Terms of Service

Last Updated: February 1, 2016

PLEASE READ THIS DOCUMENT CAREFULLY. Soundable ("Soundable," “Boogaloo”, "we," or "us") is a soundboard hosting service offered by Boogaloo, LLC through its website located at soundable.boogaloo.io and mobile application. By registering as a member or by using the Soundable Service in any way, you accept these Terms of Service ("Agreement"), which forms a binding agreement between you and Soundable. If you do not wish to be bound by this Agreement, do not use the Soundable Service.

1. Who May Use the Soundable Service

AGE REQUIREMENT: You must be at least 13 years old to use the Soundable Service. If you are at least 13, but are still a minor, you must have your parent or legal guardian's permission to use the Soundable Service. Please have him or her read this Agreement with you.

NOTICE TO PARENTS AND GUARDIANS: By granting your child permission to use the Soundable Service, you agree to the terms of this Agreement on behalf of your child. You are responsible for monitoring and supervising your child's use of the Soundable Service. If your child is using the Soundable Service and is either under 13 or does not have your permission, please contact us immediately so that we can disable his or her access.

2. License to Use the Soundable Service

LICENSE: Soundable grants you a limited, non-exclusive license to access and use the Soundable Service for your own personal, non-commercial purposes. This includes the right to view content available on the Soundable Service. This license is personal to you and may not be assigned or sublicensed to anyone else.

RESTRICTIONS: Except as expressly permitted by Soundable in writing, you will not reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble the Soundable Service. Nor will you take any measures to interfere with or damage the Soundable Service. All rights not expressly granted by Soundable are reserved.

MOBILE APP: Your use of the Soundable Service through one of our mobile applications is also subject to our Mobile App Addendum.

3. Privacy

Your privacy rights are set forth in our Privacy Policy, which forms a part of this Agreement. Please review the Privacy Policy to learn about:

4. Membership

REGISTRATION: To fully use the Soundable Service, you must register as a member by providing a user name, password, and valid email address. You must provide complete and accurate registration information to Soundable and notify us if your information changes. If you are a business, government, or non-profit entity, the person whose email address is associated with the account must have the authority to bind the entity to this Agreement.

USER NAME: We encourage you to use your real name. If you are a business, government, or non-profit entity, you must use the actual name of your organization. You may not use someone else's name, a name that violates any third party right, or a name that is obscene or otherwise objectionable.

ACCOUNT SECURITY: You are responsible for all activity that occurs under your account, including any activity by unauthorized users. You must not allow others to use your account. You must safeguard the confidentiality of your password. If you are using a computer that others have access to, you must log out of your account after using the Soundable Service. If you become aware of an unauthorized access to your account, you must change your password and notify us immediately.

5. Term and Termination; Account Deletion

TERM: This Agreement begins on the date you first use the Soundable Service and continues as long as you have an account with us.

ACCOUNT DELETION: You may delete your account at any time. Basic accounts may be deleted from the Soundable Service if they remain inactive (i.e., the user fails to log in) for a continuous period of at least six (6) months.

TERMINATION FOR BREACH: Soundable may suspend, disable, or delete your account (or any part thereof) or block or remove any content you submitted if Soundable determines that you have violated any provision of this Agreement or that your conduct or content would tend to damage Soundable's reputation and goodwill. If Soundable deletes your account for the foregoing reasons, you may not re-register for the Soundable Service. Soundable may block your email address and Internet protocol address to prevent further registration.

EFFECT OF TERMINATION/ACCOUNT DELETION: Upon termination, all licenses granted by Soundable will terminate. Sections 6 and 10 through 14 shall survive termination. In the event of account deletion for any reason, content that you submitted may no longer be available. Soundable shall not be responsible for the loss of such content.

6. Content Restrictions

You may not upload, post, or transmit (collectively, "submit") any image, text, audio recording, or other work (collectively, "content") that:

7. Code of Conduct

In using the Soundable Service, you must behave in a civil and respectful manner at all times. Further, you will not:

Soundable has the right, but not the obligation, to monitor all conduct on and content submitted to the Soundable Service.

8. Licenses Granted by You

8.1 Soundboards

LICENSE TO Soundable: As between you and Soundable, you own the soundboard content ("soundboards") that you submit to the Soundable Service. By submitting a soundboard, you grant Soundable and its affiliates a limited, worldwide, non-exclusive, royalty-free license and right to copy, transmit, distribute, publicly perform and display (through all media now known or hereafter created), and make derivative works from your soundboard for the purpose of (i) displaying the soundboard within the Soundable Service; (ii) allowing other users to play, download, and embed on third party websites the soundboard; (iii) promoting the Soundable Service, provided that you have made the soundboard publicly available; and (iv) archiving or preserving the soundboard for disputes, legal proceedings, or investigations.

LICENSE TO OTHER USERS: You further grant all users of the Soundable Service permission to view your soundboards for their personal, non-commercial purposes. This includes the right to copy and make derivative works from the soundboards solely to the extent necessary to play the soundboards. The foregoing licenses are in addition to any license you may decide to grant (e.g., a Creative Commons license).

DURATION OF LICENSES: The above licenses will continue unless and until you remove your soundboard from the Soundable Service, in which case the licenses will terminate within a commercially reasonable period of time. Notwithstanding the foregoing, the license for legal archival/preservation purposes will continue indefinitely. Please note that removed soundboards may be cached in search engine indices after removal and that Soundable has no control over such caching.

8.2 Non-soundboard Content

As between you and Soundable, you own all non-soundboard content that you submit to the Soundable Service. You grant Soundable and its affiliates a worldwide, perpetual, irrevocable, non-exclusive, royalty-free license and right to copy, transmit, distribute, publicly perform and display (through all media now known or hereafter created), and make derivative works from your non-soundboard content. In addition, you waive any so-called "moral rights" in your non-soundboard content. You further grant all users of the Soundable Service permission to view your non-soundboard content for their personal, non-commercial purposes. If you make suggestions to Soundable on improving or adding new features to the Soundable Service, Soundable shall have the right to use your suggestions without any compensation to you.

9. Your Representations and Warranties

For each piece of content that you submit, you represent and warrant that: (i) you have the right to submit the content to Soundable and grant the licenses set forth above; (ii) Soundable will not need to obtain licenses from any third party or pay royalties to any third party; (iii) the content does not infringe any third party's rights, including intellectual property rights and privacy rights; and (iv) the content complies with this Agreement and all applicable laws.

10. Indemnification

You will indemnify, defend, and hold harmless Soundable and its affiliates, directors, officers, employees, and agents, from and against all third party actions that: (i) arise from your activities on the Soundable Service; (ii) assert a violation by you of any term of this Agreement; or (iii) assert that any content you submitted to Soundable violates any law or infringes any third party right, including any intellectual property or privacy right.

11. Third Party Copyrights and Other Rights

Soundable respects the intellectual property rights of others. If you believe that your copyright has been infringed, please send us a notice as set forth in our Copyright and DMCA Policy, which is incorporated into this Agreement. For other intellectual property claims, please send us a notice at support[at]boogaloo[dot]io.

12. Disclaimers

Soundable reserves the right to modify the Soundable Service. You are responsible for providing your own access (e.g., computer, mobile device, Internet connection, etc.) to the Soundable Service. Soundable has no obligation to screen or monitor any content and does not guarantee that any content available on the Soundable Service complies with this Agreement or is suitable for all users.

Soundable provides the Soundable Service on an "as is" and "as available" basis. You therefore use the Soundable Service at your own risk. Soundable expressly disclaims any and all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any other warranty that might arise under any law. Without limiting the foregoing, Soundable makes no representations or warranties:

To the extent any disclaimer or limitation of liability does not apply, all applicable express, implied, and statutory warranties will be limited in duration to a period of thirty (30) days after the date on which you first used the Soundable Service, and no warranties shall apply after such period.

13. Limitation of Liability

To the fullest extent permitted by law: (i) Soundable shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses; and (ii) Soundable's total liability to you shall not exceed the amounts paid by you to Soundable over the twelve (12) months preceding your claim(s).

14. General Provisions

GOVERNING LAW: This Agreement shall be governed by the laws of the State of Minnesota, United States of America, without regard to principles of conflicts of law. The Uniform Commercial Code, the Uniform Computer Information Transaction Act, and the United Nations Convention of Controls for International Sale of Goods shall not apply.

DISPUTES: Any action arising out of or relating to this Agreement or your use of the Soundable Service must be commenced in the state or federal courts located in Minnesota, United States of America (and you consent to the jurisdiction of those courts). In any such action, Soundable and you irrevocably waive any right to a trial by jury.

INTERPRETATION; SEVERABILITY; WAIVER; REMEDIES: Headings are for convenience only and shall not be used to construe the terms of this Agreement. If any term of this Agreement is found invalid or unenforceable by any court of competent jurisdiction, that term will be severed from this Agreement. No failure or delay by Soundable in exercising any right hereunder will waive any further exercise of that right. Soundable's rights and remedies hereunder are cumulative and not exclusive.

SUCCESSORS; ASSIGNMENT; NO THIRD PARTY BENEFICIARIES: This Agreement is binding upon and shall inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. You may not assign this Agreement without Soundable's prior written consent. No third party shall have any rights hereunder.

NOTICES: You consent to receive all communications including notices, agreements, disclosures, or other information from Soundable electronically. Soundable may provide all such communications by email or by posting them on the Soundable Service. For support-related inquiries, you may contact us. You may send notices of a legal nature to Soundable at support[at]boogaloo[dot]io or the following address:

Boogaloo, LLC 1010 W Lake Street Suite 100-123, Minneapolis MN 55408

Nothing herein shall limit Soundable's right to object to subpoenas, claims, or other demands.

MODIFICATION: This Agreement may not be modified except by a revised Terms of Service posted by Soundable on the Soundable Site or a written amendment signed by an authorized representative of Soundable. A revised Terms of Service will be effective as of the date it is posted on the Soundable Site.

ENTIRE AGREEMENT: This Agreement incorporates the following documents by reference:

This Agreement constitutes the entire understanding between Soundable and you concerning the subject matter hereof and supersedes all prior agreements and understandings regarding the same.