Terms of Service

1. Your relationship with CoreSound

1.1 Your use of the CoreSound mobile application (the "Service" or the "Services") and any CoreSound products, software and services, including the CoreSound embeddable audio player (the "CoreSound Player") provided to you on or from or through the Services (collectively the "SERVICE") is subject to the terms of a legal agreement between you and CoreSound.

"CoreSound" means Equity Algorithm Joint Stock Company, whose principal place of business is at 8 Pravdy Street, Building 13, Moscow, Russian Federation, 125040.

1.2 Your legal agreement with CoreSound is made up of (A) the terms and conditions set out in this document, (B) CoreSound's Privacy Policy (https://coresound.app/policy.html) (collectively called the "Terms").

1.3 The Terms form a legally binding agreement between you and CoreSound in relation to your use of the SERVICE. It is important that you take the time to read them carefully.

1.4 The Terms apply to all users of the SERVICE.

2. Accepting the Terms

2.1 In order to use the SERVICE, you must firstly agree to the Terms. You may not use the SERVICE if you do not accept the Terms.

2.2 You can accept the Terms by simply using the SERVICE. You understand and agree that CoreSound will treat your use of the SERVICE as acceptance of the Terms from that point onwards.

2.3 You may not use the SERVICE and may not accept the Terms if (a) you are not of legal age to form a binding contract with CoreSound, or (b) you are a person who is either barred or otherwise legally prohibited from receiving or using the SERVICE under the laws of the country in which you are resident or from which you access or use the SERVICE.

2.4 You should print off or save a local copy of the Terms for your records.

3. Changes to the Terms

3.1 CoreSound reserves the right to make changes the Terms from time to time, for example to address changes to the law or regulatory changes or changes to functionality offered through the SERVICE. The modified version of the Terms (the "Modified Terms") will be made available within the SERVICE (for any modified additional terms). Therefore, you must look at the Terms regularly to check for such changes. If you do not agree to the Modified Terms you must stop using the SERVICE. Your continued use of the SERVICE after the date the Modified Terms are posted will constitute your acceptance of the Modified Terms.

4. General restrictions on use

4.1 CoreSound hereby grants you permission to access and use the SERVICE, subject to the following express conditions, and you agree that your failure to adhere to any of these conditions shall constitute a breach of these Terms on your part:

4.1.1 you agree not to distribute any part of or parts of the Service or the SERVICE, including but not limited to any Content, in any medium without CoreSound's prior written authorization, CoreSound makes available the means for such distribution through functionality offered by the SERVICE;

4.1.2 you agree not to alter or modify any part of the SERVICE;

4.1.3 you agree not to (or attempt to) circumvent, disable or otherwise interfere with any security related features of the Service or features that (i) prevent or restrict use or copying of Content or (ii) enforce limitations on use of the SERVICE or the information accessible via the SERVICE;

4.1.4 you agree not to use the SERVICE for any of the following commercial uses unless you obtain CoreSound's prior written approval:

(1) the sale of access to the SERVICE;

(2) the sale of advertising, sponsorships or promotions placed on or within the SERVICE, or Content;

(3) the sale of advertising, sponsorships or promotions on any page of an ad-enabled blog or Service containing Content delivered via the SERVICE unless other material not obtained from CoreSound appears on the same page and is of sufficient value to be the basis for such sales;

4.1.5 prohibited commercial uses shall not include (i) uploading an original music (sounds) to CoreSound, (ii) maintaining an original channel on the Service in order to promote a business or artistic enterprise (if applicable), (iii) showing CoreSound music (sounds) through the CoreSound Player or otherwise on an ad-enabled blog or the Service, subject to those advertising restrictions set out in 5.1(5.1.5) above; and (iv) any use that is expressly authorized by CoreSound in writing;

4.1.6 you agree not to use the SERVICE (including the comments and email features in the Service) for the solicitation of business in the course of trade or in connection with a commercial enterprise;

4.1.7 you agree not to solicit, for commercial purposes, any users of the Service with respect to their Content;

4.2 You agree that you will comply with all of the other provisions of the Terms at all times during your use of the SERVICE.

4.3 CoreSound is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the SERVICE which CoreSound provides may change from time to time without prior notice to you.

4.4 As part of this continuing innovation, you acknowledge and agree that CoreSound may stop (permanently or temporarily) providing the SERVICE (or any features within the SERVICE) to you or to users generally at CoreSound 's sole discretion, without prior notice to you. You may stop using the SERVICE at any time. You do not need to specifically inform CoreSound when you stop using the SERVICE.

4.5 You agree that you are solely responsible for (and that CoreSound has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which CoreSound may suffer) of any such breach.

5. Copyright policy

5.1 CoreSound operates a clear copyright policy in relation to any Content that is alleged to infringe the copyright of a third party.

5.2 As part of CoreSound's copyright policy, CoreSound will terminate user access to the SERVICE if a user has been determined to be a repeat infringer. A repeat infringer is a user who has been notified of infringing activity more than twice.

6. Content

6.1 As an CoreSound user you may submit Content. You understand that whether or not Content is published, CoreSound does not guarantee any confidentiality with respect to Content.

6.2 You retain all of your ownership rights in your Content, but you are required to grant limited license rights to CoreSound. These are described in paragraph 7 of these Terms (Rights you license).

6.3 You understand and agree that you are solely responsible for your own Content and the consequences of posting or publishing it. CoreSound does not endorse any Content or any opinion, recommendation, or advice expressed therein, and CoreSound expressly disclaims any and all liability in connection with Content.

6.4 You represent and warrant that you have (and will continue to have during your use of the SERVICE) all necessary licenses, rights, consents, and permissions which are required to enable CoreSound to use your Content for the purposes of the provision of the SERVICE by CoreSound, and otherwise to use your Content in the manner contemplated by the SERVICE and these Terms.

6.6 You agree that you will not post or upload any Content which contains material which it is unlawful for you to possess in the country in which you are resident, or which it would be unlawful for CoreSound to use or possess in connection with the provision of the SERVICE.

6.7 You agree that Content you submit to the SERVICE will not contain any third party copyright material, or material that is subject to other third party proprietary rights (including rights of privacy or rights of publicity), unless you have a formal licence or permission from the rightful owner, or are otherwise legally entitled, to post the material in question and to grant CoreSound the licence referred to in paragraph 7.1 below.

6.8 On becoming aware of any potential violation of these Terms, CoreSound reserves the right (but shall have no obligation) to decide whether Content complies with the content requirements set out in these Terms and may remove such Content and/or terminate a User's access for uploading Content which is in violation of these Terms at any time, without prior notice and at its sole discretion.

6.9 You further understand and acknowledge that in using the SERVICE, you may be exposed to Content that is factually inaccurate, offensive, indecent, or otherwise objectionable to you. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against CoreSound with respect to any such Content.

6.10 CoreSound is not responsible for you of any else for any use (legal or illegal) Content of a third party.

7. Rights you licence

7.1 When you upload or post Content to CoreSound, you grant:

(i) to CoreSound, a worldwide, non-exclusive, royalty-free, transferable licence (with right to sub-licence) to use, reproduce, distribute, prepare derivative works of, display, and perform that Content in connection with the provision of the SERVICE and otherwise in connection with the provision of the SERVICE and CoreSound's business, including without limitation for promoting and redistributing part or all of the SERVICE (and derivative works thereof) in any media formats and through any media channels.

7.2 The above licenses granted by you for full duration of your exclusive rights to such Content. The above licenses granted by you in Content terminate when you remove or delete your Content from the SERVICE. The above license for text comments, that you represent as Content, granted by you for full duration of your exclusive rights on such text comments.

8. CoreSound content in the SERVICE

8.1 With the exception of Content submitted to the SERVICE by you, all other Content on the SERVICE is either owned by or licensed to CoreSound, and is subject to copyright, trade mark rights, and other intellectual property rights of CoreSound or CoreSound's licensors. Any third party trade or service marks present on Content not uploaded or posted by you are trade or service marks of their respective owners. Such Content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever without the prior written consent of CoreSound or, where applicable, CoreSound 's licensors. CoreSound and its licensors reserve all rights not expressly granted in and to their Content.

9. Links from CoreSound

9.1 The SERVICE may include hyperlinks to other services, resources or websites that are not owned or controlled by CoreSound. CoreSound has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party services, resources or websites.

9.2 You acknowledge and agree that CoreSound is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

9.3 You acknowledge and agree that CoreSound is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

9.4 CoreSound encourages you to be aware when you leave the SERVICE and to read the terms and conditions and privacy policy of each other services, resources or websites that you visit.

10. Premium Membership

10.1. CoreSound Premium Service for “Premium Members” (“Premium Membership”), with all options and features, is also available against payment of a certain price. With this Premium Membership additional options and features (“Premium Features”) that are not available to Free Members, are unlocked. CoreSound may offer application with or without Premium features being available for that specific application.

10.2. Specific Premium Member Terms as set forth in paragraph 11 apply to the Premium Membership. Unless otherwise specified in the terms or paragraph 11, all other provisions of these terms also apply to the Premium Members.

10.3. By registering as a Premium Member, you confirm that you meet the age requirements stated in the applicable law (more information to be found here) and are thereby legally entitled to enter into contracts. If the aforementioned representation is not true, CoreSound is not bound by these Premium Conditions.

11. Special terms and conditions for Premium Members

11.1. Subscription Requirement. In order to use the CoreSound Premium Service for Premium Members, you must (i) be a Registered User, and (ii) pay the stipulated price, including applicable VAT, if any, and any other fees or amounts associated with the Premium Services, by credit card, via App Stores, or any other form of payment accepted by CoreSound (the “Subscription”).

11.2. Types and Prices of Subscriptions. CoreSound offers different Subscription periods so that you can choose the one that best satisfies your needs. The different Subscription types and applicable prices are available for viewing in the App Stores. All prices are subject to change at CoreSound’s discretion at any time. Any price changes will be announced on the App or in the App Stores.

11.3. Payment.

(i) Payment is made in advance for each subscription period. In other words, you can select the subscription period that best satisfies your needs to access the Premium Services. Once you signed up and paid for the Subscription, the selected validity period will be associated with your account.

(ii) Payments for the entire term of your Premium Membership shall be due immediately upon invoicing. Payment can be made using different online payment systems. If CoreSound is unable to collect any fees from an account designated by the user due to lack of funds, the user shall bear all costs arising therefrom, including bank charges related to any debit entries or similar charges. CoreSound may deliver invoices and payment reminders to the user by email.

11.4. Automatic Renewal. When your Subscription period expires, your credit card will be charged automatically with the standard subscription price which was valid at the time of Subscription, i.e., special offer prices do not apply in this case, and your Subscription will be renewed for the same period of time unless you cancel your Subscription, at least prior to the expiration of your current Subscription. The standard subscription price can be viewed on the application and in the App Stores.

11.5. Cancellation. You may cancel your Subscription to CoreSound Premium Service for Premium Members at any time by initiating the cancellation on the application or via the App Store. Unless otherwise provided for in the Terms, CoreSound will not refund previously paid amounts.

11.6. Expiration. Subject to paragraph 11.4, for lack of a user’s cancellation of such user’s Subscription, each Subscription period ends only upon expiration of the agreed-upon time period, and regardless of the user’s actual use of the CoreSound Premium Service for Premium Members during such period. Each user can check the length of the current Subscription period by viewing such user’s account information.

11.7. Contact. Please contact us for any questions you might have or to report any violations of the Premium Conditions in this paragraph 11 at support@equityalgorithm.com.

11.8. Application of Other Rules. Unless otherwise specified in this paragraph 11, all other provisions of these Terms apply also to the Premium Members.

12. Ending your relationship with CoreSound

12.1 The Terms will continue to apply until terminated by either you or CoreSound as set out below.

12.2 If you want to terminate your legal agreement with CoreSound, you may do so by notifying CoreSound at any time. Your notice should be sent, in writing, to CoreSound's address which is set out at support@equityalgorithm.com

11.3 CoreSound may at any time terminate its legal agreement with you if:

(i) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or

(ii) CoreSound is required to do so by law (for example, where the provision of the SERVICE to you is, or becomes, unlawful); or

12.4 CoreSound may terminate its legal agreement with you if:

(i) CoreSound is transitioning to no longer providing the SERVICE to users in the country in which you are resident or from which you use the SERVICE; or

(ii) the provision of the SERVICE to you by CoreSound is, in CoreSound's opinion, no longer commercially viable

and in the case of each of (i) and (ii) of this clause 12.4 shall, where possible, give reasonable notice of such termination.

12.5 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and CoreSound have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 15.6 shall continue to apply to such rights, obligations and liabilities indefinitely.

13. Exclusion of Warranties

13.1 Nothing in the Terms shall affect any statutory rights that you are always entitled to as a consumer and that you cannot contractually agree to alter or waive.

13.2 The SERVICE is provided "as is" and CoreSound makes no warranty or representation to you with respect to them.

13.3 In particular CoreSound does not represent or warrant to you that:

(i) your use of the SERVICE will meet your requirements,

(ii) your use of the SERVICE will be uninterrupted, timely, secure or free from error,

(iii) any information obtained by you as a result of your use of the SERVICE will be accurate or reliable, and

(iv) that defects in the operation or functionality of any software provided to you as part of the SERVICE will be corrected.

13.4 No conditions, warranties or other terms (including any implied terms as to satisfactory quality, purpose or conformance with description) apply to the SERVICE except to the extent that they are expressly set out in the Terms.

14. Limitation of Liability

14.1 Nothing in these Terms shall exclude or limit CoreSound's liability for losses which may not be lawfully excluded or limited by applicable law.

14.2 Subject to the overall provision in clause 14.1 above CoreSound shall not be liable to you for:

(1) any indirect or consequential losses which may be incurred by you. This shall include; (i) any loss of profit (whether incurred directly or indirectly); (ii) any loss of goodwill or business reputation; (iii) any loss of opportunity; or (iv) any loss of data suffered by you;

(2) any loss or damage which may be incurred by you as a result of:

(i) any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertising appears on the SERVICE;

(ii) any changes which CoreSound may make to the SERVICE, or for any permanent or temporary cessation in the provision of the SERVICE (or any features within the SERVICE);

(iii) the deletion of, corruption of, or failure to store, any Content and other communications data maintained or transmitted by or through your use of the SERVICE;

(iv) your failure to provide CoreSound with accurate account information;

(v) your failure to keep your password or CoreSound account details secure and confidential.

14.3 The limitations on CoreSound's liability to you in clause 14.2 above shall apply whether or not CoreSound has been advised of or should have been aware of the possibility of any such losses arising.

15. General legal terms

15.1 The Terms constitute the whole legal agreement between you and CoreSound and govern your use of the SERVICE and completely replace any prior agreements between you and CoreSound in relation to the SERVICE.

15.2 You agree that CoreSound may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the SERVICE.

15.3 You agree that if CoreSound does not exercise or enforce any legal right or remedy which is contained in the Terms (or which CoreSound has the benefit of under any applicable law), this will not be taken to be a formal waiver of CoreSound's rights and that those rights or remedies will still be available to CoreSound.

15.4 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

15.5 You acknowledge and agree that each member of the group of companies of which CoreSound is a part shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be a third party beneficiary of the Terms.

15.6 The Terms, and your relationship with CoreSound under the Terms, shall be governed by the law of the Russian Federation. Notwithstanding this, you agree that CoreSound shall still be allowed to apply for injunctive remedies (or other equivalent types of urgent legal remedy) in any jurisdiction.

Dated: May 20, 2020