Beatflipz is a fully fledged platform encompassing the website located at www.Beatflipz.com (and other websites indicated by Beatflipz from time to time) (the “Site”), the mobile application known as Beatflipz (and other names used by Beatflipz from time to time), along with which the mobile optimized version of the Site (the three, hereinafter referred to collectively as “Beatflipz”), which enables its users and registered members to facilitate collaboration between other users. Beatflipz allows its users to send other users audio files based on their musical preference. Beatflipz generate suggestions and videos for users beats and remixes. Beatflipz allows tagging and rating of users beats. Beatflipz software is licensed to you, not sold. Any use of Beatflipz thereof shall be subject to the Limited Warranty (as specified below), this End User License Agreement, and any terms and conditions set forth herein (collectively, the "EULA").
For purposes of this EULA, the Beatflipz defined term shall also include any and all computer programs and components thereinto, either provided within Beatflipz or from remote servers, along with any and all licensed or sub-licensed software made available by CassBeats LLC (hereinafter referred to as the "Company"). Beatflipz will also include any and all updates, patches, fixes and upgrades, electronic or on-line materials and documentation, and any and all copies of Beatflipz.
Subject to the terms and conditions of this EULA, Company hereby grants to you a limited, non-exclusive, non-transferable (except as provided for in Section 4 herebelow), non-sublicensable, non-assignable, revocable limited right and license to use one copy of Beatflipz for your personal, non-commercial use. Unless otherwise specified in this EULA, such rights shall be subject to your compliance with this EULA. The term of your license under this EULA shall begin on the date that you install or otherwise start using Beatflipz, and shall end on the earlier date of either your: (i) final access, deletion or uninstall of Beatflipz; (ii) Company's termination of this EULA; or (iii) Company’s decision to make Beatflipz no longer available for use or download, at its sole and ultimate discretion. Your license will terminate immediately if you attempt to circumvent any technical protection measures used in connection with Beatflipz.
You also hereby grant Company an unlimited, non-exclusive, sub-licensable, assignable, royalty-free, perpetual, irrevocable, for all the countries and territories throught the world, right and license to use, reproduce, distribute, create derivative works from, modify and disseminate any content you may upload, disseminate, deliver, create or transfer throughout Beatflipz through any post, original audio file, message, chat, files uploaded, data inputted, e-mails sent, or otherwise any content delivered to Company. The aforementioned license shall be for the use and exploitation by the Company throught the Internet and other communication means, including the right to use, reproduce, distribute, create derivative works from, modify and disseminate any content, in order for Company to provide its services.
When using Beatflipz or using any products and services thereinto, you and other users may post comments, questions, ideas, upload photos and other kind of multimedia content. Company hereby reserves the right (but not the obligation) to remove and/or edit such content, and we have the right to monitor and edit or remove any activity or content.
Company retains or has any and all right, license, authorization, title and/or interest to Beatflipz and any components therefrom, including but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, audiovisual effects, videos, images, themes, settings, artwork, sound effects, musical works, and moral rights whether registered or not and all Beatflipz applications thereof. You hereby acknowledge that no title or ownership in Beatflipz is being transferred or assigned and that this EULA should not be construed as a sale of any rights in Beatflipz. All rights not specifically granted under this EULA are hereby reserved by Company and/or its licensors. Beatflipz is protected by applicable laws and international treaties throughout the world. Unless expressly authorized by mandatory legislation, Beatflipz may not be copied, reproduced or distributed in any manner or medium, in whole or in part, without the prior written consent from Company.
4. License terms and conditions
This EULA constitutes a legally binding agreement between you and Company. Henceforth, you hereby agree not to: (i) commercially exploit Beatflipz; (ii) distribute, lease, license, sell, rent, lend, convey or otherwise transfer or assign Beatflipz, any passwords or usernames or any copies of Beatflipz, without the express prior written consent of Company or as set forth in this EULA; (iii) make a copy of Beatflipz or any part thereof; (iv) make a copy of Beatflipz publicly available on the Internet (or any other public or private communication network) for use or download by one or multiple users; (v) except as otherwise specifically provided by this EULA, use or install Beatflipz (or permit others to do same) on a network, for on-line use; (vi) reverse engineer, decompile, disassemble, translate, prepare derivative works based on or otherwise modify Beatflipz, in whole or in part; (vii) remove, obscure or modify any copyright, trademark or other proprietary rights notices, marks or labels contained on or within Beatflipz, or falsify or delete any author attributions, legal notices or other labels of the origin or source of Beatflipz; (viii) misrepresent the source of ownership of Beatflipz; (ix) transport, export or re-export (directly or indirectly) Beatflipz into any country forbidden to receive Beatflipz by any export laws or regulations, or where Beatflipz is otherwise in violation of such country’s laws and/or regulations, which may be amended from time to time; and/or (x) scrape, store, build databases or otherwise create permanent copies of content received from Beatflipz.
Beatflipz may include measures to: (i) control access to Beatflipz; (ii) prevent the creation of unauthorized copies; and/or (iii) otherwise prevent anyone from exceeding the limited rights and licenses granted under this EULA. Only a copy of Beatflipz subject to a valid license from Company can be used to access Company’s online services, and to download updates and patches. You may not interfere with such access control measures or attempt to disable or circumvent such security features. If you disable or otherwise tamper with the technical protection measures, Beatflipz will not function properly and this EULA will terminate immediately, and henceforth Company will not be held liable for that.
Beatflipz may require an Internet connection to access some or part of its features and functionalities, to authenticate Beatflipz, to sign-in or otherwise to perform other functions. In order for certain features of Beatflipz to operate properly, you may be required to have and maintain: (a) a permanent, adequate Internet connection; (b) a valid and active account with a wireless mobile data service; and/or (c) a valid and active credit or debit card or payment processing platform account. If you do not have such accounts, then Beatflipz or certain features of Beatflipz may not operate or may cease to function properly, either in whole or in part, and therefore Company will not be held liable for that.
5. Limited Warranty
Without limiting the provisions of this Section 5, you hereby acknowledge and agree that Company has no obligation under this EULA to correct any defects or errors in Beatflipz, regardless of whether you inform Company of such defects or errors or Company otherwise is, or becomes aware of, such defects or errors. You hereby acknowledge and agree that Beatflipz has not been completely tested in all situations, that Beatflipz may contain operational malfunctions, errors, viruses, bugs, worms, trojan horses, bots and other harmful and destructive components or defects, and you agree that you are executing this EULA solely for purposes of evaluating, testing, and/or using Beatflipz. Any implied warranties prescribed by statute are expressly limited to the minimum warranty period under applicable by law.
To the fullest extent permissible under applicable law, Beatflipz is provided to you “as is” and “as available”, with all faults, without warranty of any kind, without performance assurances or guarantees of any kind, and your use is at your sole risk. The entire risk of satisfactory quality and performance resides with you. Company, its affiliates, clients, licensors and/or distributors, do not make, and hereby disclaim, any and all express, implied or statutory warranties, including implied warranties of condition, uninterrupted use, merchantability, satisfactory quality, fitness for a particular purpose, non-infringement of third party rights, and warranties (if any) arising from a course of dealing, usage, or trade practice. Company, its licensors and/or distributors, do not warrant against interference with your use of Beatflipz; that Beatflipz will meet your requirements; that operation of Beatflipz will be uninterrupted or error-free, that Beatflipz will interoperate or be compatible with any other software, that any errors in Beatflipz will be corrected or that Beatflipz will not be discontinued without previous notice. No oral or written advice provided by Company, its licensors, agents, distributors and/or any authorized representative, shall create any implied warranty. Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on applicable statutory rights of a consumer, therefore some or all of the above exclusions and limitations may apply only to the fullest extent permitted by law.
6. Limitation of Liability
In no event shall Company, its affiliates, clients, licensors and/or distributors, be held liable for any special, indirect, incidental or consequential damages, including losses, costs or expenses of any kind resulting from possession, access, use or malfunction of Beatflipz, including but not limited to, damages to property, loss of goodwill or computer failure or malfunction, interruption of business and, to the fullest extent permitted by law, damages for personal injuries, property damage, lost profits or punitive damages from any causes of action arising out of or related to this EULA or Beatflipz, whether arising in tort (including negligence), contract, strict liability or other legal or equitable theory and whether or not Company, its affiliates, clients, licensors and/or distributors have been advised of the possibility of such damages.
Legislation of some states/countries does not allow certain limitations of liability, and henceforth this limitation of liability shall apply to the fullest extent permitted by law in applicable jurisdiction. This limitation of liability shall not be applicable solely to the extent that any specific provision of this limitation of liability is prohibited by any federal, state, or municipal law, which cannot be pre-empted. This EULA provides you specific legal rights, and you may have other rights that may vary from jurisdiction to jurisdiction.
In no event, shall Company’s, affiliates’, clients’, licensors’ and/or distributors’ liability for all damages (except as required by applicable law) exceed; (i) the actual price paid by you for the license and/or use of Beatflipz; or (ii) the amount of usd$100.00 (One Hundred United States Dollars); whichever results inferior.
7. Other terms and conditions
Customer support. Company, shall be responsible for addressing any and all customer claims by you relating to Beatflipz or use thereof, including but not limited to: (i) any product liability claim; (ii) any claim that Beatflipz fails to conform to any applicable law; and (iii) any claim arising under consumer protection or similar legislation. You may send customer support inquires to the email: Beatflipz@gmail.com.
Objectionable conducts. You hereby agree not to undertake, and to not tolerate, motivate, or facilitate the use or access of Beatflipz to: (i) encourage a conduct which would potentially give birth to a claim of defamation and/or libel against Company or any Beatflipz store company (including Apple, Inc. or Google, Inc.) distributing Beatflipz, or that otherwise breaches the laws of any jurisdiction; (ii) plagiarize or infringe the intellectual property rights of any third party; and/or (iii) upload, post or otherwise disseminate any objectionable content. Under this EULA, "Objectionable Content" shall include, but is not limited to: (a) sexually explicit materials; (b) obscene, defamatory, libelous, slanderous, violent and/or unlawful content or profanity; (c) content that infringes upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary right, or that is deceptive or fraudulent; (d) content that promotes the use or sale of illegal or regulated substances, tobacco products, ammunition and/or firearms; and (e) gambling, including without limitation, any online casino, sports books, bingo or poker; (iv) remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of Beatflipz or on any materials copied from Beatflipz; and (v) engages in an activity that is harmful to the Company, its users, advertisers, subsidiaries, affiliates or anyone else.
Company hereby reserves the right, at its sole and final discretion, to review any and all content delivered into Beatflipz by you or any other user, and use its moderators and/or any monitoring technology to flag and remove any content deemed inappropriate, along with the ban of any offensive users or any other users who violate the EULA or otherwise post, disseminate or allow Objectionable Content to be delivered to Beatflipz. If you find any Objectionable Content or any objectionable activity within Beatflipz, please send us a notice to Beatflipz@gmail.com or via any button, forum or functionality available within Beatflipz for such purpose, indicating the content, activity and user. A screenshot will also serve as notice. Company will act upon any Objectionable Content or any objectionable activity report within twenty four (24) hours from notice, either by removing the content and/or ejecting the user who provided the Objectionable Content.
Minors. You hereby acknowledge that you are at least thirteen (13) years of age, or older, as of the date of first access to Beatflipz. In accordance with the terms and conditions set forth in the Children’s Online Privacy Protection Act ("COPPA"), we do not collect any kind of information from any person under the age of thirteen (13) years.
Advertisement. Some of our services may be supported by advertising and other promotions. These advertisements may be targeted to the content of Beatflipz. The nature and extent of such advertising by us is subject to change without prior specific notice. Please refer to our Policy for information regarding advertisement opt-out.
Personal data. Company may collect and use personal information about your usage of Beatflipz, including certain types of information from you. Company may use this information for:
Its own business purposes, provided that such information will not personally identify you.
Keep a database of members and users.
Provide users with any goods and services obtained through Beatflipz.
No Waiver. Company’s failure to exercise or enforce any right or provision of this EULA shall not constitute a waiver of such right or provision.
Termination: This EULA will terminate automatically: (i) upon Company’s sole discretion and final decision; and/or (ii) if you fail to comply with the terms and conditions under this EULA.
Equitable remedies: You hereby acknowledge and agree that if the terms of this EULA are not specifically enforced, Company will be irreparably damaged, and therefore you agree that Company shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to your breach of any of the terms of this EULA, in addition to any other available remedies.
Indemnity: You hereby agree to indemnify, defend and hold Company, its partners, clients, affiliates, subsidiaries, licensees, licensors, distributors, contractors, officers, directors, employees and/or agents (hereinafter “Company´s Indemnitees”, harmless from and against any liabilities, claims, causes of action, suits, losses, damages, fines, judgments, settlements and expenses (including any and all reasonable outside attorneys’ fees and court costs) which may be suffered, made or incurred by any of such Company’s Indemnitees, arising out of or relating to any breach of any warranties, representations and/or agreements made by you or otherwise arising out of: (i) your acts and omissions to act in using Beatflipz pursuant to the terms of this EULA; or (ii) your breach of this EULA.
Representations and warranties: You hereby represent and warrant that: (i) you agree and oblige to comply with all applicable laws, rules and regulations when using Beatflipz; and (ii) you will not use Beatflipz to infringe any intellectual property rights of any third party.
Miscellaneous: This EULA represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. It may be amended from time to time only by Company’s sole decision, through a notice to you or to any other user. If any provision of this EULA is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions of this EULA shall remain in force. You may not transfer any of your rights or obligations under this EULA to any other person. This EULA supersedes all prior agreements arrangements and understandings between the parties hereto and constitutes the entire agreement between the parties relating to the subject matter hereof.
Governing law: Any discrepancy arising from this EULA will be construed and governed under the laws of United States of America.
Forum. Any dispute, controversy or claim arising out of or relating to this EULA and/or the breach, termination or validity thereof shall be held at the venue of the competent tribunals located at North Babylon, NY. You irrevocably consent to the exclusive jurisdiction and venue of such courts. BY ENTERING INTO THIS EULA, YOU EXPRESSLY WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST COMPANY AND ITS PARENT, AFFILIATE OR SUBSIDIARY COMPANIES.
If you have any questions concerning this EULA, you may contact us to