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Terms and Conditions

01 GENERAL TERMS AND CONDITIONS

1. Description of the Website

2. General

3. Your Use of Works

4. Your Use of the Website

5. Restrictions

6. Transactions

7. Account and Payment

8. Representations and Warranties

9. Indemnification

10. Disclaimer of

11. Limitation of Liability

12. Termination and Suspension

13. Effect of Termination

14. Standards

15. Miscellaneous

16. DMCA

02 UPLOAD AGREEMENT

1. Intellectual Property Right

2. License

3. Payments and Pricing

4. Ownership and Retention of Rights

5. Your Indemnification Obligations

6. Limitations of Liability

7. Termination

8. Effect of Termination

9. LifeTunes Launch

10. Miscellaneous

03 DOWNLOAD AGREEMENT

1. Ownership

2. License to the Work

3. Restrictions

4. Payments and Pricing

5. Your Indemnification Obligations

6. Limitations of Liability

7. Our Indemnification Obligations

8. Termination

9. Effect of Termination

10. Miscellaneous

04 PAYMENT TERMS

1. Purchasing LifeTunes

2. Taxes

3. Refunds

4. Payment Terms LifeSharer

5. LifeTunes Launch and First Mover

 

01 GENERAL TERMS AND CONDITIONS

 

 

These terms govern your use of our Website and services such as uploading and downloading content onto or from the Website, and application and our affiliates’ Websites that are integrated with this Website (collectively, the "Website" each uploaded or downloaded photograph, illustration, image, text, video or other pictorial or graphic work is referred to as "Work" the available services on the Website is collectively referred to as "Services"). By using the Services or the Website, you agree to these terms. If you have entered into another agreement with us concerning specific Services, then the terms of that agreement control where it conflicts with these terms. If you use our Website and Services on behalf of an entity, then these terms apply to that entity and its affiliates. In such case, you represent and warrant that you have the authority to bind the entity to these terms.

Any personal information submitted in connection with Your use of the Products or the Site is subject to Our Privacy Policy, which is hereby incorporated by reference into these Terms.

If you are an LifeSharer (as defined below), you are also subject to the Upload terms and conditions (the "Upload Terms"), which are hereby incorporated by reference into these Terms. If you are an LifeSharer and there is a conflict between these Terms and the LifeSharer Terms, the LifeSharer Terms will govern.

 

1. Description of the Website

1.1 General Description. The Website includes an online marketplace for uploading and downloading Works. Furthermore, the Website is divided generally into two sections: a public section and a private section. The public section offers to all visitors, among other things, general information about the Website, the ability to view and search for Works on the Website and the ability to view and post comments on our official web log and forum. The private section is only accessible by Members. The private section offers to Members (in addition to all services available in the public section) the ability to access our affiliate tools or to upload and download Works.

1.2 Registration. Each visitor may register to become a registered member ("Member") by creating an account with us. During registration, each Member may accept a default country designation (with the pre- determined language and currency designations to correspond to such country) based on the IP address from which the Member is accessing the Website. We may allow each Member to specify a country other than the default country (but with the pre-determined language and currency to correspond to such other country). Once the information is entered during registration, the information cannot be revised later. The Member must also specify whether she is registering as an individual or on behalf of a company or entity (and, if so, the name of the company or entity).

1.3 Upload. Any Work uploaded by Members must be done through their own account, and such Work will be subject to the Upload Agreement and any restrictions that the Member have designated at the time of upload. Members that upload Work shall be referred to as “LifeSharer”. The Upload Agreement is incorporated into these terms by reference. The LifeSharer must also enter appropriate keywords and a description of the Work so that the Work can be categorized and be searched by the Website's search engine. The fees a LifeSharer will earn depend on a variety of factors, including without limitation the amount of downloads, and the set price of the Work, see the payment terms LifeSharer, which may be updated from time to time. We may also place certain types of limits on the uploading of Works.

1.4 Download. Any Work downloaded by Members must be done through their own accounts, and such Work is subject to the  Download Agreement. Downloaders of the Work shall be referred to as “LifeTuner”. The Download Agreement is incorporated into these terms by reference. A LifeTuner may download a Work for a particular use after paying the associated fees on the Website and agrees to the Download Agreement for such Work.

1.5 Privacy. The Privacy Policy at governs any personal information you provide to us and is incorporated into these terms by reference. By using the Services or Website you agree to the terms of the Privacy Policy.

 

2. General

You may only use the Services if (a) you have the legal capacity to enter into this agreement with us and (b) your use does not violate applicable law.

The Products enable members ("LifeTuners") to connect with independent contractor content creators (the "LifeSharers") who provide live and recorded instruction, tutoring, and learning services in Our proprietary online classrooms (the "LifeTune". Lifetuners and LifeSharers are, collectively, "Users." The Products include, without limitation, facilitating and hosting Courses and supporting materials, and taking feedback from Users.

Company reserves the right to revise these Terms in its sole discretion at any time by posting the changes on the Site. Changes become effective thirty (30) days after posting. Your continued use of Products after change become effective shall mean that You accept those changes. You should visit the Site regularly to ensure You are aware of the latest version of the Terms. Notwithstanding the preceding sentences of this section, no revisions to these Terms will apply to any dispute between you and the Company that arose prior to the date of such revision.

The Company may modify the Products or discontinue their availability at any time.

You are solely responsible for all service, telephony, data charges and/or other fees and costs associated with Your access to and use of the Products, as Well as for obtaining and maintaining all telephone, computer hardware, and other equipment required for such access and use.

If You elect to access or use Products that involve payment of a fee, then You agree to pay, and will be responsible for payment of, that fee and all taxes associated with such access or use. If You provide credit card information to pay for such fees then You hereby represent and warrant that You are authorized to supply such information and hereby authorize the Company to charge Your credit card on a regular basis to pay the fees as they are due.

If Your payment method fails or Your account is past due, then We may collect fees owed using other collection mechanisms. This may include charging other payment methods on file with us and/or retaining collection agencies and legal counsel. We may also block Your access to any Products pending resolution of any amounts due by You to Company.

All of Your use, access and other activities relating to the Site and the Products must be in compliance with all applicable laws and regulations, including, without limitations, laws relating to copyright and other intellectual property use, and to privacy and personal identity. In connection with Your use of the Products and Site, You must not provide incorrect or knowingly false information; copy, distribute, modify, reverse engineer, deface, tarnish, mutilate, hack, or interfere with the Products or operation of the Site; frame or embed the Site or Products; impersonate another person or gain unauthorized access to another person's Account; introduce any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Products or operation of the Site; scrape, spider, use a robot or other automated means of any kind to access the Products.

3. Your Use of Works

3.1 Restrictions. You may only upload or download Works to or from the Website in accordance with these terms and the Upload Agreement or Download Agreement. You may not use, reproduce, distribute, display or create derivative works based on any Works that appear on the Website unless you enter into a Download Agreement, and you may do so only to the extent expressly permitted under the Download Agreement.

3.2 Ownership. No ownership of any Works is transferred and no sale of any Works is effectuated on or through the Website. Only the rights expressly licensed in the Download Agreement are granted on or through the Website. We and our licensors retain all title and ownership rights in and to the Works. Such Works are covered and protected by our or our licensors’ copyright, trademark and other intellectual property rights.

 

4. Your Use of the Website

4.1 General License to Your Content. In addition to the necessary licenses to the Work as stated in the Upload Agreement and Download Agreement, we require certain licenses from you to your content uploaded or posted on the Website. When you upload content (such as your comments on our blogs) to the Services, you grant us a non-exclusive, worldwide, royalty-free, sub-licensable, and transferrable license to use, reproduce, publicly display, distribute, modify (so as to better showcase your content, for example), publicly perform, and translate the content as needed in response to user driven actions (such as when you choose to store privately or share your content with others). This license is only for the purpose of operating and improving the Services.

4.2 Feedback. You have no obligation to provide us with ideas, suggestions, or proposals ("Feedback"). However, if you submit Feedback to us, then you grant us a non-exclusive, worldwide, royalty-free license that is sub-licensable and transferrable, to use, reproduce, publicly display, distribute, modify, and publicly perform the Feedback.

4.3 Responsibility. We have no obligation to review any Works or other content uploaded or posted onto the Website, and we have no responsibility for any such Works or other content. We have the right to accept or deny, delete, move or edit any Works or content uploaded or posted onto the Website. If you upload or post any Works or content onto the Website, or any Works or other content is uploaded or posted onto the Website using your account, then you remain solely responsible for such Works or other material or content.

4.4 Content on Other Websites. We have no responsibility for any content on other Websites to which you may access from the Website, including any web log, comments to any web log, or any forum on the Website.

4.5 Modification. We may change, update, or discontinue any or all of the services on the Website at any time. We may remove or revise any materials on our Website for any reason at any time without notice to you, including without limitation due to concerns related to intellectual property rights, appropriate consents, or our contractual obligations or legal requirements. We have no obligation to make, or continue to make, the Website or any particular portion or related service available to you.

 

5. Restrictions

5.1 You must not misuse the Services or the Website. For example, you must not:

a. Allow any other person access to your account;

b. sell or transfer your account to another person or entity;

c. use the Website in any manner that is not permitted by this Agreement or that violates any applicable law;

d. upload or post onto the Website, or use the Website to transfer, any Work or other material that is covered or protected by copyright, trademark or other intellectual property rights unless you own or control such rights or have received all necessary consents;

e. upload or post onto the Website, or use the Website to transfer, any Work or content that is libelous or slanderous or otherwise defamatory, obscene or indecent;

f. upload or post onto the Website, or use the Website to transfer, any Work or content that contains or constitutes viruses, worms, Trojan horses or other code with malicious, disruptive or destructive features;

g. attempt to gain unauthorized access to any hardware or software systems or networks associated with the Website, or obtain any services or information not intentionally made available to you on or through the Website;

h. attempt to gain unauthorized access to the account of any other person or entity, or otherwise interfere with any other person's or entity's use, of the Website; or

i. use any false or misleading information (e.g., false or misleading names, email addresses or URLs) when using the Website, including, without limitation, with respect to the origin or source of any Work or other material or content that you upload or any identifying information for your account.

5.2 You may not use the Website in a fraudulent manner, or otherwise in a manner for which the Website is not reasonably intended to be used. By way of example, you may not download works for the primary purpose of artificially inflating the ranking of a given contributor or for the primary purpose of artificially triggering payments to contributors. A contributor, or someone else on her behalf, may not download Works that such contributor has uploaded.

 

6. Transactions

6.1 Purchasing LifeTunes directly through the mobile application you automatically agree to the Terms and Conditions set out by Apple to use the Apple Pay in-app purchases functionality.

6.2 Purchasing through the website you are dealing directly with LifeTunes Limited and the third party transaction facilitator Stripe.

 

7. Account and Payment

7.1 You must keep confidential your account information. Your account information personal to you and may not be shared with, or transferred to, any other person or entity.

7.2 You will be solely responsible for each and every use of your account. We may rely on the use of you account as conclusive evidence that you have used the Website.

7.3 Your services (Credit) are subject to the payment of a fee to LifeTunes Limited

 

8. Representations and Warranties

By using our Website, you agree that you have: (a) all necessary licenses and permissions, to upload and share your Work and (b) the rights necessary to grant the licenses in these terms.

 

9. Indemnification

9.1 You will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to your Works or other content that you provide to us, your use of the Services or Website, or your violation of these terms.

9.2 We have the right to control the defense of any claim, action or matter subject to indemnification by you with counsel of our own choosing. You will fully cooperate with us in the defense of any such claim, action or matter. You may not settle

 

10. Disclaimer of

10.1 The Services, Works, and Website are provided “AS-IS.” To the maximum extent permitted by law, we disclaim all warranties express or implied, including the implied warranties of non- infringement, merchantability, and fitness for a particular purpose. We make no commitments about the Works or content within the Services. We further disclaim any warranty that (a) the Services or Works will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results that may be obtained from the use of the Services will be effective, accurate, or reliable; (c) the quality of the Services or Works will meet your expectations; or that (d) any errors or defects in the Services will be corrected.

10.2 We specifically disclaim any liability for any actions resulting from your use of any Services or Works. You may use and access the Services or Works at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the use and access of any Service or Works.

10.3 The Site is only a marketplace for members (LifeTuners and LifeSharers). We do not hire or employ content Creators nor are We responsible or liable for any interactions involved between the LifeSharer and their respective clients. We are not responsible for disputes, claims, losses, injuries, or damage of any kind that might arise out of or relate to conduct of LifeSharers or LifeTuners, including, but not limited to, any LifeTuners reliance upon any information provided by an LifeSharer.

We do not control Submitted Content (as defined below) posted on the Site and, as such, do not guarantee in any manner the reliability, validity, accuracy or truthfulness of such Submitted Content. You also understand that by using the Products may expose You to Submitted Content that You consider offensive, indecent, or objectionable. The Company has no responsibility to keep such content from You and no liability for Your access or use of any Submitted Content, to the extent permissible under applicable law.

The Site and Products may give You access to links to third-party Websites ("Third Party Sites"), either directly or through LifeTunes or LifeSharers. The Company does not endorse any of these Third Party Sites and does not control them in any manner. Accordingly, the Company does not assume any liability associated with Third Party Sites. You need to take appropriate steps to determine whether accessing a Third Party Site is appropriate, and to protect Your personal information and privacy on such Third Party Site.

 

11. Limitation of Liability

We are not liable to you or anyone else for any special, incidental, indirect, consequential, or punitive damages (even if we have been advised of the possibility of these damages), including those (a) resulting from loss of use, data, or profits, whether or not foreseeable, (b) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or (c) arising from any other claim arising out of or in connection with your use of or access to the Services or Works. Nothing in these terms limits or excludes our liability for gross negligence or for our (or our employees’) intentional misconduct. Except stated in the Download Agreement or Upload Agreement, the total liability in any matter arising out of or related to these terms is limited to US $100. The limitations and exclusions in this section apply to the maximum extent permitted by law.

 

12. Termination and Suspension

12.1 We may terminate these terms or your account upon notice to you at our discretion, including, without limitation, for your breach of these terms (or act in a manner that clearly shows you do not intend to, or are unable to, comply with these terms), if it has become impractical for us to offer the Services in your region, or for inactivity by you with respect to use of the Website. You may at any time terminate these terms or your account by sending a termination request to us through your account page on the Website.

12.2 We will terminate a user’s access to the Website if we have determined the user to be a repeat infringer.

12.3 We may suspend your account at any time and for any length of time. During the time your account is suspended, you will not be able to upload any Works on the Website, but you may continue to access your account.

 

13. Effect of Termination

13.1 Upon any termination of these terms:

a. your account will be canceled and closed;

b. all Works uploaded by you will be removed from the Website; provided, however, that we may continue to use the Work for internal archival and reference purposes and all other Members who have downloaded your Work may continue to use your Work under the terms of their license;

c. You may continue to use the Work that you have downloaded and paid for;

d. you will forfeit all rights, title and interest in and to any and all Credits; and

e. We may prevent you from signing up to use or access the Services or the Website.

13.2 Termination of this Agreement does not relieve you of any obligations to pay any outstanding fees, or other obligations under any other agreement that has not been specifically terminated, such as an Upload Agreement or Download Agreement. The provisions of Sections 7, 8, 9, 10, 11, 13 and 15 will survive the termination of these terms.

 

14. Standards

14.1 We strive to educate our members about achieving and maintaining high standards in the use of LifeTunes

 

15. Miscellaneous

15.1 Governing Law. Your relationship is with LifeTunes Limited, a Dublin, Ireland Based company, and the Services and these terms are governed by the law of Ireland. You may have additional rights under the law. We do not seek to limit those rights to the extent prohibited by law.

15.2 Dispute Resolution. For any concern or dispute you may have, you agree to first try to resolve the dispute informally by contacting us. If a dispute is not resolved within 30 days of submission, you or LifeTunes must resolve any claims relating to these terms, the Services, or the Software through final and binding arbitration, except that you may assert claims in small claims court if your claims qualify. The arbitration will be held in Dublin Ireland, or any other location we agree to. Judgment upon the award rendered may be entered and will be enforceable in any court of competent jurisdiction having jurisdiction over the parties.

15.3 No Class Actions. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.

15.4 No Agency. The relationship between you and us under these terms is that of independent contractors. For clarification purposes, the parties are not joint venturers, partners, principal and agent, or employer and employee. Neither party has the power to bind or obligate the other in any manner.

15.5 Taxes. You are responsible for all use, sales, value-added and similar taxes and duties imposed by any governing authority in any jurisdiction in connection with your use of the Website. If you have purchased a subscription from us, then at the beginning of each billing period, we will charge you the fee stated at the time of purchase plus applicable tax (such as, value added tax (unless the fees are stated inclusive of VAT), sales tax, use tax, or other tax or duty). If the applicable VAT rate, or other included tax or duty, changes during the one-year term, the tax-inclusive price will change accordingly. In that case, the service begins when we confirm your payment. Specific subscription terms for a particular Service are presented at the time of your purchase.

15.6 No Waiver. Our failure to enforce or exercise any of these terms is not a waiver of that section.

15.7 Assignment. We have the right, in our sole discretion, to assign any or all of its rights or obligations under these terms. You have no right to assign any of your rights or obligations under these terms and any such attempt will be void.

15.8 Severability. If a particular term is not enforceable, the unenforceability of that term will not affect any other terms.

15.9 Modification. We may modify these terms or any additional terms that Website to these Services to, for example, reflect changes to the law or changes to our Services. You should look at the terms regularly. We’ll post notice of modifications to these terms on this page. By continuing to use or access the Services after the revisions come into effect, you agree to be bound by the revised terms.

15.10 English Version. The English version of these terms will be the version used when interpreting or construing these terms.

 

16. DMCA

If you are a copyright owner or an agent thereof and believe that any user Work or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

I. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

II. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

III. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit LifeTune to locate the material;

IV. Information reasonably sufficient to permit LifeTune to contact you, such as an address, telephone number, and, if available, an electronic mail address;

V. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

VI. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

LifeTunes designated Copyright Agent to receive notifications of claimed infringement is: Copyright Agent, LifeTunes; email: info@LifeTune.com; For clarity, only DMCA notices should go to the Copyright Agent. You acknowledge that if you fail to comply with all of the requirements of this Section 5, your DMCA notice may not be valid.

 

02 UPLOAD AGREEMENT

 

 

This agreement ("Agreement") applies if you upload a photograph, illustration, image, video, text, or other related content for your Lifetune (collectively, the "Work") onto our website or our affiliates’ websites (including any applications that facilitate your access of the website and is collectively referred to as the "Website"). By uploading the Work, you agree to the terms of this Agreement. You agree that this Agreement applies to each Work that you upload, including the Works uploaded prior to the effective date of this Agreement. You also agree to the LifeTunes Terms of Use, of which this Agreement supplements and incorporates into. You represent and warrant that you have the right to enter into this Agreement. If you upload the Work on behalf of an entity, then this Agreement applies to that entity and its affiliates. In such case, you represent and warrant that you have the authority to bind the entity to this Agreement.

 

1. Intellectual Property Right

You represent and warrant that you own all rights, title and interest in and to the Work, including all copyright, trademarks, patents, rights of privacy, rights of publicity, moral rights, and other intellectual property rights (collectively, “IP Rights”). If the Work contains images or likeness of one or more persons, or property of one or more persons or entities you represent and warrant that he or she has obtained all necessary releases or model agreements substantially similar to our standard model agreement applicable to these persons, entities or property. You will not upload any Work that infringes or violates the IP Rights of any person or entity (as applicable), or that constitutes any libel, slander or other defamation upon any person. We may remove Works or terminate your account in our sole discretion without prior notice. We will terminate a user's access to the Website if the user is determined to be a repeat infringer.

 

2. License

2.1 Our Use of the Work. We may use the Works by posting and displaying them online, for the purposes of marketing and promoting your Works, the Website, our business (and the business of our affiliates), our other products and services (and those of our affiliates), in which event you grant us a non-exclusive, worldwide, and royalty-free license to use, reproduce, publicly display, distribute, modify (so as to better showcase your Works, for example), publicly perform, and translate the Work as needed. If we use your Work to market and promote your Works or the Website, our distribution programs, or to expand the market for the licensing of Works, then we will owe no compensation to you. For our other uses, we will pay you in accordance with our Payment Terms

2.2 No Obligation. We are not obligated to accept the Work you uploaded to our Website or make it available to our users.

 

3. Payments and Pricing

Unless otherwise stated in this Agreement, we have no payment obligations to you other than pursuant to our Payment Terms, which may be updated from time to time.

 

4. Ownership and Retention of Rights

You retain all rights, title and interest in and to the Work (except for the licenses granted pursuant to this Agreement), and neither title nor any ownership interest in or to the Work is transferred to us by virtue of this Agreement. You also retain the right to use, reproduce or display the Work as part of your professional portfolio.

When editing, modifying, updating, your LifeTune you shall remain responsible to maintain the historic previous version of the content.

 

5. Your Indemnification Obligations

You will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners, licensees, and licensors from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to your Works or other content that you provide to us, your use of the Website, or your violation of these terms.

We have the right to control the defense of any claim, action or matter subject to indemnification by you with counsel of our own choosing. You will fully cooperate with us in the defense of any such claim, action or matter. Any amount owed to you under Section 5 above may be offset and reduced by any amount owed by you pursuant to your indemnity obligations hereunder, without demand or notice to you.

 

6. Limitations of Liability

6.1 Limitation. We are not liable to you or anyone else for any special, incidental, indirect, consequential, or punitive damages (even if we have been advised of the possibility of these damages), including those (a) resulting from loss of use, data, or profits, whether or not foreseeable, (b) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or (c) arising from any other claim arising out of or in connection with your use of or access to the Services or Works. Nothing in these terms limits or excludes our liability for gross negligence or for our (or our employees’) intentional misconduct. The total liability in any matter arising out of or related to this Agreement is limited to US $100.

6.2 Disclaimer. The Website and Services are provided “AS-IS.” To the maximum extent permitted by law, we disclaim all warranties express or implied, including the implied warranties of merchantability and fitness for a particular purpose. The limitations and exclusions in this section apply to the maximum extent permitted by law.

 

7. Termination

We may terminate this Agreement or remove any Work or suspend your account without prior notice. In the event of your breach of the terms this Agreement or as part of our investigation for fraudulent or illegal activities or in response to law enforcement requests, we will notify you prior to terminating your account. We will have no payment obligation to you if we terminate the Agreement for cause. You may terminate this Agreement at any time upon at least 3-month notice to us in a manner that we prescribed on our Website. We may deny the uploading of any Work our Website.

 

8. Effect of Termination

 Any license that we granted to our members for the Work you provided will survive termination. We may continue to use the Work solely for internal archival and reference purposes. Sections 1, 5, 6, and 10 will survive the termination of this Agreement.

 

9. LifeTunes Launch

9.1 Launch Date. LifeTunes shall enable to buy functionality to the general public once a 150 LifeTune’s have been generated. The reason for this is to achieve a critical mass of content for which LifeTuners can come back and explore additional content on LifeTunes.

9.2 LifeTune Access. During the pre-Launch time the LifeTune’s created by the LifeSharers shall not be available for download by the general user LifeTuner, only accessible for beta testing purposes by the LifeSharer, and LifeTunes.

9.3 Benefits. As a first mover and innovator in using the LifeTunes platform, LifeTunes shall provide the first 150 LifeTune’s generated with an increased revenue share. See the payment terms for additional information.

 

10. Miscellaneous

 10.1 Governing Law. Your relationship is with LifeTunes Limited, a Dublin, Ireland Based Company, and the Services and these terms are governed by the law of Ireland. You may have additional rights under the law. We do not seek to limit those rights to the extent prohibited by law.

10.2 Dispute Resolution. For any concern or dispute you may have, you agree to first try to resolve the dispute informally by contacting us. If a dispute is not resolved within 30 days of submission, you or LifeTunes must resolve any claims relating to these terms, the Services, the Work, or the Website through final and binding arbitration, except that you may assert claims in small claims court if your claims qualify. JAMS will administrate the arbitration pursuant to its Comprehensive Arbitration Rules and Procedures. The arbitration will be held in Dublin, Ireland or any other location we agree to. Judgment upon the award rendered may be entered and will be enforceable in any court of competent jurisdiction having jurisdiction over the parties.

10.3 No Class Actions. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.

10.4 No Agency. The relationship between you and us under this Agreement is that of independent contractors. For clarification purposes, the parties are not joint ventures, partners, principal and agent, or employer and employee. Neither party shall have the power to bind or obligate the other in any manner.

10.5 Taxes. You are responsible for all use, sales, value-added and similar taxes and duties imposed by any governing authority in any jurisdiction in connection with the license granted to you under this Agreement.

10.6 No Waiver. Our failure to enforce or exercise any of these terms is not a waiver of that section.

10.7 Assignment. We have the right, in our sole discretion, to assign any or all of its rights or obligations under this Agreement. You have no right to assign any of your rights or obligations under this Agreement and any such attempt will be void.

10.8 Severability. If a particular term is not enforceable, the unenforceability of that term will not affect any other terms.

10.10 Modification. We may modify these terms that apply to these Works to, for example, reflect changes to the law or changes to our services. You should look at the terms regularly. We’ll post notice of modifications to these terms on this page. By continuing to use or access the Website after the revisions come into effect, you agree to be bound by the revised terms.

10.10 English Version. The English version of this Agreement will be the version used when interpreting or construing these terms.

 

03 DOWNLOAD AGREEMENT

 

 

This agreement (this "Agreement") applies if you download a Lifetune consisting of or a combination of photographs, illustration, image, text, video or other work (collectively, the "Work") from our Website, Application or our affiliates’ websites (collectively, the "Website"). By downloading the Work, you agree to the terms of this Agreement and that this Agreement applies to each Work that you download. You also agree to the LifeTune Terms of Use, of which this Agreement supplements and incorporates into. You represent and warrant that you have the right to enter into this Agreement. If you download the Work on behalf of an entity, then this Agreement applies to such entity. In such case, you represent and warrant that you have the authority to bind such entity to this Agreement.

 

1. Ownership

 This Agreement does not effectuate any sale of the Work. Except as expressly granted in this Agreement, we and our licensor retain all rights, title and interest in and to the Work. No title or ownership interest in or to the Work is transferred to you by virtue of this Agreement.

 

2. License to the Work

 2.1 Standard License. Subject to your compliance with the terms of this Agreement, we hereby grant you a non-exclusive, perpetual, worldwide, non-sublicensable, non-transferable license to use, reproduce, modify or display the Work, subject to the restrictions in Section 3. By way of example, you and only you may use, or modify the Work in connection with the following:

  •  Business and commercial purposes;

  •  Educational uses;

  •  Personal uses;

2.2 Employee and Contractor Use. You may not transfer files containing the Work or permitted derivative works to employees or subcontractors,

2.3 Reservation. If a Work is in violation of our Terms of Use, we may instruct you to cease all use, distribution and possession of such Work, and you must promptly comply with such instructions. We reserve all rights not expressly granted in this Agreement.

2.4 Content LifeTunes does not take accountability or responsibility for any of the content provided by the LifeSharer. The LifeSharer on their own descrition can amend, update and change the content on their LifeTune. LifeTunes does not guarantee that the previous content would be available after an update.

 

3. Restrictions

 3.1 General Restrictions. You must not misuse the Work. Except as expressly permitted in Section 2 above, you must not:

  1. sublicense, sell, assign, convey or transfer or attempt to transfer any of your rights under this Agreement;

  2. sell, license or distribute the Work or any modified Work as stand-alone or as part of an online database or any other database, or any derivative product containing the Work in such way that would allow a third party to use, download, extract or access the Image as a stand-alone file;

  3. share the Work with any other person or entity or post the Work online in a downloadable format, post the Work on an electronic bulletin board;

  4. download or store the Work on more than one computer at the same time, except that you may make a single backup copy to be stored on media separate from the single permitted computer;

  5. use, reproduce, distribute, perform, modify, or display the Work (including, without limitation, by itself or in combination with any other work of authorship) in any manner that is libelous or slanderous or otherwise defamatory, obscene or indecent;

  6. remove any copyright or proprietary notice or other information that may appear on, embedded in, or in connection with the Work in its original downloaded form, it being understood that you must include any and all such notices in any permitted backup copy of the Work;

  7. incorporate the Work into a logo, trademark, or service mark;

  8. take any action in connection with the Work that violates any applicable law;

  9. Use the Work in an editorial manner, without affixing the accompanying copyright notice; provided however that the copyright notice is not necessary if such Copyright Notice is not required under applicable law for use in a particular situation AND if it would not be customary to include such copyright notice in such particular situation;

  10. take any action in connection with the Work that violates or infringes the intellectual property or other rights of any person or entity, including, without limitation, the moral rights of the creator of the Work and the rights of any person who, or any person whose property, appears in the Work;

  11. take any action in connection with the Work that would reasonably imply that the creator of the Work, or the persons or property appearing in the Work (if any), endorse any political, economic or other opinion-based movements or parties;

  12. use the Work in a way that places any person in the photo in a bad light or depicts them in a way that they may find offensive - this includes, but is not limited to:

    1. the use of Works in pornography;

    2. tobacco ads;

    3. ads for adult entertainment clubs or similar venues, including escort or similar services;

    4. political endorsements;

    5. uses that are defamatory, or otherwise contain unlawful, offensive or immoral content.

3.2 Website Use. Notwithstanding anything to the contrary contained in this Agreement, with respect to using and displaying the Work on Website, you must take all reasonable actions to prevent Website visitors from downloading or reusing the Work.

3.3 Social Media Use. You cannot post the Work on a Social Media Site (defined below) unless the Work is designated as "Social-Media Enabled", in which relevant copyright information is visibly embedded onto the Work and which comply with our size restrictions (the "Social-Media Enabled Works"): You may post or upload the Social-Media Enabled Works (and modifications thereof) directly onto Social Media Site, provided that the terms of use governing the Social Media Site do not include any provision which would claim to grant any exclusive rights or ownership in respect of such Work or modified Work to anyone. "Social Media Site" means a Website or application which has a primary focus on facilitating social interaction among its users and allowing users to share content in connection with such social interaction.

 

4. Payments and Pricing

 To access certain Work you might have to pay us a fee in accordance with our Payment Terms

 

5. Your Indemnification Obligations

You will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to the content that you provide us, your use of the Work or Website, or your modification to the Work (except as indemnified under Section 7 below), or your violation of these terms.

We have the right to control the defense of any claim, action or matter subject to indemnification by you with counsel of our own choosing. You will fully cooperate with us in the defense of any such claim, action or matter.

 

6. Limitations of Liability

6.1 Limitation. We are not liable to you or anyone else for any special, incidental, indirect, consequential, or punitive damages (even if we have been advised of the possibility of these damages), including those (a) resulting from loss of use, data, or profits, whether or not foreseeable, (b) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or (c) arising from any other claim arising out of or in connection with your use of or access to the Services or Works. Nothing in these terms limits or excludes our liability for gross negligence or for our (or our employees’) intentional misconduct. Except with regard to our obligations under Section 7 below, our total maximum aggregate liability under this Agreement is limited to the amount we received from you for the Work giving rise to the liability.

6.2 Releases. We generally do not have releases for the trademarks, logos or other intellectual property of other parties that may be depicted in some Works. Furthermore, we generally do not have releases from property owners, manufacturers or designers of commercial products such as (without limitation) automobiles, aircraft, packaged products, designer clothing, etc. that are depicted in some Works. It is generally not possible for any stock image library or artist to get blanket releases for such products, but they can often be obtained on a case-by-case basis. You are responsible for procuring all such releases.

 The limitations and exclusions in this section apply to the maximum extent permitted by law.

 

7. Our Indemnification Obligations

7.1 Our Duty to Indemnify. We will defend any third-party claim, action, legal proceeding made against a person or entity (collectively, "Claim") during the term of this Agreement to the extent the Claim alleges that your use of the Indemnified Work pursuant to these terms directly infringes the third party’s copyright, trademark, publicity rights or privacy rights ("Infringement Claim"). "Indemnified Work" means any Work that you have purchased and downloaded from the Website that has not been altered, except Work that (a) is part of our collection of free Works or (b) can otherwise be downloaded without payment of credits or monetary compensation. We will pay you the damages, losses, costs, expenses, or liabilities (collectively, “Losses”) directly attributable to an Infringement Claim and are either finally awarded by a court of competent jurisdiction against you or agreed to in a written settlement agreement signed by us.

 

7.2 Conditions to Indemnification. LifeTunes will have no liability for any Infringement Claim:

  1. that arises from (i) any modification of the Indemnified Work; (ii) any combination of the Indemnified Work with any other works; (iii) any use of the Indemnified Work after we have removed the Indemnified Work from our Services or have instructed you to stop using the Indemnified Work; or (iv) the context in which you have used the Indemnified Work; or

  2. if you fail to (i) notify us in writing of the Infringement Claim promptly upon the earlier of learning of or receiving a notice of it, to the extent we are prejudiced by this failure; (ii) provide us with reasonable assistance requested by us for the defense or settlement of the Infringement Claim; (iii) provide us with the exclusive right to control and the authority to settle the Infringement Claim; or (iv) refrain from making admissions about the Infringement Claim without our prior written consent.

7.3 Limitation of Liability. Notwithstanding anything to the contrary contained in these terms or in any other agreement between you and us, our total maximum aggregate liability with respect to any Indemnified Work will in no event exceed US$10,000 per Indemnified Work, irrespective of the number of times the Indemnified Work is downloaded or licensed.

7.4 Sole and Exclusive Remedy. The foregoing states our entire liability and obligation, and your sole and exclusive remedy, with respect to any Indemnified Work or Infringement Claim.

 

8. Termination

We may terminate this Agreement or with respect to any Work upon notice to you in the event of your breach of the terms this Agreement. You may terminate this Agreement at any time upon notice to us. We may deny the downloading of any Work from the Website.

 

9. Effect of Termination

Upon our termination for cause of this Agreement or with respect to any particular Work, you must cease using the Work and destroy all copies of the Work, and all derivative works and related materials (if any), in your possession or control. At our request, you will certify in writing to such destruction of the Work, derivative works and related materials. Termination of this Agreement does not relieve you of any obligations to pay any outstanding fees. The provisions of Sections 1, 5, 6, 7, 8, 9, and 10 will survive the termination of this Agreement.

 

10. Miscellaneous

 10.1 Governing Law. Your relationship is with LifeTunes Limited, a Dublin, Ireland Company, and the Work and these terms are governed by the law of Ireland. You may have additional rights under the law. We do not seek to limit those rights to the extent prohibited by law.

10.2 Dispute Resolution. For any concern or dispute you may have, you agree to first try to resolve the dispute informally by contacting us. If a dispute is not resolved within 30 days of submission, we must resolve any claims relating to these terms, the Website, or the Work through final and binding arbitration, except that you may assert claims in small claims court if your claims qualify. The arbitration will be held in Dublin Ireland, or any other location we agree to. Judgment upon the award rendered may be entered and will be enforceable in any court of competent jurisdiction having jurisdiction over the parties.

10.3 No Class Actions. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.

10.4 No Agency. The relationship between you and us under this Agreement is that of independent contractors. For clarification purposes, the parties are not joint ventures, partners, principal and agent, or employer and employee. Neither party shall have the power to bind or obligate the other in any manner.

10.5 Taxes. You are responsible for all use, sales, value-added and similar taxes and duties imposed by any governing authority in any jurisdiction in connection with the license granted to you under this Agreement. If you have purchased a membership from us, then at the beginning of each billing period, we will charge you the fee stated at the time of purchase plus applicable tax (such as, value added tax (unless the fees are stated inclusive of VAT), sales tax, use tax, or other tax or duty). If the applicable VAT rate, or other included tax or duty, changes during the one-year term, the tax-inclusive price will change accordingly. In that case, the service begins when we confirm your payment. Specific subscription terms for a particular Service are presented at the time of your purchase.

10.6 No Waiver. Our failure to enforce or exercise any of these terms is not a waiver of that section.

10.7 Assignment. We have the right, in our sole discretion, to assign any or all of its rights or obligations under this Agreement. You have no right to assign any of your rights or obligations under this Agreement and any such attempt will be void.

10.8 Severability. If a particular term is not enforceable, the unenforceability of that term will not affect any other terms.

10.9 Modification. We may modify this Agreement that apply to a Work to, for example, reflect changes to the law or changes to our services. You should look at the terms regularly. We’ll post notice of modifications to these terms on this page. By continuing to use or access the App after the revisions come into effect, you agree to be bound by the revised terms.

10.10 English Version. The English version of this Agreement will be the version used when interpreting or construing these terms.

10.11 Non-Infringement. Without limiting our indemnity obligations herein, we rely on the representations and warranties made by our users who upload the Works under an applicable Upload Agreement and their compliance with our Terms of Use, including the non-infringement of Works. We do not have the right or ability to control the Works for purposes of the Digital Millennium Copyright Act (“DMCA”) or any claim of liability made by any third party against us. Please follow the instruction in our Terms of Use to submit any DMCA notices to us.

 

04 PAYMENT TERMS

 

 

1. Purchasing LifeTunes

LifeTunes can be purchased directly through credit card purchase (website), or through the Apple Pay in app purchasing system.

Invoices detailing the payment method, the number of credits purchased, and date of purchase will accompany each transaction.

 

2. Taxes

 European Union

In the event that the sales of credits to any Users in the European Union is subject to any value added tax ("VAT"), under applicable law, Lifetunes will collect and remit the VAT to the competent tax authorities for sales of Credits to Users in the European Union. The VAT shall be included in the purchase of the Credits. You will indemnify and hold Lifetunes harmless against any and all claims by any tax authority for any underpayment of VAT, and any penalties and/or interest thereon.

 

 All other countries

For sales of credits in countries other than the European Union, You are responsible for remitting the taxes to the appropriate taxing authority (which may be different to the tax authority in your own location). Lifetunes is unable to provide you with tax advice and You should consult your own tax advisor.

 

3. Refunds

LifeTunes offers 30 days no question asked refund when LifeTunes are purchased through the website.

No Refund is offered on LifeTunes purchased through the LifeTunes App through Apple Pay.

 

4. Payment Terms LifeSharer

LifeSharers are paid a royalty every time their Works are sold.

  • When one of your Lifetune is downloaded, credits are immediately added to your account. The amount of credits earned is 51% of the total number of credits the Lifetune is sold for.

  • Credits can be converted to currency when there are at least 50 credits in your account, and can only be done once a month. Lifetunes does not charge transaction fees to transfer the funds to the LifeSharers account.

  • One (1) Credit represents One (1) United States Dollar $USD regardless of where the LifeTuner have purchased their credits, or which geographical region the Lifetune is downloaded.

  • As a LifeSharer you are required to have a PayPal account, PayPal memberships is free

  • Currency will be transferred directly into your PayPal account. You can then transfer money from these accounts to your bank account.

  • To prevent fraud, members must wait at least 45 days after the first credit is registered before they can cash out.

 

5. LifeTunes Launch and First Mover

  • As a first mover in the use of LifeTunes the first 150 LifeTunes created shall have an increased royalty payment for every time the Work is sold.

  • When one of your Lifetune is downloaded and is one of the 150 first LifeTune’s created you will receive an increase in royalty. The amount of credits earned per download is 75% of the total number of credits the Lifetune is sold for.

  • As a LifeSharer you shall be notified upon the creation of the LifeTune if it is one of the first 150 LifeTunes created.

  • All other Terms and Conditions shall remain the same