or liability. If we terminate without cause, we will refund a pro-rated portion of prepaid and unused fees. Sections 2, 3, 9-14, 15-18, 20 shall survive the termination of this Agreement.
12. EXTERNAL SITES
The Services may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
13. COMPLIANCE WITH APPLICABLE LAWS
The Services are based in the United States. We make no claims concerning whether the Services or Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Services or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction
14. DIGITAL MILLENNIUM COPYRIGHT ACT
Wonder respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content or User Content deemed to have been posted or distributed in violation of any such laws.
Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:
49 King St., Apt 8
New York NY 10014
Attn: Copyright Agent
If you believe that your work has been copied on the Services in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Services where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
15. BINDING ARBITRATION
In the event of a dispute arising under or relating to this Agreement, the Content, or the Services (each, a “Dispute”), such dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 17 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
16. CLASS ACTION WAIVER
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) 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. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
17. EQUITABLE RELIEF
You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of New York for purposes of any such action by us.
18. CONTROLLING LAW
This Agreement and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions.
19. DOWNLOADING THE MOBILE APP
We make our mobile App available through the Apple App Store and Google Play Store. The following terms apply to any Wonder mobile App when accessed through or downloaded from the Apple App Store where the App may now or in the future be made available. You acknowledge and agree that:
Nothing in this Agreement shall be construed as making either party the partner, joint venturer, agent, legal representative, employer or employee of the other. Neither party shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound. No failure or delay by Wonder in exercising any right or remedy under this Agreement will operate, or be deemed to operate, as a waiver of any such right or remedy. This Agreement constitutes the final and complete agreement between you and Wonder regarding the subject matter hereof, and supersedes any prior or contemporaneous communications, representations, or agreements between us, whether oral or written. This Agreement will be binding and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto. If any provision of this Agreement should, for any reason, be held invalid, prohibited by law or unenforceable in any respect, such term will not apply. However, the remainder of this Agreement shall be enforced to the full extent permitted by law. Headings are for convenience only and shall not be used to limit or interpret the meaning of any of the provisions of the Agreement. Terms which by their nature are intended to survive indefinitely shall survive and shall apply to you even if you have canceled your account or stopped using the Services, including, without limitation, the limitations of liability, indemnity, and dispute resolution provisions.
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