EFFECTIVE DATE: December 1, 2023
Welcome! Thank you for choosing SoundBase!
A Few Initial Matters
Show Code, LLC (“Show Code,” “we,” “our,” “us”) offers a range of audio-centric applications and tools under the brand name SoundBase, as further detailed in our documentation and release notes (collectively, the “Service”), along with websites including https://soundbase.app and https://showcode.co (the “Websites”).
These User Terms of Service (“Terms”) are a binding legal contract between you and Show Code, governing your use of our Service and Websites. These Terms apply to you as a user of the Service, with specific provisions for Authorized Users (as defined below). By accessing or using the Service and Websites, you acknowledge and agree to these Terms and confirm you have read and understand our Privacy Policy.
If you disagree with these Terms, please refrain from using the Service or Websites.
We may update these Terms periodically. If we make material changes, we will notify you, either through the email associated with your account or through the Service and Websites. The updated Terms take effect upon posting and apply going forward. Your continued use of the Service and Websites after updates signifies your acceptance of the changes.
How These Terms Apply; Users and Customers
SoundBase users fall into one or more of these categories:
- Site Visitors: Users browsing our Websites.
- Free Users: Users of the free version of SoundBase, with limited features compared to Authorized Users.
- Authorized Users: Users accessing SoundBase as part of a paid subscription, via an agreement between a customer entity (the “Customer”) and Show Code.
If you’re an Authorized User, you access SoundBase through a Customer arrangement. For example, your employer or a friend who invites you to join their SoundBase workspace. The Customer controls the Customer Data (like messages and files) you submit, and their agreement with Show Code governs this data.
Eligibility and Scope
To use SoundBase, you must be at least 16 years old and capable of agreeing to these Terms. If your local laws require a higher age for Show Code to lawfully provide the Service to you, you must be that age.
If you do not meet these requirements or Show Code has previously barred you from the Service, you may not access the Service and Websites.
Account Registration and Use
To access SoundBase, you must register an account, providing accurate, complete information. You are responsible for keeping your password confidential and for all activities under your account. If you’re an Account Administrator, you’re confirming that you have the authority to act on behalf of your workspace or organization.
Notify us at support@showcode.co if you detect unauthorized use of your account. You’re responsible for any harm resulting from unauthorized account use.
License and Acceptable Use
We grant you a limited right to access and use SoundBase for your internal use, subject to these Terms. You must comply with our Acceptable Use Policy, which prohibits unauthorized access, disruption, or misuse of SoundBase.
Proprietary Rights
SoundBase and its licensors exclusively own all right, title, and interest in and to all intellectual property rights in the Service and Websites. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service and Websites. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including without limitation rights in and to all applications and registrations relating to the Service and Websites shall, as between you and SoundBase, at all times be and remain the sole and exclusive property of SoundBase.
User Content and Feedback
User Content and Submissions on the Service. The Service allows you to create tasks and submit associated information, text, files, and other materials (collectively, “User Content”) and to share that User Content with others. User Content submitted or otherwise made available to the Service is subject to the following terms:
Free User Content. Free Users maintain ownership of the User Content that they submit to the Service (“Free User Content”). By submitting Free User Content, Free Users grant SoundBase a license to access, use, copy, reproduce, process, adapt, publish, transmit, and display that Free User Content, in order to provide the Service, and as permitted by SoundBase’s Privacy Statement, including if required to do so by law or in good faith to comply with legal process. We reserve the right to remove any Free User Content on the Service that violates these Terms or that is otherwise objectionable in SoundBase’s sole discretion.
Authorized User Content on the Service. User Content submitted to the Service by Authorized Users is Customer Data, which is owned and controlled by the Customer, in accordance with the Customer Agreement.
Feedback. The Service and the Websites may have certain features that allow you to submit comments, information, and other materials (collectively, “Feedback”) to SoundBase, and/or share such Feedback with other users, or the public. If you submit Feedback, SoundBase may use such Feedback for any purpose without any compensation or obligation to you. We reserve the right to remove any Feedback posted in our public forums for any reason at our sole discretion.
User Content and Feedback Representations. You represent and warrant that you have all required rights to submit User Content and Feedback without violation or infringement of any third-party rights. You understand that SoundBase does not control, and is not responsible for, User Content or Feedback, and that by using the Service and/or Websites, you may be exposed to User Content or Feedback from other users that is offensive, indecent, inaccurate, misleading, or otherwise objectionable.
Warranties, Disclaimers, and Limitation of Liability
The Service and Websites are provided "as is" without warranty. Show Code is not liable for indirect or incidental damages. Some jurisdictions may not allow certain disclaimers, so they may not apply to you.
Indemnification
You agree to indemnify Show Code against claims related to your use of the Service, including content you submit.
Third-Party Links, Services, and Websites
The Service and Websites may include information and content provided by third parties, including links to third-party websites, resources, and/or goods and services. SoundBase is not responsible and will not be liable for any damages or losses caused by or relating to, (i) any content, advertising, products, or other materials on or available from such sites or resources, (ii) the availability of or any errors or omissions in such websites or resources, or (iii) any information handling practices or other business practices of the operators of such sites or resources. Your interactions with such third parties will be governed by the third parties’ own terms of service and privacy policies, and any other similar terms.
General Terms
Modifications to the Service. We reserve the right at any time to modify or discontinue, temporarily or permanently, the Service and Websites (or any part thereof), with or without notice. You agree that SoundBase shall not be liable to you or any third party for any modification, suspension or discontinuation of the Service and Websites.
Controlling Law. These Terms will be governed by the laws of California notwithstanding its conflicts of law principles. However, some countries (including those in the European Union) have laws that require agreements to be governed by the local laws of the consumer’s country. This paragraph does not override those laws.
Initial Dispute Resolution. Most disputes can be resolved without resort to formal dispute resolution. If you take any issue with us or our Service, you agree that before taking any formal action, you will contact us at support@showcode.co and provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an account). Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with SoundBase, and good faith negotiations shall be a condition to either party initiating a lawsuit.
No Waiver. The failure of SoundBase to exercise or enforce any right or remedy in these Terms does not waive that right or remedy. If any provision of these Terms is found to be invalid or unenforceable, the parties agree that the court should endeavor to give effect, to the maximum extent permitted by law, to the parties’ intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect.
Third-Party Beneficiaries. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.
Entire Agreement. These Terms (and all terms and conditions incorporated herein) constitute the entire agreement between you and SoundBase, and supersede any prior agreements between you and SoundBase on the subject matter. To the extent of any conflict or inconsistency between the provisions in these Terms and any other terms or resources referenced in these Terms, the terms contained directly in these Terms will first prevail; provided, however, that if there is a conflict or inconsistency between an applicable Customer Agreement and these Terms, the terms of the Customer Agreement will first prevail, followed by the provisions in these Terms, and then followed by the pages referenced in these Terms (e.g., the Privacy Statement). The applicable Customer will be responsible for notifying Authorized Users of those conflicts or inconsistencies and until such time the terms set forth herein will be binding.
Miscellaneous. These Terms, and any rights or licenses granted hereunder, may not be assigned or delegated by you. These Terms, and any rights or licenses granted hereunder, may be assigned or delegated by SoundBase without restriction. These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns. These Terms may not be modified by an oral statement by a representative of SoundBase. No agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms. You agree that any agreements made by and between you and us in electronic form are as legally binding as if made in physical written form. If you are using the Service and Websites for or on behalf of the U.S. government, your license rights do not exceed those granted to non-government consumers. The section titles in these Terms are for convenience only and have no legal or contractual effect. Any provision of these Terms that by its nature is reasonably intended to survive beyond their termination or expiration shall survive. Notwithstanding the generality of the foregoing, the following sections shall survive any termination or expiration of these Terms: “A Few Initial Matters,” “How These Terms Apply; Users and Customers,” “Proprietary Rights,” “User Content and Feedback,” “Warranties, Disclaimers, and Limitations of Liability,” “Indemnification,” and “General Terms.”
Notices. We may deliver notice to you by email, posting a notice on the Service and Websites or any other method we choose and such notice will be effective on dispatch. If you give notice to us, it will be effective when received and you must use the following email address: support@showcode.co.