Terms of Service

Please read these terms of service carefully as they contain important information regarding your legal rights, remedies, and obligations. By using our site or services, you agree to the Terms of Service provided below.

1. Acceptance

The terms and conditions stated below (collectively, the “Agreement”) constitute a legal agreement between you and The Resonance Labs LLC, a Washington limited liability company (the “Company,” “we,” “our,” or “us”). In order to use our mobile application and any of the services or content we provide through the application or on our website or our social media pages (collectively, “Resonance”), you must agree to the terms and conditions that are provided below. By using Resonance, you agree to be bound by the terms and conditions of this Agreement, and any future amendments and additions to this Agreement as published from time to time at https://www.letsresonate.net/termsofservice. If you do not agree to the terms below, please do not use Resonance.

If you have any questions or concerns about the Agreement, please feel free to contact us at support@theresonancelabs.com

If you wish to terminate your account, contact us at support@theresonancelabs.com

While using Resonance, you may be redirected to third party applications and services, and you understand that your use of any third party application or service will be subject to the third party’s terms of service.

2. Amendments

We reserve the right to modify this Agreement at any time. Any modifications will be effective when the updated version of this Agreement is posted to our website at https://www.letsresonate.net/termsofservice and made available within Resonance. You are responsible for regularly reviewing this Agreement, and your continued use of Resonance after any changes have been made will constitute your consent to such changes. You can reject any new, revised, or additional terms by discontinuing use of Resonance and any services that we provide. If you do choose to discontinue using the service, you may terminate your account by contacting us at support@theresonancelabs.com

3. Accessing Resonance

To make full use of the services provided by Resonance, you will be required to log into the application through your Facebook account. However, some services provided by Resonance are accessible without logging into your Facebook account.

3.1 Access while Logged Out

Users can install and access the music player in Resonance without logging into the application through their Facebook account. However, the music recommendations and the Resonance social experience is only available if the user logs in.

3.2 Access while Logged In

In order to access Resonance’s social experience, users will be required to log into the application through their Facebook account (“Logged In”). Users are responsible for protecting their Facebook account information, and you agree that you will not transfer your account or disclose your password to any third party. Nothing in this Agreement is intended to replace the terms and conditions that govern your use of Facebook or your Facebook account, which are governed by Facebook’s Terms of Service

4. Eligibility

Resonance is only for use by users who are at least 18 years or older (“Users”). Users agree to use Resonance according to U.S. laws, this Agreement, and the privacy policy. By using Resonance, you acknowledge that you meet these eligibility requirements and consent to the Agreement, privacy policy, and use of Resonance in accordance to U.S. laws.

5. Communications

When necessary, we will communicate with you electronically by email, by notices on our website or in the Resonance application. You also agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. By accepting this Agreement and using Resonance, you expressly consent to the receipt of all such communications from or on behalf of the Company.

You may alter your email preferences at any time in the Settings menu in the application. You cannot opt out of receiving notices indicating changes to (among others) our privacy policy, terms of service, available updates, security notices. However, you may opt out of email communications about music news, activity in the Resonance community, and other related communications.

Additionally, you may choose to receive push notifications in connection with Resonance which can be disabled from the Notification settings for the application on your mobile device.

6. Grant of Limited License by User

Usage of the mobile application may automatically generate content that is automatically uploaded to our database. For example, when you are Logged In and play a song, the Song Play may be uploaded automatically to our database and shared with your friends. Similarly, you may post or upload content (such as Sing Along, comments, etc.) to Resonance. This is collectively referred to as “User Content.”

Automatic upload of User Content on Resonance is enabled only when user is Logged In and can be disabled by logging out.

With respect to the User Content, subject to any restrictions in applicable privacy or other similar laws, you acknowledge and agree that you are granting the Company (and its licensees, affiliates, successors, and assigns) a worldwide, royalty-free, perpetual, irrevocable, sub-licensable, non-exclusive right to use, reproduce, publicly display, publicly perform, publish, modify, create derivative works, sublicense, and distribute in any manner and any media. You represent and warrant that you own such content or have sufficient rights in the content to grant to us the license detailed above without infringing or violating any third-party rights. Further, you agree to comply with all privacy and other similar laws surrounding your distribution of information on Resonance, and you acknowledge that we have sole discretion to remove any User Content on Resonance.

Certain data, including, but not limited to, screen time, button clicks, song, playlists and library sizes (“Analytics Data”) is uploaded anonymously to our database when a user is Logged In or Logged Out. This data is used to improve Resonance users’ experience. With respect to the Analytics Data, subject to any restrictions in applicable privacy or other similar laws, you acknowledge and agree that you are granting the Company (and its licensees, affiliates, successors, and assigns) a worldwide, royalty-free, perpetual, irrevocable, sub-licensable, non-exclusive right to use, reproduce, publicly display, publish, create derivative works, sublicense, and distribute such data for purposes of improving Resonance users’ experience. Analytics Data collection can be disabled from the settings menu in the application.

You agree not to use Resonance in any way that violates this Agreement. We reserve the right to investigate and terminate your use of and access to Resonance and remove any content if we believe you have violated any provision of this agreement.

7. Limited License to Use Resonance

We may make certain software and content available to you through Resonance. We grant you a limited, non-exclusive, revocable license to use Resonance software and content for your personal, non-commercial use only. We do not transfer title to or the rights in Resonance, or any component of Resonance, or any software used in Resonance, or any content in Resonance. We retain all rights, title, and interest to Resonance, its content, and any intellectual property associated with it.

You may not sell, redistribute, or reproduce Resonance (or any component or any content of Resonance), or reverse-engineer, disassemble, or otherwise convert Resonance in any way or in any form.

All trademarks and logos associated with Resonance are owned by us or our licensors, and you are not granted any rights to use them for any purpose.

A list of third-party software (including open source software libraries) used in Resonance is published in the Settings section of our mobile application.

8. Ownership of Intellectual Property

Resonance, including without limitation all software used to create, maintain, and develop Resonance, all content on Resonance, and all intellectual property, including, without limitation, all ideas, logos, copyrights, trademarks, or other information provided by you or any other party relating to Resonance is owned by the Company and the Company’s licensors. This Agreement does not grant you any intellectual property rights in or to Resonance, or any of the components of Resonance, including any software used in Resonance, other than a limited right to use Resonance, subject to the terms in this Agreement. You acknowledge the Company’s and the Company’s licensors’ ownership and intellectual property rights, and you agree not to take any action to interfere in any manner with the Company or our licensors’ ownership of or rights with respect to Resonance. Any changes to or derivative works of Resonance will become our exclusive property.

The Company and you acknowledge that, in the event of any third party claim that Resonance or your possession and use of Resonance infringes a third party’s intellectual property rights, as between us and Apple, we will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

Third-party software (including open source software libraries) used in Resonance are made available to you under the third party software library license terms, which are published in the settings of our mobile application.

9. Copyrights and Digital Millennium Copyright Act

9.1 Notice of Copyright Infringement

The Digital Millennium Copyright Act (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials in Resonance infringes your rights under U.S. copyright law, you may send us a notice requesting that the material be removed. The notice must include the following information:

Please be advised that we will not respond to complaints that do not meet the requirements above. If we determine that the materials alleged to infringe your rights do not require removal, we will remove those materials only pursuant to a court order that declares the content or use of the materials unlawful.

9.2 Counter-notices

If you believe that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Counter-notices must include the following information:

9.3 Updated Requirements

Notices and counter-notices with respect to Resonance must meet the then-current statutory requirements imposed by the DMCA and should be sent to us through the address listed below. Please be aware that there can be penalties for false claims under the DMCA.

The Resonance Labs LLC
ATTN: DMCA Copyright Claims Department
P.O. Box 3223
Redmond, WA 98073

10. Prohibited Activities

We reserve the right to investigate and terminate your use of and access to Resonance if you have misused the services we provide or behaved in any way that we regard as inappropriate or that is unlawful, including, but not limited to:

11. Inappropriate Content

You agree not to upload, download, display, perform, transmit, or otherwise distribute on Resonance any content that:

We reserve the right to terminate your distribution of any such material, and, to delete any such material from Resonance and our servers. Repeated violations as a result of inappropriate content may lead to account termination if deemed appropriate. We intend to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of this Agreement or of any applicable laws.

12. Privacy Policy

We value the importance of your privacy. To better protect your privacy, we provide you with a notice that explains our policies for collecting and using the information that we collect from you.

Our privacy policy is available at https://www.letsresonate.net/privacypolicy and is incorporated in this Agreement by reference.

13. Indemnification

As a condition of use of Resonance, you agree to indemnify, defend, and hold harmless the Company and its employees, directors, officers, agents, affiliates, licensors and users from all third-party claims and any losses (including attorneys’ fees and costs) relating to your use or misuse of Resonance, your breach of this Agreement, or your willful or negligent misconduct.

14. Disclaimer of Warranties

Resonance is provided “as is” and “as available”, and the Company disclaims all warranties, either express or implied, including without limitation any implied warranties of merchantability, fitness for a particular purpose, or non-infringement of intellectual property rights, to the fullest extent permitted by applicable law.

Without limiting the general nature of the previous sentence, (A) we have no obligation to indemnify or defend you against claims related to infringement of intellectual property rights; (B) although we make our best efforts to keep Resonance up and running, we do not warrant that Resonance will perform without error or interruption; (C) although we make our best efforts to keep Resonance free of any viruses, other harmful components, we cannot make any guarantees, and do not warrant that Resonance will be free of viruses or other harmful components; (D) although we make our best efforts to keep the User Content on Resonance appropriate, we cannot make any guarantees and do not warrant that User Content on Resonance will be appropriate at all times and in all instances; (E) we may modify or discontinue Resonance or components of the Resonance with or without advance notice.

You acknowledge and agree to assume the entire risk associated with your use of Resonance, including any third-party services or products that you use as a result of Resonance, and any injuries or damages that result from your use of or reliance on information provided to you on Resonance.

15. Limitation of Liability

In no event will the Company be liable for any indirect, special, incidental, economic, or consequential damages, arising out of the use of or inability to use Resonance, or from the inaccuracy of any data obtained from Resonance, or from User Content on Resonance, even if advised of the possibility of such damages. We use commercially reasonable practices to keep User Data and User Content secure; however, in case of breach of Resonance security causing theft or loss of User Data or User Content, Resonance will not be liable for any damages related to such breach.

Further, you understand that we may make recommendations to you and share and generate User Content for you through Resonance related to your preferences, interactions, and other information that we collect related to your use of Resonance, and you agree that we will not be liable for any recommendations (or any error in recommendations) that we make to you or action(s) you take related to such recommendations.

Some states or jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, so in those states or jurisdictions, the above limitation or exclusion may not apply to you.

16. Maintenance and Support

We are responsible for maintenance and support of Resonance, and we will do our best to maintain and support Resonance. Both you and the Company acknowledge that Apple has no obligation whatsoever to provide maintenance and support services with respect to Resonance.

17. Apple App Store Terms

17. 1 Acknowledgement

Both parties acknowledge that this Agreement is between the Company and you only, and Resonance and its content is governed by this Agreement. To the extent this Agreement provides terms that are less restrictive than or otherwise conflict with the Apple App Store Terms of Service, then the more restrictive or conflicting Apple term(s) applies.

17.2 Scope of License

The license granted to you for Resonance is limited to a non-transferable license to use Resonance on an iOS device that you legally own or control and as permitted by the terms detailed in the Apple App Store Terms of Service.

17.3 Product Claims

The Company and you acknowledge that the Company, not Apple, is responsible for addressing any claims of you or any third party relating to Resonance or your possession and use of Resonance, including, but not limited to: (i) product liability claims; (ii) any claim that Resonance fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. This Agreement does not limit our liability to you beyond what is permitted by applicable law.

17.4 Third Party Beneficiary

The Company and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right to enforce this Agreement against you as a third party beneficiary of this Agreement.

18. General

18.1 Notices

We may send notices pursuant to this Agreement to you via email or notifications in the Resonance application, and such notices will be deemed received by you the day after they are sent. You may send notices pursuant to this Agreement to support@theresonancelabs.com, and such notices will be deemed received by us three days after they are sent.

18.2 No Waiver

The failure by either party to enforce any of the provisions of this Agreement, or to exercise any option provided in this Agreement, will in no way be construed as a waiver of the provisions or options.

18.3 Assignment & Successors

Neither party may assign this Agreement or its right or obligations under this Agreement, except we reserve the right to assign this Agreement or any of our rights or obligations under this Agreement without your consent as part of a merger, acquisition, or any other corporate reorganization. This Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties.

18.4 Choice of Law & Jurisdiction

This Agreement will be governed solely by the internal laws of the State of Washington, without reference to any principles of conflicts of law. The parties consent to the personal and exclusive jurisdiction of the federal and state courts in King County, Washington.

18.5 Severability

This Agreement will be enforced to the fullest extent permitted by applicable law. If for any reason any provision of this Agreement is held to be invalid or unenforceable to any extent, then (a) the provision will be interpreted, construed, or reformed to the extent reasonably required to render the provision valid, enforceable, and consistent with the original intent underlying such provision; (b) the provision will remain in effect to the extent that it is not invalid or unenforceable; and (c) the invalidity or unenforceability of the provision will not affect any other portion of this Agreement.

18.6 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements as to the use of Resonance.

If you have any questions or concerns regarding any of the terms above, please feel free to contact us at support@theresonancelabs.com

The Resonance Labs LLC
P.O. Box 3223
Redmond, WA 98073

Last updated: 04/11/2019