FREQUIA TERMS AND CONDITIONS OF USE
Effective as of 10 June 2022
By visiting, accessing, or using FREQUIA, you signify that you have the right, authority and capacity to enter into this Agreement, that you have read and understand this Agreement, and that YOU AGREE TO ABIDE BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING PROVISIONS REGARDING Governing law. PLEASE READ THESE TERMS CAREFULLY. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.
- Prerequisites for access to the service
- Purchase, price information, payment terms, right of cancellation and refund policy
- Special offers
- Restrictions applicable to the use of the service
- Application license
- Third party applications
- Content restrictions
- User content
- Prohibited content / activity
- Notice and procedures for making claims of copyright or intellectual property infringement
- The rights of Zipper Noise
- No warranty / Limitation of liability
- Governing law
The “Services” means the software branded ‘FREQUIA’, mobile and device applications and all services provided by Zipper Noise, Zipper Noise's affiliated entities or Zipper Noise's vendors, or other third parties with whom Zipper Noise contracts to provide the Services that are inherently related to the software branded ‘FREQUIA’. These may include, but are not limited to websites and applications for desktops, tablets and mobile handsets, set-top boxes and stereo equipment. The Services are provided by Zipper Noise (“FREQUIA,” “we” “us” and/or “our”). You may contact us at: FREQUIA – firstname.lastname@example.org
2. Prerequisites for access to the service
You need access to the internet in order to download the Services, and any cost for accessing the internet shall be your responsibility. This also applies when using the Service via mobile phone, tablet, or other personal device capable of internet connection. If you use the Services via mobile telephone you should familiarize yourself with applicable data transfer costs for your mobile carrier plan. Zipper Noise does not have any responsibility or liability for data transfer costs you may incur when using the Services. We cannot guarantee that the Services will work with all devices. Please visit https://frequia.gitbook.io/frequia/system-requirements for more information about our compatibility specifications.
It is your responsibility to ensure that you are able to comply with the relevant system requirements described above. Zipper Noise accepts no responsibility for any lack of functionality that is due to your equipment (including your device, internet connection, operating system or settings and software). You may not use the Services in any way that is fraudulent or illegal or is expressly prohibited by these Terms. By using the Services, you confirm to us that you accept these Terms and that: (a) you are 18 years of age or over; or (b) you are between the age of 13 and 17, and have express permission from your parent or guardian to use the Services.
If you are under age 13, you are not permitted to use the Services or to submit any personally identifiable information to Zipper Noise. If you reside in a country where the minimum age to use the Services or to submit any personally identifiable information to Zipper Noise is greater than 13, such age limitation shall apply and you are not authorized to engage in the foregoing unless you meet such age limitation in accordance with your country’s own laws. If Zipper Noise reasonably believes that you have not told us your true age, we may suspend your use of the Services until you have provided us with acceptable proof of age. If you are a parent or guardian and believe Zipper Noise may have inadvertently collected personal information from your child, please notify Zipper Noise immediately by sending an email to FREQUIA – Customer Support at email@example.com detailing the basis of your belief and your request.
Zipper Noise reserves the right to suspend or remove your account or prohibit your use of the Services, without responsibility or liability to you, if we reasonably believe there may have been a breach of security on your account or if activities occur on your account that we reasonably believe seriously breach the Agreement.
3. Purchase, price information, payment terms, right of cancellation and refund policy
In order to make any purchase in connection with the Services, you must (a) have reached the age of 18 years or (b) be between the age of 13 and 17, and have express permission from your parent or guardian to use the Services.(a) Promotion/Trials.
Zipper Noise, vendors, or other third parties with whom we contract to provide the Services may offer special promotions/trials with differing conditions and limitations which may be subject to different terms from these Terms. Any additional terms to these Terms will be disclosed at sign-up or in other communications made available to you prior to sign-up. You are responsible for reviewing any additional terms governing your use of such special promotions or trials before accessing any special promotions or trials. You are entitled to only one free trial per lifetime. Any attempt to utilize more than one free trial is an unauthorized use of the Services and/or Service Content and amounts to a breach of the Agreement. If Zipper Noise determines, in its absolute discretion, that you have utilized more than one free trial, Zipper Noise reserves the right to terminate your access to the Services, Service Content, and/or the Agreement.(b) Shopping in the store.
Upon completion of the Store purchase, you will be provided with a link to download the software. Upon emailing your unique Request Code to firstname.lastname@example.org, you will be send an Activation Code. All shopping in the store is final.(c) Payment Methods.
We will not refund any fees paid to us, including any advance charge(s) or payment(s) for the Services, unless otherwise required by law or the terms of this Agreement.(e) Charge Backs.
If you are a consumer resident in the European Union, then you may also have the right to cancel your purchase without giving any reason, and ask for a refund within 14 (fourteen) days of purchase. However, as explained below, this right is lost as soon as you download or access or the Services.
To cancel your purchase in accordance with this section, you must inform us of your decision to cancel. You can contact us by sending an e-mail to email@example.com. Please make sure that you include the details of your purchase so that we can identify it.
If you validly cancel your purchase in accordance with this section, we will refund the price you paid for your purchase. We will make the reimbursement without undue delay, and not later than 14 days after the day on which we are informed about your decision to cancel the purchase.
We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement.
If you purchase a License, you expressly accept that we start providing you the Services within your 14-day withdrawal period. You acknowledge that by receiving or accessing the Services during this period, you will lose your statutory right to cancel the purchase. These rights of withdrawal do not affect your legal rights.
4. Special offers
If you have received or purchased access to the Services as part of a special offer, campaign or a partner deal (a “Special Offer”), then the terms presented as part of such Special Offer are a part of this Agreement. Special offers will, unless otherwise specified, only be valid for customers in the country (and state(s)) where it is issued.
5. Restrictions applicable to the use of the service
The Services shall be for private use only and use of the Services in commercial or public settings is not permitted, unless expressly authorised by Zipper Noise in writing.
The Services shall not be used in any manner that may breach the restrictions applicable to the utilization of the Service Content (as defined in Section 8, below). These include, but are not limited to, prohibitions against: (i) any form of technical intervention in the Services for purposes of using the Services in any manner other than that intended and permitted under the Agreement; (ii) copying and/or making public any Service Content; (iii) assigning any username or password to anyone else; (iv) circumventing any technical mechanisms within the Services that have been established to protect Service Content from reproduction/distribution; (v) using the Services in violation of applicable law; and (vi) failing to respect applicable geographic/territorial restrictions.
6. Application license
By “Application” we mean an application or other technical interface provided by Zipper Noise that is used to access the Services. Subject to the terms of this Agreement, Zipper Noise hereby grants you a personal, non-exclusive, non-transferable, limited and revocable license to download, run and use the Application for personal use on relevant devices owned or controlled by you. Such license also applies to updates and upgrades that replace or supplement the Services in any respect and which are not distributed with a separate license and related documentation. The Application is licensed, not sold, to you, and Zipper Noise retains ownership of all copies of the Application even after installation on your devices. Zipper Noise may transfer its rights and obligations, or sub-contract or sub-license its obligations, under this Agreement to another legal entity, provided your legal and consumer rights are not prejudiced. You may not transfer your rights and obligations, or sub-contract or sub-license your obligations, under this Agreement to another legal entity.
7. Content restrictions
Unauthorized use of the Services may also constitute a violation of applicable laws or regulations. If Zipper Noise, in its reasonable discretion, thinks you have breached the Terms, or has reasonable grounds to believe that you are likely to breach these Terms, we may take any action we think is necessary to protect the Services and the Service Content. We may: (a) restrict, suspend, or (in the case of serious breaches) terminate your right to use the Services; (b) remove your User content (as defined below) from the Services; (c) investigate and take legal proceedings against you; or (d) disclose any information to law enforcement authorities we think is necessary or as required by law. These actions are not limited and we may take any other action we reasonably deem appropriate.
We are the owner of the FREQUIA trademark (the “Trademark”). Nothing in this Agreement or on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademark, without Zipper Noise's prior written permission specific for each such use. Use of the Trademark as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by Zipper Noise in writing.
All goodwill generated from the use of the Trademark inures to Zipper Noise's benefit.
Elements of the Services including Service Content are protected by copyright, trade dress, trademark, unfair competition, or other state, federal and foreign laws, and the Services may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Service Content may be retransmitted without Zipper Noise's and/or the appropriate third party’s express written consent in each and every instance.
8. Prohibited content / activity
You agree not to undertake any of the following activities on the Services:
- Criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
- Advertising to, or solicitation of, any user, without the written consent of Zipper Noise to buy or sell any products or services through the unauthorized or impermissible use of the Services;
- Circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of the Services;
- Activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network;
- Covering or obscuring the banner advertisements on any page on the Services via HTML/CSS or any other means;
- Interfering with, disrupting, or creating an undue burden on the Services or the networks or services connected to the Services;
- Impersonating or attempting to impersonate another user, person or entity;
- Selling or otherwise transferring your account;
- Using any information obtained from the Services in order to harass, abuse, or harm another person or entity, or attempting to do the same;
- Accepting payment or anything of value from a third person in exchange for your performing any commercial activity through the unauthorized or impermissible use of the Services on behalf of that person; or
- Using the Services in a manner inconsistent with any and all applicable laws and regulations.
You agree that any breach of the provisions of this Section 8 will be considered a serious breach of the Agreement.
We have provided our contact information and email links on the Services because we would like to hear from you. However, we do not want you to, and you should not, send Zipper Noise any documents or other materials that contain confidential or proprietary information. You grant Zipper Noise an unrestricted, irrevocable, royalty-free license to copy, distribute, and modify any such documents or other materials that you send Zipper Noise, and to use for any purpose any ideas, trade secrets, know-how or other confidential or proprietary information disclosed in those documents or other materials.
14. The rights of Zipper Noise
If you fail to make payment or materially breach any provision of the Agreement, and such breach is not caused by circumstances on the part of Zipper Noise, Zipper Noise may, taking the interest of the user in account, deny further access to the Services.
15. No warranty / Limitation of liability
NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT ANY WARRANTIES THAT MAY NOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. TO THE EXTENT PERMITTED BY LAW, HOWEVER, WE EXCLUDE ALL OTHER CONDITIONS, WARRANTIES, REPRESENTATIONS OR OTHER TERMS WHICH MAY APPLY TO THE SERVICES OR ANY CONTENT ON THE SERVICES, WHETHER EXPRESS OR IMPLIED. IN PARTICULAR, WE DISCLAIM ALL WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A VIRUS, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR TO YOUR DOWNLOADING OF ANY CONTENT ON IT, OR ON ANY WEBSITE LINKED TO IT. WE WILL NOT BE LIABLE TO YOU FOR ANY LACK OF PERFORMANCE, OR THE UNAVAILABILITY OR FAILURE OF THE SERVICES, OR FOR ANY FAILURE BY US TO COMPLY WITH THESE TERMS, WHERE SUCH LACK, UNAVAILABILITY OR FAILURE ARISES FROM ANY CAUSE REASONABLY BEYOND OUR CONTROL.
ANY LIABILITY WE DO HAVE FOR LOSSES YOU SUFFER IS STRICTLY LIMITED TO THE PURCHASE PRICE YOU PAID AND WE ARE NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT IS NOT FORESEEABLE AT THE TIME WHEN YOU BEGIN USING THE SERVICE.
WE ASSUME NO RESPONSIBILITY FOR THE CONTENT OF WEBSITES LINKED ON THE SERVICES. SUCH LINKS SHOULD NOT BE INTERPRETED AS ENDORSEMENT BY US OF THOSE LINKED WEBSITES. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT MAY ARISE FROM YOUR USE OF THEM.
THIS DOES NOT AFFECT YOUR STATUTORY RIGHTS AS A CONSUMER. NOTHING IN THESE TERMS LIMITS OR EXCLUDES OUR LIABILITY FOR: (I) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE; (II) FRAUDULENT MISREPRESENTATION; OR (III) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED BY LAW.
To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold Zipper Noise and its affiliated entities, and each of their present, former and future parents, predecessors, successors, assignees, subsidiaries, owners, officers and directors (whether acting in such capacity or individually), agents and attorneys harmless from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising from, relating to or resulting from (a) your breach or alleged breach of the Agreement; (b) your unauthorized access to, use or misuse of the Service Content or the Services; (c) any breach of your representations and promises set forth herein, or (d) your violation of any law or the rights of a third party. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit or proceeding. We reserve the right to assume the exclusive defense and control of any matter that is subject to Indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
We may terminate this Agreement and close your account, or suspend your access to the Services, at any time without notice and without responsibility or liability to you, in the event of your actual or suspected unauthorized use or misuse of the Services and/or Service Content, or serious breach of the Agreement. In that event, we will refund to you a pro-rata share of your Subscription charge (if any) to account for the period you will not be able to access the Services.
We may terminate this Agreement and close your account at any time on reasonable notice to you if we cease to provide the Services.
18. Governing law
These Terms are governed by, and construed in accordance with, the laws of the State of New South Wales, Australia, without giving effect to principles of conflicts of law and the courts of England and Wales shall have non-exclusive jurisdiction to resolve any claims, disputes or disagreements relating to these Terms.
There is no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between you and Zipper Noise or between Zipper Noise and any other user of the Services. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of any other provision of the Agreement, which shall remain in full force and effect unless such deletion materially frustrates the intent of the parties, in which case this Agreement will terminate. Our failure to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against Zipper Noise unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. This Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.
The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.