(English) Terms of Use

TERMS OF USE

Welcome to ACRCloud.

PLEASE REVIEW THIS TERM OF USE AGREEMENT CAREFULLY, AS IT CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU (« YOU » OR « CUSTOMER ») AND WOLA ENTERTAINMENT LIMITED (« ACRCloud » OR « WE »).

By using our website, our SDKs or the ACRCloud service, you are agreeing to be bound by the terms of this agreement. If you do not accept all of the terms and conditions in this agreement, please do not use our console, SDKs, APIs or the ACRCloud service.

1) Content Recognition Services. ACRCloud’s Content Recognition Service provides on demand automatic content recognition service using ACRCloud’s patented audio fingerprinting technology. « Customer » or “You” means any person or entity for whom the Services are designed or who uses the Services. In order to provide the Services, ACRCloud is required to transmit, upload and maintain digital media provided by You, and register digital fingerprints and associated metadata and business rules for such content in ACRCloud’s bucket database. By accepting this Agreement, you expressly authorize ACRCloud to do all of these things.

2) During the term of this Agreement, ACRCloud agrees to use commercially reasonable efforts to provide Customer with the Services. From time to time, ACRCloud may modify the terms and conditions of this Agreement and / or the Policies. All such changes shall become effective upon posting of the revised Agreement and / or Policies, as the case may be, on the Site, and Customer’s use of the Services thereafter shall be subject thereto. Customer agrees that its purchase of the Services is neither contingent upon the delivery of any future functionality or features, nor is it dependent upon any oral or written comments made by ACRCloud with respect to future functionality or features.

3) Free Trial. In the event Customer elects to use the Services on a trial basis, Customer will be provided with project access key and secret. Customer will not be billed for use of the Services during the Trial Period and these Services will be available for use for 14 days (the « Trial Period »). During the Trial Period, Customer may use the Services subject to the subscriber limits posted on the Site. The subscriber limits for the Trial Period are subject to change at any time. Once Customer completes the free trial period or exceeds the Trial limit, whichever occurs first, the Trial Period will terminate. Upon such termination, Customer may upgrade to paid service by binding credit cards or downgrade to Free tier if no action was taken.

4) Paid Service. Customers with Basic, Standard, Business, Professional and Custom plans are using Paid services. Customers with Basic, Standard, Business and Professional plans are required to be charged by credit cards, customers with Custom plan are required to sign the individual contract and charged by other payment methods. Customers with credit card payment methods will be charged after 30 days of billing cycle, before the billing cycle draws end, customers may change plans from time to time.

5) Refund Policy. If there’s any doubt with the payment, customer may raise the concerns to ACRCloud, ACRCloud may review the issue and refund to the customer if there’s anything wrong with the payment.

6) Single Login. Customer may register only one account on ACRCloud platform for single person or company. If customer attempt to register more than one account, ACRCloud may only keep one account for the customer and terminate the rest.

7) Metadata and copyright. In offering the Services, we provide a non-exclusive, perpetual, royalty free right for Customer to use this Metadata of music content (“ACRCloud Music” bucket) and other content that ACRCloud provided in the course of its provision of the Services. For Customer uploaded content, you are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Metadata, and You are responsible for maintaining, securing and storing all Metadata of Customer uploaded content in accordance with applicable law. ACRCloud will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Metadata of Customer uploaded content. You bear full responsibility for the clearance of all copyrights of all content resources uploaded (including but not limited to all images, video, audio and other related information sources). ACRCloud does not store any of audio or video files uploaded by Customer, once the fingerprints were generated, the audio & video files uploaded by Customer will be removed permanently.

8) Use of ACRCloud Brand. Customer will adhere to the usage guidelines for the application and usage of the ACRCloud logo and branding for any products or services that utilise ACRCloud’s technology which requires the display of the ACRCloud branding in all communication

9) Customer Information. ACRCloud collects certain personal and business-related information about its Customers in order to provide the Services (the « Customer Information »). By accepting this Agreement, You expressly authorize ACRCloud to contact you for marketing purposes by various means, including but not limited to regular mail, email, text messages, instant messages, or telephone using the contact information that You provided when you activated your account.

10) Disclosures of Customer Information. In addition to the uses of Customer Information set forth in Section 6 of this Agreement, Customer agrees that ACRCloud may use the Customer Information in connection with its provision of the Services. If Customer purchased the Services as a result of the marketing efforts of an ACRCloud marketing partner, Customer agrees that ACRCloud may disclose the Customer Information to such marketing partner. Notwithstanding the foregoing, ACRCloud will not provide any Customer Information to any third party without Customer’s authorization and will use reasonable efforts to prohibit any third party that receives any such Customer Information from selling or redistributing such Customer Information without Customer’s authorization.

11) Passwords. In connection with ACRCloud’s provision of the Services, ACRCloud will ask its Customer to register an email address and create a password which will enable Customer to access the Software. Customer agrees to maintain the Password in strict confidence and not to provide the Password to any third party. Customer will notify ACRCloud promptly if there is an unauthorized disclosure of a Password to a third party, and Customer will be solely responsible for all liabilities incurred as a result of an unauthorized disclosure resulting from the Customer’s negligence or intentional misconduct. Any unauthorized use of user account or Passwords by Customer will constitute a material breach of this Agreement.

12) Proprietary Rights. This is an Agreement for provision of services only. Customer expressly acknowledges and agrees that this Agreement does not grant a software license of any kind. All software embedded in the Services (the « Software »), and the Services, are and shall remain the sole and exclusive property of ACRCloud. Accordingly, Customer acknowledges that ACRCloud owns all right, title and interest in and to the Software and the Services, including, without limitation, all China and international patent rights, copyrights, trademark rights, trade secret rights, fingerprints generated from media content supplied by Customer, and all other proprietary rights pertaining thereto. Except as expressly granted in this Agreement, Customer will not have or acquire any rights or interest in or to the Software or the Services. Customer acknowledges that the Software contains proprietary information and trade secrets of ACRCloud. Customer will not undertake any actions inconsistent with ACRCloud’s ownership of each of ACRCloud’s rights in and to the Software. Customer agrees that Customer will not directly or indirectly: (i) assign, distribute, license, sublicense, transfer, sell, rent, lease, time share, grant a security interest in, or otherwise transfer any rights in or to the Software, or make the Software available to third parties, except as authorized by this Agreement; (ii) modify, translate, reverse engineer, decompile or disassemble the Software for any purpose, including without limitation, the creation of derivative works or similar products; (iii) upload, link to or post any portion of the Software on a bulletin board, intranet, extranet or web site; (iv) use or distribute the Software in violation of any applicable laws, regulations or export restrictions; or (v) possess or use the Software in any format other than machine-readable format. All rights in the Software not explicitly granted herein, are reserved by ACRCloud.

13) Use of Services. Customer acknowledges and agrees that it will use the Services only for its « internal business purposes, » and that the Services may only be used by Customer’s employees or by independent contractors hired by Customer. Customer expressly agrees that it may not use the Services: (i) to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or that would violate third-party privacy rights;(ii) to send or store material containing malicious code, including, without limitation, software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iii) in any manner inconsistent with applicable law, or (iv) in any manner that would subject Customer or ACRCloud to civil or criminal liabilities of any kind. Customer agrees to report immediately to ACRCloud, and to use best efforts to stop immediately, any violation of the terms and conditions set forth in this Section 11 or any of the Policies.

14) Representations, Warranties and Covenants. Customer represents, warrants and covenants to ACRCloud that: (i) if an individual, the Customer is at least eighteen years old; (ii) if an entity, it is a company duly organized and validly existing in good standing under the laws of the state in which it was organized; (iii) it has full power and authority to enter into this Agreement, which, upon its execution hereof, will constitute a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; (iv) all information provided by it in the Service Order and otherwise during the term of this Agreement, is and will be truthful and accurate; (v) its use of the Services will at all times be in accordance with the terms and conditions of this Agreement, the Policies and all applicable laws, rules and regulations; and (vi) it is not directly or indirectly (as an owner, strategic partner or otherwise) engaged in any business relationship or activity that competes with the Services.

15) Disclaimer of Warranties. THE SERVICES ARE PROVIDED « AS IS » AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ACRCLOUD AND ITS AFFILIATES, LICENSORS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY, THE « REPRESENTATIVES ») DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, OR NON-INFRINGEMENT, WITH RESPECT TO THE SERVICES. ACRCLOUD DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS NOR DO THEY GIVE ANY WARRANTY ABOUT THE RESULTS THAT MAY BE OBTAINED BY USING THE SERVICES. ACRCLOUD DOES NOT WARRANT THAT THE SERVICES WILL BE AVAILABLE AT ALL TIMES, UNINTERUPTED, TIMELY, AND ERROR-FREE.

16) Limitation of Liability. IN NO EVENT WILL ACRCLOUD OR ANY REPRESENTATIVE BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE SERVICES, OR TO THE PERFORMANCE OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, LOSS OF USE, OR LOSS OF PROFITS, EVEN IF ACRCLOUD OR ITS REPRESENTATIVES HAVE BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. FURTHER, IN NO EVENT WILL ACRCLOUD AND THE REPRESENTATIVES’ TOTAL CUMULATIVE LIABILITY TO CUSTOMER OR ANY OTHER PARTY FOR CLAIMS, LOSSES, OR DAMAGES OF ANY KIND, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, INDEMNITY OR OTHERWISE, ARISING OUT OF OR RELATED IN ANY WAY TO THIS AGREEMENT OR THE SERVICES, EXCEED THE ACTUAL FEES CUSTOMER PAID TO ACRCLOUD FOR THE SERVICES AS OF THE DATE OF THE CLAIM, LOSS, OR DAMAGE. In the event of any failure, or ACRCloud non-provision, of the Services, Customer’s sole and exclusive remedy shall be for ACRCloud to use commercially reasonable efforts to repair or provide the Services.

17) Indemnification. Customer agrees to indemnify, defend and hold harmless ACRCloud, the Representatives, and its and their respective affiliates, officers, directors, stockholders, employees, consultants, representatives and agents from any and all claims, liability, damages and / or costs (including, but not limited to, reasonable attorneys’ fees) arising from (i) Customer’s negligence or intentional misconduct; (ii) Customer’s violation of any applicable law, this Agreement or the Policies; (iii) Customer’s breach of any of its representations, warranties or covenants set forth herein; (iv) or Customer’s infringement of any intellectual property rights or other rights of any person or entity.

18) Term and Termination. The term of this agreement will continue until either party terminates the agreement. ACRCloud may terminate this Agreement at any time if Customer does not abide by the terms of this Agreement. In the event of any suspected violation of the terms, conditions or restrictions set forth in this Agreement, ACRCloud may immediately disable Customer’s access to the Services and suspend provision of them. Any default in the performance of any of Customer’s obligations hereunder or use of the Services or ACRCloud’s property in a manner not authorized by or prohibited by this Agreement shall be considered a material breach of this Agreement and shall entitle ACRCloud to terminate immediately this Agreement, to terminate ACRCloud’s provision of the Services, and to pursue all available equitable and legal remedies.

19) Governing Law. This Agreement will be governed by the laws of Hong Kong. The rights and obligations of the parties under this Agreement shall not be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods.

20) Arbitration. All disputes in connection with this Contract or the execution thereof shall be settled friendly through negotiations. In case no settlement can be reached, the case may then be submitted for arbitration to China International Economic and Trade Arbitration Commission in accordance with the commission’s arbitration rules in effect at the time of applying for arbitration. The Arbitration shall take place in Beijing and the decision of the Arbitration Committee shall be final and binding upon both parties. Neither party shall seek recourse to a law court nor other authorities to appeal for revision of the decision. Arbitration fee shall be borne by losing party. The Arbitration may also be settled in a third county mutually agreed upon by both parties.

21) Relationship. This Agreement does not create a partnership, joint venture or agency relationship between ACRCloud and Customer. Customer does not have any right, power, or authority to act as a legal representative of ACRCloud.

22) Assignment. Customer may not transfer, assign, sublicense, or delegate any right or duty under this Agreement to another entity or person without the express written consent of ACRCloud. Any such transfer, assignment, sublicense or delegation without consent will be null and void.

23) Severability. In the event that a court of competent jurisdiction determines that any portion of this Agreement is illegal, invalid or unenforceable, such portion will not affect or impair the legality, validity or enforceability of any other provisions of this Agreement.

24) Survival. The provisions of this Agreement that by their nature and context are intended to survive the performance and termination of this Agreement, will survive the completion of performance and termination of this Agreement.

25) Entire Agreement. This Agreement constitutes the entire agreement and understanding between ACRCloud and Customer and supersede all prior and contemporaneous agreements, documents, and proposals, oral or written, between ACRCloud and the Customer regarding the Service, except for any prior agreement addressing confidentiality, which will continue in effect according to its terms following the execution, performance and termination of this Agreement.

26) No Waivers. ACRCloud’s failure to exercise any of its rights under this Agreement will not constitute or be deemed to constitute a waiver or forfeiture of such rights or of any preceding or subsequent breach or default.

27) Miscellaneous. Except as otherwise expressly set forth herein, this Agreement may be amended or modified only by ACRCloud and may not be modified by course of conduct. The section headings used herein are for convenience only and will not be given any legal meaning. This Agreement is made for the benefit of the parties only and there are no intended third party beneficiaries.

Last Updated: June 8th 2017