Mixlr Terms Of Use

(1) Introduction

These terms of use (“Terms”) together with our privacy policy govern your use of (a) the Mixlr (“Mixlr”, “we”, “us”), website at www.mixlr.com and all proprietary services, software, data and materials accessed via the website (the “Site”); (b) the Mixlr Service (defined below); and (c) the Mixlr live broadcasting software application (the “Broadcast Software”). By using the Site, the Mixlr Service and/or the Broadcast Software you agree to be bound by these Terms in full. If you disagree with these Terms or any part of them, you must not use the Site.

(2) Mixlr Service

Mixlr gives you the opportunity to: (a) transmit (using the Broadcast Software and other applications), export and share your own live audio broadcasts to other users over the Internet; (b) listen to and comment on other users’ broadcasts; and (c) see which other users are listening to the same broadcast as you and interact with them live; via the Site and via third party websites or applications (the “Mixlr Service”). Parts of the Mixlr Service may require registration.

(3) Licence to use website

Unless otherwise stated, the past, present and future content of the Site and Broadcast Software (including without limitation, software graphics, text, images, designs, compilations, databases, targeting information, and the trademarks, logos, domain names, trade names, service marks, trade identities; any and all copyright material (including source and object code); and all other materials related to the Site and Broadcast Software (the “Content”) is protected by applicable copyrights, trademark rights, database rights and other proprietary rights. Mixlr (and/or our licensors) own the Content. Other than as expressly permitted in these Terms no rights (whether by implication, estoppel or otherwise) in or to the Content are granted to you.

Subject to strict compliance with these Terms, we grant you a limited, personal, non-exclusive, non-commercial, revocable, non-assignable and non-transferrable licence to: use the Site and (subject to valid registration) the Broadcast Software and to view, download for caching purposes only, and print pages from the Site for your own personal use.

You must not:
(i) republish or re-transmit Content from the Site or Broadcast Software (including republication on another website);
(ii) sell, rent, lease or sub-license the Content;
(iii) show or perform any Content in public;
(iv) reproduce, duplicate, copy, create a derivative work or otherwise exploit the Content;
(v) edit, adapt, translate, reverse engine, hack or otherwise modify the Content or any part of the Site or Broadcast Software without our prior written authorisation;
(vi) interfere with another user’s use and enjoyment of the Site and Broadcast Software or use the Site or Broadcast Software in any other manner that could damage, disable, overburden or impair the Site or Broadcast Software; or
(vii) redistribute material from the Site or Broadcast Software, except for Content specifically and expressly made available for redistribution (such as our newsletter).

(4) Registered users

Access to certain areas and services of the Site and Mixlr Service (including access to and use of the Broadcast Software) is restricted to registered users.
You must be aged 12 or over to become a registered user and you warrant that you have the capacity to understand, agree and adhere to these Terms. Furthermore, if you are under the age of 18, you must ask a parent or guardian for permission before you register for the Site.

In order to become a registered user, you must register on the homepage of the Site via your existing SoundCloud www.soundcloud.com, Facebook www.facebook.com or Twitter www.twitter.com account. You will be required to provide us with information about yourself and you warrant that all the information you provide to us as part of the registration procedure on the Site is true, accurate, fair and complete. SoundCloud, Facebook and Twitter services operate their own independent terms of use and privacy policies and you agree to comply at all times with such terms and policies when using their services in connection with the Site, Mixlr Service or Broadcast Software.

We may refuse to permit, or may insist that you change, any username that has already been taken by another registered user, impersonates another person or breaches the provisions of Section 7 below.

Registered users will have access to such additional features on the Mixlr Service and Site as we may from time to time determine in our sole discretion. Such additional features may include: (i) the facility to download and install the Broadcast Software and to broadcast and transmit your own programs featuring audio-based content;
(ii) the facility to create a playlist of audio-based content hosted by SoundCloud (or by their third party hosts) and transmit such content as part of your broadcasts;
(iii) the facility to embed your live broadcasts in Facebook and publish to iTunes, Mixcloud, Dropbox, Audioboo and other third party services;
(iv) for premium users, the facility to export and share your own broadcasts;
(v) the facility to complete and publish your own personal profile on the Site and customise it with your own images and biography;
(vi) the facility to follow other registered users and to comment on their profile pages and broadcasts.

You can login to the Site using your existing SoundCloud, Facebook or Twitter username and password depending on via which service you registered your Mixlr account. Mixlr will not provide you additional login information.You are solely responsible for all acts or omissions that occur under your registered account, including any User Content (as defined below) uploaded, broadcast or submitted using the Mixlr Service. For this reason, registered users must keep their username and passwords confidential and secure at all times. You must not disclose your username and/or password or authorise another person to use your account. If you become aware or believe that your account has been used without your authorisation then you must notify us immediately. We shall then take any steps we deem appropriate to deal with this actual or perceived user account security breach.

Mixlr may in its sole discretion and without notice disable and delete accounts, and delete any information associated with an account.

(5) Premium and Pro users

As well as the free service provided to users, Mixlr also offer additional services to Premium and Pro users for a fee (“Paid Services”). Mixlr provides information on the Site about the Paid Services and the services contained within these packages such as the fees.
The subscription fees for the Paid Services will be charged on the first day you subscribe to the Paid Services and then monthly on or after the calendar day corresponding to the commencement of your membership subscription (“Renewal Date"). This fee will continue to be charged on each Renewal Date thereafter unless and until you cancel, and regardless of how much you use the service and we will charge the fee to the debit/credit card that you provide to us during registration. We may change the fees and charges in effect, or add new fees and charges from time to time, but we will give you advance notice of these changes by email. If you do not agree to the change, you may cancel your subscription by visiting your subscription settings page: https://mixlr.com/settings/premium/.

If you have purchased the Paid Services over the Internet, you have the right to cancel your purchase and receive a full refund within 14 days of purchase. However, if you log into Mixlr or start to consume the Paid Services within the 14-day period you will no longer have a right to cancel or withdraw from your purchase. In addition, after the 14-day period has elapsed you no longer have the right to cancel your purchase and receive a refund even if you do not subsequently log into Mixlr or consume the Paid Services.

(6) User generated content

"User Content" means material (including without limitation text, images, audio material, sound recordings (including all underlying musical composition and lyrics), broadcasts, video material, audio-visual material and any underlying material) that you upload, broadcast, share or submit using the Mixlr Service for whatever purpose. If you upload, broadcast, share or submit any User Content using the Mixlr Service via the Broadcast Software or otherwise you must comply with the User Content standards set out below.

You shall remain the owner of the copyright in any original User Content that you upload, broadcast, share or submit using the Mixlr Service. The permission you grant to us below is not exclusive. You may continue to use the User Content in any way, including allowing others to use or exploit it, provided that such use does not interfere with or impair the rights you have granted to us in these Terms. By uploading, broadcasting, sharing or submitting any User Content using the Mixlr Service via the Broadcast Software or otherwise and in consideration of us making available to you the opportunity to upload, broadcast, share or submit the User Content using the Mixlr Service (which you acknowledge as a sufficient benefit to you), you grant to us a worldwide, irrevocable, unconditional, non-exclusive, royalty-free licence (including the right to sub-license or assign) of the entire right and interest in and to such User Content so that Mixlr and any successor may, subject to these Terms, exploit the User Content in any way relating to or in connection with the provision of the Mixlr Service. This licence simply allows us to provide the Mixlr Service to you. Once again, you shall continue to own your User Content.

You agree to waive any moral or similar rights in any jurisdiction that you may have in and to any of the User Content, even if the User Content is modified, altered or changed in a way which is not agreeable to you.

You warrant to Mixlr that:
(i) the User Content is your own original work and you own the entire right, title and interest in and to the User Content and/or you have all necessary licences, rights, consents and permissions to use, and to authorise us to use the User Content in the manner contemplated by these Terms;
(ii) no further payments, monies, fees or royalties are or shall be due to any third parties relating to, arising out of, or in connection with the exploitation of the User Content via the Mixlr Service;
(iii) any User Content you upload, broadcast, share or submit using the Mixlr Service complies with the User Content standards set out below; and
(iv) your broadcasts and any User Content contained therein (in whole or in part) do not defame third parties or infringe upon the copyright or other intellectual property rights, or rights of privacy of any third parties. When you upload, broadcast, share or submit User Content using the Mixlr Service via the Broadcast Software or otherwise you may be making the User Content available to the general public. This means that both non-registered and registered users may be able to view, listen to and access the User Content. Please do not upload or broadcast User Content if you do not want it to be available to the general public.
We have the right but not the obligation to, at our sole discretion and without notice, remove any User Content that you upload, broadcast, share or submit using the Mixlr Service. Notwithstanding the foregoing, we do not have any obligation to check the accuracy or truthfulness of the User Content, nor to review or monitor such User Content, broadcasts or users’ use of the Site, the Mixlr Service or Broadcast Software.

(7) User Content Standards

The User Content must be appropriate, civil, tasteful and accord with generally accepted standards of etiquette and behaviour on the Internet.

You must not:
(i) upload, broadcast, share or submit User Content that is or may be interpreted as obscene, indecent, pornographic, sexually explicit, libellous, maliciously false, inaccurate, misleading, depicting violence (in a explicit, graphic or gratuitous manner) offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or cause annoyance, inconvenience or needless anxiety to any person or be in breach of racial, religious hatred or discrimination legislation;
(ii) use the Site, Mixlr Service or Broadcast Software for any illegal or unlawful purpose. You must comply with these Terms at all times and with all applicable laws and regulations;
(iii) upload, broadcast, share or submit any User Content that infringes any proprietary rights of any third party including any patent, copyright, moral right, database right, trade mark right, design right, trade secret rights in passing off, rights of privacy, publicity, confidence, or under data protection legislation or other intellectual property law;
(iv) upload, broadcast, share or submit User Content that is or may be capable of giving rise to legal action whether against you or us or a third party (in each case under any applicable law) or be in breach of any contractual obligation owed to any person or be in contempt of any court;
(v) upload, broadcast, share or submit any User Content which is capable of being construed as negligent advice or which consists of or contains any negligent statement or any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage;
(vi) access or use the Broadcast Software, the Mixlr Service, the Site or its content for any commercial or similar purpose;
(vii) upload, broadcast, share or submit any third party content without that third party's prior written consent, or User Content that falsely expresses or implies that Mixlr or the Site sponsor or endorse such User Content;
(viii) collect, obtain, compile, gather, transmit, reproduce, delete, revise, view or display any material, data or information, whether personally identifiable or not, posted by or concerning any other user in connection with the User Content or in connection with your use of the Site or the Mixlr Service unless you have obtained the express, prior written permission of such other person, firm or enterprise to do so;
(ix) impersonate another person or create a false or misleading identity for the purpose of misleading others as to your identity for the purpose of misleading others as to your identity, or to collect information about other users.
(x) conduct forward promotions, chain letters, surveys, contests, or pyramid selling schemes;
(xi) use another users’ personal data for any purpose other than making contact with them, and it is reasonably expected that this contact will be welcomed by such other users;
(xii) upload, broadcast, share or submit User Content containing any spy ware, adware, viruses, corrupt files, worm programmes or other malicious code designed to interrupt, damage or limit the functionality of or disrupt any software, hardware, telecommunications, networks, servers or other equipment, Trojan horse or any other material designed to damage, interfere with, wrongly intercept or expropriate any data or personal information;
(xiii) alter, adapt, modify, copy or create a derivative work from Content;
(xiv) modify, adapt, translate, reverse engine, hack or use any other means to retrieve or index any part of the Site or Broadcast Software unless you have prior written consent from Mixlr;
(xv) submit any material or do anything that results in the transmission of junk email, duplicate or unsolicited messages, chain letters, “spamming” or “phishing”;
(xvi) incorporate any advertising, or conduct any other paid sponsorship or promotional activities of any kind, in or in connection with the User Content and broadcasts; or
(xvii) interfere with another user’s use and enjoyment of the Site and Mixlr Service or use the Site and Mixlr Service in any other manner that could damage, disable, over burden or impair the Site or Mixlr Service. We reserve the right to edit or remove any material and User Content uploaded, broadcast, shared or submitted using the Mixlr Service, for any reason whatsoever.
Notwithstanding our rights under these Terms in relation to User Content, we do not undertake to monitor the submission, publication or broadcasting of such content via the Mixlr Service.

(8) Abuse/complaints

Comments, reviews and/or feedback (“Comments”) relating to you, may be published on the Site. Such Comments may be critical or defamatory. We are not liable in respect of any Comments irrespective of whether we are aware or ought to have been aware of such Comments. Notwithstanding the foregoing, you can report any abuse or complain about any Comments, User Content or other Content on the Site by using the [Report Abuse] function on the Site or sending an email to support@mixlr.com outlining the abuse and or complaint.

(9) Privacy Policy

Mixlr processes information in accordance with our privacy policy privacy policy. You must read and accept the terms of our privacy policy prior to using the Site, Mixlr Service or Broadcast Software. By using the Site, Mixlr Service or Broadcast Software, you agree to such processing and you warrant that all data provided by you is true, correct and accurate.

(10) Accessing the Site

We reserve the right to, at our sole discretion, withdraw, amend, modify or vary the services provided on the Site without notice. We will not be held liable if, for any reason, the Site or the Mixlr Service is unavailable at any time or for any period. We may at our sole discretion, and without notice, restrict access for a period of time to all or part of the Site or Mixlr Service.
You are responsible for making all necessary arrangements to ensure you can access the Site. We shall not be held responsible for any reduced functionality you may encounter as result of or in connection with accessing the Site through mobile services or any similar service currently known or developed in the future. We shall not under any circumstances be liable for any hardware or software such as soundcards and audio interfaces or for any charges in respect of wireless, Internet and/or mobile service providers or any other similar charges and fees.
We maintain, control and operate the Site from the United Kingdom and we do not represent that any of the Content is appropriate or available for use in other territories. If you access the Site from outside the United Kingdom you are solely responsible for compliance with all applicable local laws and regulations.

(11) Disclaimer of warranties and limitation of liability

You use the Site, Mixlr Service and Broadcast Software at you own risk. The Site, Mixlr Service and Broadcast Software are provided “as is” and on an “as available” basis. The Content displayed on the Site and Broadcast Software is provided without any warranties as to its completeness or accuracy.
To the fullest extent permitted by law, Mixlr (including its officers, employees and agents) expressly excludes conditions, representations, warranties and other terms which might otherwise be implied by statute, common law or the law of equity; and any liability incurred by any user of the Site, Mixlr Service or Broadcast Software, including, without limitation, any liability for:
(i) loss of revenue, income, profits, contracts, business, goodwill, anticipated savings, reputation, data or information;
(ii) wasted management or office time; and
(iii) any other loss or damage of any kind, however arising and whether caused by tort (including, but not limited to, negligence), breach of contract or otherwise, even if foreseeable whether arising directly or indirectly.
Nothing in these Terms excludes or limits our liability for: (a) death or personal injury caused by our negligence; (b) the tort of deceit; or (c) any other liability which cannot be excluded or limited under applicable law.

Mixlr is not responsible for any damage to any user’s computer hardware, computer software, or other equipment or technology including, but without limitation, damage from any security breach or from any virus, bugs, tampering fraud, error, omission, interruption, defect, delay in operation or transmission, computer line or network failure or any other technical or other malfunction. Furthermore, we expressly disclaim any and all responsibility and liability for the conduct of any user of the Site, Mixlr Service and Broadcast Software and for any User Content uploaded or broadcast by users.

(12) Indemnity

You hereby indemnify us and undertake to keep us fully and effectively indemnified from and against any and all third party claims, losses, damages (actual or consequential), actions, costs, liabilities and expenses (including legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute on the advice of our legal advisers) incurred or suffered by us as a result of, in connection with or arising out of: (a) any breach of warranty, representation or covenant made by you; (b) any infringement of intellectual property rights of any third party in connection with your use of the Site, Mixlr Service or Broadcast Software; or (c) your use of the Site, Mixlr Service or Broadcast Software other than in accordance with these Terms or any breach of any applicable law or regulation (“Claim”).

You shall co-operate fully and reasonably as required by us in the defence of any Claim. Notwithstanding the foregoing, Mixlr retains the exclusive right and without your prior consent to settle, compromise and pay any and all Claims or causes of action which are brought against us and in no event shall you settle any such action or Claim with our prior written approval.

(13) Copyright infringement

If you are a rights owner (or acting on behalf of a rights owner) and believe that any User Content infringes your copyright, you must provide us with a written notice which states:
(i) that you are the rights owner or are authorised to act on the rights owner's behalf;
(ii) that you have identified User Content on the Site which infringes your copyright (or infringes the copyright of a third party on whose behalf you are entitled to act, if applicable) and you believe in good faith that use of the User Content in the manner complained of is not authorised by you, the rights owner's agent or by law;
(iii) a description of the copyright work that you claim has been infringed which should include, the type of work (such as a photograph or a sound recording) and any relevant further details (such as the title and date of publication, as applicable);
(iv) a description of the way in which the copyright material has been infringed;
(v) information reasonably sufficient to permit us to locate the User Content in question on the Site (including a URL specifying the date the Site was accessed and/or a screen shot);
(vi) information that will enable us to contact you, such as your name, a postal address, telephone number and, if available, an email address (these contact details we also be provided to the alleged infringer so that they may contact you directly, in order to attempt to resolve the complaint amicably);
(vii) your electronic or physical signature (which may be a scanned copy); and
(viii) that the information in the notification is true and accurate.
Completed notices should be sent using the tool available at http://mixlr.com/copyright/report/new.
This ‘notice and takedown’ procedure is regulated by statute. There may be negative consequences if you falsely allege User Content is infringing copyright or send a copyright infringement notice to us in bad faith. We suggest that you take legal advice before sending a copyright infringement notice, if you are unsure about your rights in the User Content, or whether there has been an infringement of your rights.
If you believe that we have removed User Content in error, you may send us a written counter-notice which states:
(i) details of the User Content that has been removed or to which access has been disabled;
(ii) information reasonably sufficient to permit us to know where the material in question had been located on the Site (including a URL and/or screen shot);
(iii) a statement that you believe in good faith that the material that you have identified has been removed by mistake and your reasons for believing this;
(iv) information that will enable us to contact you, such as your name, a postal address, telephone number and, if available, an email address; and
(v) a statement that you agree to be contacted by the person (or an authorised representative of such person) who gave us the notice in the first place.
Completed counter-notices should then be sent to Greg Lloyd CEO support@mixlr.com with the subject line 'Copyright counter-notice'.
We have a policy of terminating the user accounts of repeat copyright infringers. A repeat infringer is a user who has submitted two or more items of User Content for which Mixlr receives a copyright infringement notice in accordance with this section. If your account is terminated in accordance with this provision then, you shall not register or attempt to register a new user account. You agree to keep us fully and effectively indemnified and hold us harmless for all liability that may be incurred as a result of a user breaching this section. Mixlr has the right to disclose your identity to any third party who is claiming that any User Content posted or uploaded by you constitutes a violation of their intellectual property rights, or of their right to privacy or any other law.

(14) Termination

We reserve the right at our sole discretion, at any time without liability and with or without prior notice to you:
(i) to bring court proceedings against you for breach of contract or otherwise;
(ii) not to post any User Content on to the Site;
(iii) to remove, suspend or disable access to any User Content;
(iv) to suspend or revoke your account registration (where applicable) and your right to access and/or use the Site or Mixlr Service; and
(v) to make use of any operational, technological, legal, or other means available to enforce these Terms, including, without limitation, blocking specific IP addresses or deactivating your registration and/or user name and password (where applicable).
Notwithstanding the above, we will try to warn users that their access to the Site and/or their user account may be suspended or terminated.
You can terminate your account at any time by sending an email request to support@mixlr.com. This will remove your profile and other personal information from view and prevent you from accessing the Site and the Mxilr Service as a registered user. Once your registration is terminated Mixlr has the right but not the obligation to delete your account and any related User Content that you have uploaded, broadcast, shared or submitted using the Mixlr Service.
User Content that you have uploaded, broadcast, shared or submitted using the Mixlr Service may still appear on the Site even after your registration has terminated. Pursuant to the licence granted at Section 6, Mixlr shall have the right to use the User Content anywhere on the Site as we, in our sole discretion choose.

(15) Third party websites

The Site includes hyperlinks to other websites owned and operated by third parties (“Third Party Sites”). These links are provided to you for your information only.

Third Party Sites may contain materials which you find offensive, objectionable, unlawful or inaccurate. These Third Party Sites will have their own terms of use and privacy polices which may differ from these Terms. The display of links does not constitute recommendations or an endorsement by us. We have no control over the content of Third Party Sites and we accept no responsibility for them or for any loss or damage that may arise from your use of them.

You may provide a link to our Site, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on Mixlr part where none exists. The site from which you are linking must comply in all respects with the User Content standards in these Terms.
You must not frame any portion or pages of the Site on any other site. Mixlr reserves the right to withdraw linking permission without notice.

(16) Trade marks

Mixlr.com and our logo are trade marks belonging to us. We give no permission for the use of these trade marks, and such use may constitute an infringement of our rights.

The other registered and unregistered trade marks or service marks on the Site and Broadcast Software are the property of their respective owners. Unless stated otherwise, we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any licence to exercise such rights.

(17) Competitions

From time to time we may run competitions, free prize draws and/or other promotions on the Site. These will be subject to separate terms and conditions (that we will make available to you as appropriate).

(18) Variation

We may, at our sole discretion, modify, revise or amend these Terms from time-to-time. If we do this then the revised terms of use will apply to the use of the Site from the date of the publication of the revised terms on the Site. Please check the Site regularly to ensure you are familiar with the current version of the Terms. If you do not accept any of the modifications, revisions or amendments to these Terms, you should stop using the Site and the Mixlr Service immediately. If you continue to use the Site or Mixlr Service following any modifications, amendments or revisions to the Terms being posted on the Site, you will be deemed to have accepted and will be legally bound by the new Terms.

(19) Waiver

A failure or delay by us in exercising any right, power or privilege under these Terms shall not operate as a waiver of such right or acceptance of any variation of these Terms and nor shall any single or partial exercise by either party of any right, power or privilege preclude any further exercise of that right or the exercise of any other right, power or privilege.

(20) Assignment

We may sub-contract, assign or otherwise transfer our rights and/or obligations under these Terms without notifying you or obtaining your consent.

You may not sub-contract assign or otherwise transfer your rights and/or obligations under these Terms.

(21) Severability

If, for any reason, a provision of these Terms is determined by any court or other competent authority to be unlawful and/or unenforceable, it shall be severed and deleted from these Terms and the other provisions will survive and continue in to be binding and enforceable.

(22) Exclusion of third party rights

These Terms are for the benefit of you and us, and are not intended to benefit or be enforceable by any third party. The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms.

(23) Entire agreement

These Terms, together with our privacy policy, constitute the entire agreement between you and us in relation to your use of the Site and the Mixlr Service, and supersede all previous agreements in respect of your use of the Site and the Mixlr Service.

(24) Law and jurisdiction

These terms of use will be governed by and construed in accordance with English law, and any disputes relating to these terms of use will be subject to the exclusive jurisdiction of the courts of England and Wales.

(25) Our details

The Site is owned and operated by Mixlr Ltd.

We are registered in England & Wales under registration number 07384299.

You can contact us here:

Mixlr Ltd.
2nd Floor White Bear Yard
144a Clerkenwell Road
EC1R 5DF
London
United Kingdom

Published February 2012