Updated 27 September 2017
Please read these terms carefully before using this site.
Table of Contents
1. Other Applicable Policies And Terms
2. Information About Us
3. Your Filisia Account Registration
4. Filisia Software License
5. Filisia Services License
6. Platform License Restrictions
7. Your Content
8. Content Restrictions; Liability For Content; Removal Of Content
10. Termination And Suspension
11. Changes To These Terms
12. Changes To The Platform
13. Your Data And Privacy
14. No Reliance On Information
15. Disclaimer Of Warranty; Limitation Of Our Liability
19. Assignment To Third Parties
21. Entire Agreement
22. Third Party Rights
23. Governing Law and Jurisdiction
1. Other Applicable Policies and Terms
1.2 The Filisia General Terms of Sale which applies if you purchase goods from our site.
1.3 The Filisia Returns and Transfer Policy which applies to transfers and goods purchased under warranty.
2. Information About Us
We are a limited company registered in England and Wales under company number 09065346 and have our registered office at 71–75 Shelton Street, London, WC2H 9JQ. Our VAT number is GB201831846.
3. Your Filisia Account Registration
3.1 You affirm that you are at least 18 years of age. If you are not 18 years of age but you are at least the age of 13, you may use this Platform only if your parent or guardian agrees to be bound by these Terms. Parents and guardians of users under the age of 18 agree to these Terms, and any reference to “you” shall include the parent or guardian. If you are entering into these Terms on behalf of a company or partnership such as a band, you represent that you have the authority to bind such entity and its agents (including partners) and affiliates to these Terms. In that case, the terms “you” or “your” shall also refer to such entity, its agents and affiliates, as applicable. If you do not have such authority, or if you do not agree with these Terms, you may not use the Platform.
3.3 You are solely responsible for maintaining the confidentiality and security of your username and password, and you will remain responsible for all use of your username and password, and all activity from your account, whether or not such activity was authorised by you.
3.4 If your username or password is lost or stolen, or if you believe that your account has been accessed by unauthorised third parties, you are advised to notify us in writing and change your password at the earliest possible opportunity.
3.5 We reserve the right to disallow, cancel, remove or reassign certain usernames and permalinks in appropriate circumstances, as determined by us at our sole discretion, and may, with or without prior notice, suspend or terminate your account if activities occur on that account which, in our sole discretion, would or might constitute a violation of these Terms.
4. Filisia Software License
4.1 Description of Software. Software shall mean all software and firmware offered by Filisia.
4.2 Operating System Requirements. The operating system requirements for the Software may vary from time to time.
4.3 Software License. So long as you comply with these Terms, we grant you a non-exclusive, personal, non-transferable (except as expressly provided in this Agreement), revocable license to use the Software and any associated documentation as provided below to use in connection with your Filisia hardware device(s) (“Cosmo Hardware”, or “Filisia Hardware”), or stand-alone on your personal computer device, as applicable. You understand that we only license the Software as provided in this Agreement and we remain the owners of the Software. You may:
i install and use the Software on one computer/tablet/phone device, (except as provided for in subsection (iii) below) to enable the Software to interact with your Cosmo Hardware;
ii. provided it is used by you on only one computer/tablet/phone device (except as provided for in subsection (iii) below) at any one time, transfer the Software from one computer device to another;
iii. only install and use the Software on multiple computers/tablets/phones under the following conditions: where multiple devices comprise part of a single organisation (eg a school); or where, you, as the owner, have four non-concurrent sites of work, for example work with different schools, occupational therapy centres or clients.
iv.create musical works using the Software and Cosmo Hardware, and perform and distribute such musical works, as applicable.
v. only transfer the Software in accordance with the Filisia transfer policy by contacting the Filisia support page.
4.4 Sound Libraries. The making of sample libraries in any form, commercial or otherwise, is STRICTLY FORBIDDEN without an express written agreement with Filisia. See section 6 below for other license restrictions.
4.45 Updates. We are not required to provide any updates of the Software, but may offer free supplementary software code or updates of the Software incorporating “patches,” corrections of errors and Software updates, in our sole discretion (“Updates”) which are recommended. You acknowledge that downloading of such Updates may be necessary in connection with our warranty offer below. We reserve the right to discontinue a software product line at any time.
5. Filisia Services License
5.1 License to Services: So long as you comply with these Terms, we grant you a limited, personal, revocable, non-exclusive, non-transferable license (except as provided in this Agreement) to use the Services, including our websites, players, tools, applications, and other Filisia content, including data, soundpacks, audio samples, and third party licensed audio content (collectively “Filisia Content”), only for lawful, authorised purposes in accordance with these Terms and provided that you do not misuse the Platform in any manner (as determined by us in our sole discretion). You shall comply with any codes of conduct, policies, or other notices we provide you or publish in connection with the Platform from time to time. This license includes the right to embed Filisia Content in your music and export the Filisia Content as integrated in your music, but the Filisia Content may not be exported stand-alone.
5.2 New Services: We may, from time to time, release new tools and resources through the Platform or introduce other services and/or features for the Platform. Any new services and features will be subject to these Terms.
6. Platform License Restrictions
Except as expressly permitted, in using the Platform, which includes both the Services and Software, you agree to the following restrictions:
6.1 Not to violate, circumvent or attempt to violate or circumvent any data security measures employed by us; access or attempt to access data or materials which are not intended for your use; log into, or attempt to log into, a server or account which you are not authorised to access; attempt to scan or test the vulnerability of our servers, system or network or attempt to breach our data security or authentication procedures; attempt to interfere with the Platform by any means including, without limitation, hacking our servers or systems, submitting a virus, overloading, mail-bombing or crashing;
6.2 Not to rent, lease, sell, sublicense, loan, translate, merge, copy, adapt, alter, vary or modify the Platform;
6.3 Not to deliberately impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity, for example, by registering an account in the name of another person or company, or sending messages or making comments using the name of another person or otherwise use or attempt to use another person’s account, password, or other information, unless you have express permission from that other person;
6.4 Not to collect or attempt to collect personal data, or any other kind of information about other users, including without limitation, through spidering or any form of scraping.
6.5 Not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Platform nor attempt to do any such things except to the extent permitted by applicable law;
6.6 Not to access the Platform in connection with any non-authorized operating systems, hardware or access points;
6.7 Not to use the Software, or permit use of the Software, or make functionality of the Software available for use, in a network, multi-user arrangement or remote access arrangement, including but not limited to by uploading the Software to a network or file-sharing service or through any hosting, application services provider, service bureau, software-as-a-service (SaaS) or any other online use or type of services, except as otherwise explicitly provided by us;
6.8 Not to create data or executable programs which mimic data or functionality in the Platform, including creating sample sound libraries or sound packs;
6.9 To only use the Platform in compliance will all applicable laws, including without limitation export controls and regulations.
7. Your Content
7.1 License to Your Content. Certain features of the Platform may allow for you, as a registered user of the Platform, to use the Platform, including the Filisia Content, to create your own music content (“Content”), which will be stored by us at your direction, and may be shared, used and distributed by you in accordance with these Terms, using the tools and features provided as part of and accessible via the Platform. “Content” also includes any other data, information, comments, photos, audio, software files, or content uploaded, published, or otherwise used by you in connection with the Platform. By creating Content using the Platform, or otherwise uploading any of your own personal Content, you grant us a worldwide, non-exclusive, royalty-free, sub-licensable license to your Content to enable your use of the Platform, including hosting your Content at your direction and providing other Services through the Platform. You also grant to us a non-exclusive, world-wide, transferable, royalty-free, sub-licensable, irrevocable license to use any Content that you mark as Public Content, including to market the Platform. While Filisia continues to own the stand-alone Filisia Content, Filisia does not claim any ownership in your end Content, and you expressly acknowledge and agree that your Content remains your sole responsibility subject to these Terms, including the Content Restrictions set out below. You must make sure that you have full rights to the Content you use on our Platform, as further described in the Content Restrictions. You also understand that if you incorporate other users’ Public Content into your Content, you are subject to the noncommercial Creative Commons license with respect to that Public Content, as described in section 7.2 below.
7.2 Sharing Your Content: License to Other Users. Once your Content is on the Platform you may choose, in your discretion, to make that Content available to other users (also referred to as “Public Content”) and, in addition to the license you grant us above, you also license your Public Content to other users of the Platform through the Creative Commons Attribution-ShareAlike 4.0 International License.
7.3 Control of Content. You can limit and restrict the availability of your Content to other users of the Platform at any time using the settings, subject to the licences already granted to other users who have previously been given permission to deal with your Public Content. Where applicable, the licences granted in this section by you are granted separately with respect to each item of your Content that you upload to the Platform and identify as Public Content.
7.4 Deleting Your Content. Licences with respect to Content will terminate automatically when you remove such Content from your account, delete your account, or limit the availability of that Content, except you do not have the right to restrain other users or Filisia from using your Public Content that you have previously granted a licence as set out above.
7.5 Moral Rights. With this license to other users,you unconditionally and irrevocably waive all moral rights in that Content to which you may now or at any future time be entitled under the Copyright, Designs and Patents Act 1988 as amended from time to time and under all similar legislation from time to time in force anywhere in the world.
8. Content Restrictions; Liability for Content; Removal of Content
8.1 Content Restrictions. You represent and warrant that you will only use Content that you have rights to and that does not create liability for us. You agree not to use the Platform in connection with any Content that:
i. is offensive, abusive, libelous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent; promotes violence, terrorism, or illegal acts; incites hatred on grounds of race, gender, religion or sexual orientation, or is otherwise objectionable in our reasonable discretion;
ii. violates, plagiarizes, defames, misappropriates or infringes the rights of third parties including, without limitation, copyright, trademark rights, rights of privacy or publicity, confidential information, other intellectual property or any other right or that is otherwise unlawful;
iii. you have not obtained the necessary consents, permission and/or releases to use in accordance with the license grants in this Agreement.
8.2 Liability for Content. You agree that we (i) store Content and other information at the direction, request and with the authorisation of our users, (ii) act merely as a passive conduit and/or host for the uploading, storage and distribution of your Content, (iii) play no active role and give no assistance in the presentation, review, or use of the Content and (iv) assume no duty to monitor the Platform for Content that is inappropriate, may infringe on any third party rights, or has otherwise been uploaded in breach of these Terms or applicable law . You are solely responsible for all of your Content that you upload, post or distribute to, on or through the Platform, and to the extent permissible by law, we exclude all liability with respect to all Content (including your Content) and the activities of our users with respect thereto as further elaborated in our Limitation of liability below in section 15.
8.3 Blocking and Removal of Content. Notwithstanding the fact that we have no legal obligation to monitor the Content on the Service, we reserve the right to block, remove or delete any Content at any time, and to limit or restrict access to any Content, for any reason and without liability, including without limitation, if we have reason to believe that such Content does or might infringe the rights of any third party, has been uploaded or posted in breach of these Terms, applicable law, or is otherwise unacceptable to us. Please also note that individual uploaders have control over the Content that they store in their account from time to time, and may remove any or all Content without notice. You have no right of continued access to any particular item of Content and we shall have no liability in the event that you are unable to access an item of Content due to its removal from the Service, whether by us or the relevant uploader.
8.4 Notice and Takedown. It is our policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (“DMCA”). If you are a copyright owner or an agent of one, and you believe that any Content on the Platform infringe your copyrights, you may submit a notification to our Designated Copyright Agent.
8.5 Termination of Repeat Infringers. We will promptly terminate without notice those accounts of users which we determine are “repeat infringers.” A repeat infringer is a user who has been notified by us of infringing activity violations more than once.
9. Ownership and Feedback
9.1 Ownership. We are the owner or the licensee of all intellectual property rights in the Platform, and in the material published on it, except for Content as we described above. Subject to the licenses herein, you and your licensors retain ownership in your Content, and you acknowledge and agree that third party Content is owned by such third party or its licensors.
9.2 Feedback. We may, from time to time, invite or provide you with means to provide feedback regarding the Service, and in such circumstances, any feedback you provide will be deemed non-confidential and we shall have the right and royalty-free license, but not the obligation, to use such feedback on an unrestricted basis.
10. Termination and Suspension
You may terminate this Agreement at any time by sending notice in writing to us via our support page requesting such termination. Upon receipt of such a request we shall proceed to delete your account.
We may suspend your access to the Service and/or terminate this Agreement at any time if (i) you are in breach of any of these Terms, (ii) we elect at our discretion to cease providing access to the Platform, including in any specific jurisdiction, or (iii) in other reasonable circumstances as determined by us at our discretion. Except in the case of your breach of these Terms, and where commercially possible, we will give you notice of termination of your account before your Content is no longer accessible. Without limitation to any other of our rights, we reserve the right to investigate any situation that appears to involve any breach of these Terms and may report such matters to, and co-operate with content owners and, appropriate law enforcement authorities in prosecuting any users who have participated in any such violations.
11. Changes to These Terms
We may revise these Terms at any time by amending this page. It is your responsibility to check this page from time to time for updates.
In addition, if we change these Terms in a material respect, we will notify you in advance via email, using the email address used to register the account, and continued use of the Platform after such notice will constitute your acceptance of the revised Terms.
12. Changes to the Platform
We may update or change the Platform from time to time and we reserve the right at any time and for any reason to suspend, discontinue, terminate or cease providing access to the Platform or any part thereof, temporarily or permanently, in its entirety or with respect to individual territories only. In the case of any temporary or permanent suspension, discontinuation, or termination of access, provide reasonable notification.
13. Your Data and Privacy
14. No Reliance on Information
The content on our Platform is provided for general information only. It is not intended to amount to advice on which you should rely. Although we make reasonable efforts to update the information on our Website, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up-to-date.
15. Disclaimer of Warranty; Limitation of our Liability
We do not guarantee that the Platform will be secure or free from bugs, viruses, errors, or that defects will be corrected. You are responsible for configuring your information technology, computer programmes and platform in order to access our Platform. You should use your own virus protection software.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE FILISIA PLATFORM, INCLUDING THE SOFTWARE AND SERVICES, AND ANY MATERIALS OR OTHER PRODUCTS PROVIDED BY OR ON BEHALF OF FILISIA PURSUANT TO THIS AGREEMENT ARE PROVIDED “AS IS” AND FILISIA AND ITS LICENSORS AND SERVICE PROVIDERS HEREBY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING REPRESENTATIONS AS TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, INTEGRATION, THE QUALITY OF THE FILISIA PLATFORM OR ANY ASSOCIATED PRODUCTS OR SERVICES, THIRD PARTY CONTENT, CONTENT, TIMELINESS, OR NON-INTERRUPTION.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY ARE ESSENTIAL TO THESE TERMS AND THAT FILISIA WOULD NOT ALLOW ACCESS TO THE PLATFORM, INCLUDING ITS SOFTWARE AND SERVICES, WITHOUT ACCEPTANCE OF THESE TERMS. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR RESTRICT OR SHALL BE CONSTRUED AS EXCLUDING OR RESTRICTING THE LIABILITY OF FILISIA FOR (I) DEATH OR PERSONAL INJURY CAUSED BY THE GROSS NEGLIGENCE OF FILISIA, ITS EMPLOYEES, OR ITS AGENTS; (II) WILLFUL MISCONDUCT OF FILISIA, INCLUDING FRAUDULENT CONCEALMENT OF DEFECTS; OR (III) ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW. IN SUCH JURISDICTIONS, THE FOREGOING LIMITATIONS WILL BE ENFORCED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
NOTWITHSTANDING THE FOREGOING, IF YOU ARE AN EU RESIDENT AND HAVE PURCHASED FILISIA SOFTWARE ONLINE, AND YOU HAVE NOT STARTED THE DOWNLOAD OR STREAMING PROCESS, YOU MAY HAVE, FOR A SHORT PERIOD, THE RIGHT TO CANCEL THIS AGREEMENT AND RETURN YOUR PRE-DOWNLOADED SOFTWARE WITHIN 14 DAYS OF RECEIVING YOUR SOFTWARE, AS IF FURTHER DESCRIBED IN THE FILISIA GENERAL TERMS OF SALE LOCATED HERE. YOU ACKNOWLEDGE AND AGREE THAT YOU DO NOT HAVE THIS STATUTORY RIGHT OF REFUND FOR SOFTWARE THAT HAS ALREADY BEGUN DOWNLOADING OR STREAMING.
Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any Filisia hardware products, which will be set out in our General Terms of Sale.
You hereby agree to indemnify, defend and hold harmless, us, and our successors, assigns, affiliates, agents, directors, officers, employees, shareholders, licensors and service providers from and against any and all claims, obligations, damages, losses, expenses, and costs, including reasonable legal fees, resulting from:
i. any breach by you of these Terms;
ii. Your Content; or
iii. any activity related to your account, be it by you or by any other person accessing your account with or without your consent unless such activity was caused by the act or default of us.
17. Third Party Content and Services
The Platform may allow you to access or share your Content through certain third party services, including certain social media services. We, however, do not make any representations as to how third party services may handle your information, and you should review their terms carefully, and you agree that you will adhere to such third party terms as applicable. We are not responsible for the actions or policies of such third party services. We do not recommend or endorse any particular third party service and we disclaim any liability with respect to your Content that may be distributed through such third party services.
18.1 Paid Services. Certain of our Services or Software through the Platform may be subject to payments now or in the future (“Paid Services”). You agree to any payment terms presented to you in the process of using or signing up for Paid Services, which are incorporated into these Terms by reference.
18.2 Billing. We use a third party payment processor (“Payment Processor”) to bill you through a payment account linked to your Filisia account on the Platform (“Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of such Payment Processor, in addition to these Terms. We are not responsible for error by the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect and in accordance with then applicable payment terms and you authorise us, through the Payment Processor, to charge your chosen payment provider. If we do not receive payment from you, you agree to pay all amounts due immediately upon demand.
18.3 Current Information Required. You must provide and keep current, complete, and accurate information for your Billing Account. You must promptly update all information upon any changes to the information in your Billing Account, and promptly notify us or your Payment Processor in the event of theft or security breach of your payment information.
19. Assignment to Third Parties
We may assign our rights and (where permissible by law) our obligations under this Agreement, in whole or in part, to any third party at any time without notice, including without limitation, to any person or entity acquiring all or substantially all of our business or assets. You may not assign this Agreement or the rights and duties hereunder, in whole or in part, to any third party without our prior consent.
Should one or more provisions of these Terms be found to be unlawful, void or unenforceable, such provision(s) shall be deemed severable and will not affect the validity and/or enforceability of the remaining provisions of the Terms, which will remain in full force and effect.
21. Entire Agreement
These Terms along with the Other Terms constitute the entire Agreement between you and us with respect to your use of the Platform and supersede any prior agreement between you and us, or any subsequent third party application terms you may click through in downloading additional Filisia Software. Any modifications to this Agreement must be made in writing.
22. Third Party Rights
Except as expressly provided elsewhere in this Agreement, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any other person.
23. Governing Law and Jurisdiction
23.1 If you are a UK, EU, EEA or Swiss citizen or registered business, these Terms shall be governed by the laws of England and Wales without regard to its conflict of law rules and you consent to the exclusive jurisdiction of the courts located in London, UK.
23.2 If you live outside of or are a registered business outside of the UK and EU, EEA or Switzerland, you agree to the laws and jurisdiction of London as noted above in section 23.1.
As described herein, you may have additional rights as a consumer under your local law.
This agreement has been prepared in English and this English version shall prevail and be binding even though a foreign translation may also be prepared as a courtesy to you