Terms and conditions

ALPHABEATS END-USER LICENSE AGREEMENT

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This End-User License Agreement (“Agreement”) governs your license to the software application, including any updates (the “Application”) and any databases, content, manuals, documentation, text, images, graphics, photographs, audio, video, and other data (collectively, the “Content”) provided to you by AlphaBeats Works B.V. or its subsidiaries and their respective affiliates (collectively “AlphaBeats”, “we”, or “us”), whether the Application or Content is downloaded by you, provided by AlphaBeats on physical media, or made accessible to you by AlphaBeats. 

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Both the Application and Content (collectively, the “Licensed Materials”) are protected under copyright laws and international copyright treaties. The structure, organization, and code of the Application are valuable assets of AlphaBeats and/or its third-party providers. The Licensed Materials are licensed, not sold, under the following terms and conditions, which are agreed to by end user (“you” or “your”) and AlphaBeats and its licensors, including the affiliated companies, licensors, service providers, channel partners, Application Vendors (defined below), and suppliers of AlphaBeats and its licensors (collectively, “Licensors”).

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PLEASE CAREFULLY REVIEW THIS ENTIRE AGREEMENT BEFORE PURCHASING, DOWNLOADING, OR USING THE LICENSED MATERIALS. THIS AGREEMENT IS A BINDING LEGAL AGREEMENT BETWEEN ALPHABEATS AND YOU AND, IF APPLICABLE, THE COMPANY, ORGANIZATION, OR OTHER LEGAL ENTITY YOU REPRESENT (COLLECTIVELY, “YOU”). BY USING THE LICENSED MATERIALS, OR OTHERWISE ACCEPTING THIS AGREEMENT, OR ‘CLICKING’ ACCEPT (IF APPLICABLE), YOU ACKNOWLEDGE (A) THAT YOU ARE 18 YEARS OF AGE OR OLDER AND (B) THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT UNDERSTAND OR AGREE TO THESE TERMS AND CONDITIONS, DO NOT INSTALL, DOWNLOAD, COPY, ACCESS OR USE THE APPLICATION.

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THE LICENSED MATERIALS AND THE SERVICES ARE FOR INFORMATION PURPOSES ONLY AND ARE NOT INTENDED TO BE USED FOR ANY OTHER PURPOSE, INCLUDING MEDICAL, DIAGNOSTIC, OR TREATMENT-RELATED PURPOSES.

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EULA TERMS AND CONDITIONS

1. License Grant. AlphaBeats grants you a limited, non-exclusive, non-transferable, and non-sublicensable license to install and use the Licensed Materials for your information and non-commercial use, for the term of this Agreement. If any use of the Licensed Materials requires a subscription, your license to use any such Licensed Materials is subject to you having an active subscription and your compliance with applicable subscription terms and conditions. AlphaBeats reserves the right to modify the Licensed Materials or to discontinue offering the Licensed Materials all together at any time for any reason. AlphaBeats also reserves the right to discontinue offering or to replace any Content supplied by any Licensor for any reason.
   1. General Restrictions to License Grant. You shall not reproduce, copy, modify, decompile, disassemble, reverse engineer or create derivative works of any portion of the Licensed Materials, and you may not transfer or distribute it in any form, for any purpose, except to the extent permitted by mandatory law or as expressly authorized under this Agreement. You are prohibited from selling, renting, leasing, or distributing the Licensed Materials to any other person or third party. If the Licensed Materials are embedded in the Application, you shall not use such Licensed Materials with any other application or device unless permitted by us in writing. You shall not, or attempt to, circumvent any security measure or feature designed to prevent unauthorized access to features or use of the Licensed Materials with unauthorized products or services. You acknowledge that the Licensed Materials should be used only for general information purposes. You agree to use reasonable efforts to protect the Licensed Materials from unauthorized use, reproduction, distribution, or publication.
   2. Reservation of Rights. You acknowledge and agree that the Licensed Materials are provided under license, and not sold, to you. You do not acquire any ownership interest in the Licensed Materials under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. AlphaBeats and Licensors and reserve and shall retain their entire right, title, and interest in and to the Licensed Materials, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
2. Licensed Materials for Information Purposes Only; Physical Symptoms. The Licensed Materials are for informational purposes only and are not intended to replace the relationship between you and your physician, healthcare provider, or other medical professional you are working with. You understand that any information generated from your use of the Licensed Materials is not medical information and you will ensure that medical information or other personal health information is not uploaded to AlphaBeats products. You assume all liability for any medical or health information that is created, stored, or uploaded on AlphaBeats products, and you agree to fully indemnify and hold AlphaBeats harmless from any liability, expense, suit, action, or claim (including regulatory proceedings) related to your breach of this Agreement, including without limitation, any liability, expense, suit, action, or claim that arises through your use of the Licensed Materials or AlphaBeats products.
   1. In rare cases, people can experience seizures or blackouts due to exposure to flashing lights and patterns created by the display of certain applications on mobile or other such similar devices used in conjunction with the Licensed Materials. If you have done so, or have experienced any nausea,  involuntary movements, tingling, numbness, or vision issues while using such devices in the past, you should consult with your doctor before using similar applications and should immediately cease all such use of such applications should the symptoms re-occur. In any event you should avoid prolonged use of such applications to minimize any possible discomfort or fatigue, including any muscle, joint or eye strain and should closely monitor your children’s use of technology to avoid possible problems.
3. Term and Termination. This Agreement is effective until such time as (i) if applicable, your subscription term is either terminated (by you or by AlphaBeats) or expires, or (ii) AlphaBeats terminates this Agreement for any reason, including, but not limited to, if AlphaBeats finds that you have violated any of the terms of this Agreement. In addition, this Agreement shall terminate immediately upon the termination of an agreement between AlphaBeats and any third party from whom AlphaBeats (a) obtains services or distribution necessary to support the Application, or (b) licenses Content. You agree, upon termination, to destroy all copies of the Licensed Materials. The Disclaimers of Warranty and Liability set out above shall continue in force even after any termination.
4. User-Generated Content. You may use the Application to submit or upload content (“User-Generated Content”). You retain copyright and any other rights you already hold in User-Generated Content. However, by submitting any User-Generated Content to AlphaBeats, you give AlphaBeats a transferable, perpetual, worldwide, royalty-free, irrevocable license and right to reproduce, modify, create derivative works of, license, distribute, sell, publicly display, and publicly perform the User-Generated Content for any purpose and without restriction or obligation to you.
   1. You agree that you are solely responsible for verifying the accuracy and lawfulness of any User-Generated Content contributed by you directly or indirectly to AlphaBeats.
   2. “Public Forum” means an area, site or feature offered as part of any Application that offers the opportunity for users to submit User-Generated Content for viewing by one or more Application users, including without limitation a message board, forum, social community environment, conversation page, or blog. You acknowledge that Public Forums and features offered therein are for public and not private communications, and you have no expectation of privacy with regard to any User-Generated Content to a Public Forum. We cannot guarantee the security of any information you disclose through any of these media; you make such disclosures voluntarily and at your own risk. By submitting material to any Public Forum, you permit any other user to access, view, store or reproduce the material for that user’s personal use. You acknowledge that your use or reliance upon any User-Generated Content posted in any Public Forum is at your own risk.
   3. You are and will remain solely responsible for the User-Generated Content you distribute on or through any Application in any Public Forum and for the consequences of submitting and posting same. You shall be solely responsible for damages suffered by other users, AlphaBeats or third parties as a result of legally actionable, infringing or defamatory comments, remarks or other information or content that you post to an AlphaBeats Site. AlphaBeats is not legally responsible for any User-Generated Content, even if User-Generated Content is defamatory or otherwise legally actionable. We have no duty to monitor any Public Forum.
   4. Rules of Conduct. You agree that you will not submit any User-Generated Content that:
      • is defamatory, abusive, harassing, threatening, or an invasion of a right of privacy of another person;
      • is bigoted, hateful, or racially or otherwise offensive;
      • is violent, vulgar, obscene, pornographic or otherwise sexually explicit, or otherwise harms or can reasonably be expected to harm any person or entity;
      • is illegal or encourages or advocates illegal activity or the discussion of illegal activities with the intent to commit them, including User-Generated Content that is, or represents an attempt to engage in, child pornography, stalking, sexual assault, fraud, trafficking in obscene or stolen material, drug dealing and/or drug abuse, harassment, theft, or conspiracy to commit any criminal activity;
      • infringes or violates any right of a third party, including: (a) copyright, patent, trademark, trade secret or other proprietary or contractual rights; (b) right of privacy (specifically, you must not distribute another person’s personal information of any kind without their express permission) or publicity; or (c) any confidentiality obligation;
      • is commercial, business-related or advertises or offers to sell any products, services or otherwise (whether or not for profit), or solicits others (including solicitations for contributions or donations);
      • contains a virus or other harmful component, or otherwise tampers with, impairs or damages the Application or any connected network, or otherwise interferes with any person or entity’s use or enjoyment of the Application;
        • (a) does not generally pertain to the designated topic or theme of the relevant Public Forum; (b) violates any specific restrictions applicable to a Public Forum, including its age restrictions and procedures; or (c) is antisocial, disruptive, or destructive, including “flaming,” “spamming,” “flooding,” “trolling,” and “griefing” as those terms are commonly understood and used on the Internet; or
        • is false or misleading.

We cannot and do not assure that other users are or will be complying with the foregoing Rules of Conduct or any other provisions of this Agreement, and, as between you and us, you hereby assume all risk of harm or injury resulting from any such lack of compliance. We reserve the right, but disclaim any obligation or responsibility, to refuse to post or communicate or remove any User-Generated Content from any Application that violates this Agreement (including the Rules of Conduct).

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5. No Warranty. The Licensed Materials are provided to you “as is,” and you agree to use Licensed Materials at your own risk. ALPHABEATS AND LICENSORS MAKE NO GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, CONTENT, QUALITY, ACCURACY, COMPLETENESS, EFFECTIVENESS, RELIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, USEFULNESS, USE OR RESULTS TO BE OBTAINED FROM THE APPLICATION, OR THAT THE CONTENT OR SERVER WILL BE UNINTERRUPTED OR ERROR-FREE. ALPHABEATS MAKES NO WARRANTY AS TO THE ACCURACY, RELIABILITY, TIMELINESS, OR COMPLETENESS OF THE LICENSED MATERIALS. Your use of the Licensed Materials is at your own risk. You should verify the accuracy, safety, lawfulness and/or relevance of any Licensed Material prior to relying on the Licensed Material for any purpose. Without limiting the foregoing, your Device is subject to the terms and conditions of the AlphaBeats Limited Warranty applicable to your Device.

6. Disclaimer of Warranty. With regard to the Licensed Materials, TO THE FULLEST EXTENT PERMITTED BY LAW, ALPHABEATS AND LICENSORS DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY ALPHABEATS AND LICENSORS SHALL CREATE A WARRANTY, AND YOU ARE NOT ENTITLED TO RELY ON ANY SUCH ADVICE OR INFORMATION. THIS DISCLAIMER OF WARRANTIES IS AN ESSENTIAL CONDITION OF THIS AGREEMENT. SOME STATES, TERRITORIES AND COUNTRIES DO NOT ALLOW CERTAIN WARRANTY EXCLUSIONS, SO TO THAT EXTENT THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THE SOLE AND MAXIMUM RESPONSIBILITY OF THE APPLICATION VENDOR IN THE EVENT OF A WARRANTY FAILURE IS A REFUND OF THE APPLICATION PURCHASE PRICE.

7. Disclaimer of Liability. ALPHABEATS AND LICENSORS SHALL NOT BE LIABLE TO YOU: IN RESPECT OF ANY CLAIM, DEMAND, OR ACTION, IRRESPECTIVE OF THE NATURE OF THE CAUSE OF THE CLAIM, DEMAND, OR ACTION ALLEGING ANY LOSS, INJURY, CORRUPTION OR LOSS OF DATA, DEATH, OR DAMAGES (INCLUDING PROPERTY DAMAGE), DIRECT OR INDIRECT, WHICH MAY RESULT FROM, MAY ARISE OUT OF, OR MAY IN ANY WAY RELATE TO THE USE OR POSSESSION OF THE LICENSED MATERIALS; OR FOR ANY LOSS OF PROFIT, REVENUE, CONTRACTS, OR SAVINGS, OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE APPLICATION, ANY DEFECT IN THE LICENSED MATERIALS, OR THE BREACH OF THESE TERMS OR CONDITIONS, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, AND WHETHER RESULTING FROM THE USE, MISUSE, OR INABILITY TO USE THE LICENSED MATERIALS OR FROM DEFECTS OR ERRORS IN THE LICENSED MATERIALS, EVEN IF ALPHABEATS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ALPHABEATS’ AND LICENSORS’ TOTAL AGGREGATE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE APPLICATION SHALL NOT EXCEED $1.00. Some States, Territories, and Countries do not allow certain liability exclusions or damages limitations, so to that extent the above may not apply to you.

8. Disclaimer of Endorsement. Reference to any products, services, processes, hypertext links to third parties or other content by trade name, trademark, manufacturer, supplier or otherwise does not necessarily constitute or imply its endorsement, sponsorship, or recommendation by AlphaBeats or its Licensors. Product and service information are the sole responsibility of each individual vendor.

9. Third-Party Beneficiaries. The licensors, service providers, channel partners, suppliers, Application Vendors and affiliated companies of AlphaBeats and Licensors are each a direct and intended third-party beneficiary of this Agreement and may enforce their rights directly against you in the event of your breach of this Agreement.

10. Acknowledgement of Application Vendor Responsibility. If you are obtaining the Application from a third-party application vendor (the “Application Vendor”), you acknowledge that AlphaBeats, and not the Application Vendor, is responsible for the Application. The Application Vendor shall have no maintenance or support obligation for the Application, nor any responsibility for addressing any claims from you or any third party regarding the possession or use of the Application, including without limitation product liability claims, claims of failure to meet legal or regulatory requirements or consumer protection laws claims. Further, the Application Vendor shall have no responsibility regarding third party claims of intellectual property rights violations as a result of your possession or use of the Application. Your use of the Application must not violate any usage rules of the Application Vendor or any other third-party service provider you use to enable the Application.

11. BrainBit Headband. The Application pairs with the BrainBit Headband produced by BrainBit Inc. (“BrainBit”) (https://brainbit.com/). The BrainBit products are not subject to these End User License Agreement Terms, but rather are subject to the Terms and Conditions provided by BrainBit with the BrainBit Headband. Moreover, BrainBit, not AlphaBeats, is responsible for the BrainBit Headband. AlphaBeats shall have no maintenance or support obligation for the BrainBit Headband, nor any responsibility for addressing any claims from you or any third party regarding the possession or use of the BrainBit Headband, including without limitation product liability claims, claims of failure to meet legal or regulatory requirements, or consumer protection laws claims. Further, AlphaBeats shall have no responsibility regarding third-party claims of intellectual property rights violations as a result of your possession or use of the BrainBit Headband. Your use of the BrainBit Headband must not violate any usage rules of BrainBit or any other third-party service provider you use to enable the BrainBit Headband. Any and all questions, claims, complaints, or related communications regarding the BrainBit Headband should be directed to BrainBit.

12. Indemnification. You agree to indemnify, defend, and hold harmless AlphaBeats and Licensors and their officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including but not limited to attorney’s fees, arising from or relating to your use, misuse, or possession of the Licensed Materials or your breach of this Agreement.

13. Export Regulation. The Application or Content may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application or Content to, or make the Application or Content accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application or Content available outside the United States.

14. Support. If you need operational or technical support and assistance regarding the installation, un-installation, use or operation of the Application, or if you have questions, complaints or claims regarding the Application, contact AlphaBeats at: info@listenalphabeats.com.

15. General Provisions.
    1. Governing Law; Venue. The above terms and conditions shall be governed by the laws of the State of Delaware, without giving effect to (i) its conflict of laws provisions, or (ii) the United Nations Convention for Contracts for the International Sale of Goods, which is explicitly excluded. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Licensed Materials shall be instituted exclusively in the federal or state courts within the State of Delaware. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts, although we retain the right to bring any suit, action, or proceeding against you for breach of this Agreement in your country of residence or any other relevant country. 
    2. Language. Any translation of this Agreement from English is provided as a convenience only. If this Agreement is translated into a language other than English and there is a conflict of terms between the English version and the other language version, the English version will control.
    3. Entire Agreement. These terms and conditions constitute the entire agreement between AlphaBeats and its Licensors and you pertaining to the subject matter hereof, and supersedes in their entirety any and all written or oral agreements previously existing between us with respect to such subject matter.
    4. Severability; Waiver. If any provision of this Agreement is determined by a court of competent jurisdiction to be illegal, invalid, or unenforceable under applicable law, the invalidity or unenforceability of that provision, clause, or term will not affect the validity or enforceability of the remaining provisions, clauses, and terms or the validity or enforceability of that provision, clause, or term in any other jurisdiction. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provisions shall be severed from the Agreement for the purposes of that jurisdiction and the other provisions shall remain in full force and effect. No waiver by either party of a breach or omission by the other party to this Agreement will be binding on the waiving party unless it is expressly made in writing by the waiving party
    5. Privacy Policy. You acknowledge and agree that you have read the AlphaBeats Privacy Policy located at: https//listenalphabeats/privacy (or otherwise made available to you through AlphaBeats Services) and consent to the handling and processing of your data as described in the AlphaBeats Privacy Policy.
    6. Changes to the Agreement. AlphaBeats may change the terms and conditions of this Agreement at any time and recommends that you review them on a regular basis. You can review the most current version of this Agreement at: https://www.listenalphabeats.com/terms-and-conditions or through the AlphaBeats Services. If AlphaBeats makes a change to the terms, it will post the revised version at the link above. You agree that your continued use of the Licensed Materials after this AlphaBeats has been changed means that you have agreed to the changed terms. 

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