Flat - Terms of Service - Embed

These Terms of Service apply to individuals and businesses using Flat Embed. To view all our policies, check out the index. This is the current version of these terms, dated 16 May 2019.

These Terms of Service set out the terms and conditions upon which you may use the Service and any application or functionality Flat makes available through the Service.

By using the Service you agree to and accept these Terms of Service. Please read these Terms of Service carefully and make sure you understand and agree to them before using the Service. If you have any questions relating to these Terms of Service, please contact Flat at embed@flat.io.

IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE, PLEASE DO NOT USE THE SERVICE

1. Information about Flat

The Service is provided by Tutteo Limited ("Flat"), a company incorporated and registered in England and Wales under company number 09734095 whose registered office is 9th Floor, 107 Cheapside, London, EC2V 6DN, United Kingdom. Tutteo Limited's VAT number is 226 808 988.

2. Interpretation

In these Terms of Service, save where the context requires otherwise, the following words and expressions have the following meaning:

2.1. "Account" means the account you create to use the Service;

2.2. "Confidential Information" means information which is identified as confidential or proprietary by either party or by the nature of which is clearly confidential or proprietary;

2.3. "Fees" means the monthly licence fee payable for the Service ("License Fee") plus the extra fee per view or active user ("Consumption Fees"), as shown on our site https://flat.io/embed following the offer you select;

2.4. "Service" means the embeddable music notation software viewer and editor that Flat makes available as a service;

2.5. "Terms of Service" means these terms and conditions of service as amended from time to time;

2.6. "User" means any person authorised by you to access the Service;

2.7. "View": means any single page display using the Service;

2.8. "User Content" means any music, sounds, text or information that you or your Users make available or create;

2.9. "Virus" means any material or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;

2.10. "Website" means flat.io;

2.11. "you" or "your" means the organisation or person that sets up an Account to set up and use the Service;

3. Access to the Service

3.1. Flat grants you a non-exclusive, non-transferable, personal and non sub-licensable licence to use and to permit Users to use the Service, as permitted by the functionality of the Service, for the purpose of creating, or viewing music scores using the Service and managing your Account.

3.2. To use the Service, you must create an Account, by registering your details as developer and creating your application identifier. This application identifier will allow you to identify your website or app when using the Service. You are responsible for maintaining the confidentiality of login details for your Account and you must not disclose them to any third party.

3.3. Your developer Account allows you to manage your usage, the Service configuration and the billing process.

3.4. You are responsible for any activities that occur under your Account including the activities of your Users.

3.5. Flat may disable any Account, at any time and at Flat's sole discretion, if Flat has reasonably determined that you failed to comply with any of these Terms of Service.

3.6. Flat encourages you to use "strong" passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your Account. If you have any concerns about your login details for your Account or suspects that such details have been misused, please contact Flat at embed@flat.io.

3.7. You must take reasonable precautions to prevent any unauthorised access to, or use of, the Service and, in the event of any such unauthorised access or use, you must promptly notify Flat at embed@flat.io.

3.8. You are responsible for making all arrangements necessary for Users to have access to the Service. You are also responsible for ensuring that all Users are aware of these Terms of Service and that they comply with them.

3.9. You recognise that Flat is always innovating and finding ways to improve the Service with new features and services. Therefore, you agree that the Service may change from time to time and no warranty, representation or other commitment is given in relation to the continuity of any elements of, or functionality of, the Service.

3.10. You shall indemnify and defend Flat, its agents and contractors from and against any and all losses, damages, claims, liabilities or expenses (including reasonable lawyer's fees) arising out of a claim brought by a third party relating to your use of the Service (except to the extent caused by Flat's negligence).

4. App Licence

4.1. Flat grants you a worldwide, non-exclusive, non-transferrable, non-sublicensable, terminable licence to use the Service (including any updates to the App that Flat may make available from time to time) for the sole purpose of using the Service in accordance with clause 3.1 and in accordance with any other provision of these Terms of Service.

4.2. You acknowledge and agree that the Service and any updates are provided on an "AS IS" basis and you assume sole responsibility for your use of the Service .

4.3. Flat may monitor your use of the Service to ensure quality, improve the Service, and verify your compliance with these Terms of Service.

5. Your Obligations

You:

5.1. must comply with all applicable laws and regulations with respect to your use of the Service and your activities under these Terms of Service;

5.2. must use the Service in accordance with these Terms of Service;

5.3. are responsible for any actions and omissions in connection with the use of the Service by any Users;

5.4. must obtain and shall maintain at all times, all necessary licences, consents, and permissions necessary for Flat to perform its obligations under these Terms of Service.

6. Rules of Acceptable Use

6.1. In addition to the other requirements within these Terms of Service, this section describes specific rules that apply to your use of the Service (the "Rules of Acceptable Use").

6.2. When using the Service you must not:

• a. circumvent, disable or otherwise interfere with the integrity of or any security related features of the Service or features that prevent or restrict use or copying of the content accessible via the Service;
• b. create more than one account on the Service;
• c. give any false or misleading information in your account details;
• d. impersonate any person, or misrepresent your identity or affiliation with any person or give the impression they are linked to Flat, if this is not the case;
• e. permit another person to use the Service under your name or on your behalf unless you are a business and such person is authorised by you;
• f. use the Service if we have suspended or banned you from using it;
• g. send junk, spam or repetitive messages;
• h. advocate, promote or engage in any illegal or unlawful conduct or conduct that causes damage or injury to any person or property;
• i. modify, interfere, intercept, disrupt or hack the Service;
• j. misuse the Service by knowingly introducing, accessing or transmitting viruses, Trojans, worms, logic bombs or other material which would harm the Service or any user of the Service's own equipment;
• k. collect any data from the Service other than in accordance with these Terms of Service;
• l. submit or contribute any content that contains nudity or violence or is abusive, harmful, threatening, obscene, misleading, untrue or offensive;
• m. submit or contribute any User Content without the permission of the content owner or otherwise infringe the copyright, trademark or other rights of third parties;
• n. use any User Content in violation of any licensing terms specified by the owner;
• o. submit or contribute any information or commentary about another person without that person's permission;
• p. threaten, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety or be likely to harass, upset, embarrass, alarm or annoy any other person.

6.3 Failure to comply with Rules of Acceptable Use constitutes a serious breach of these Terms of Service, and may result in our taking all or any of the following actions (with or without notice):

• a. immediate, temporary or permanent withdrawal of your right to use our Service;
• b. issuing of a warning to you;
• c. legal action against you including proceedings for reimbursement of all costs (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
• d. disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

6.4. The responses described in clause 6.3 are not limited, and we may take any other action we reasonably deem appropriate.

7. Important note on intellectual property rights

7.1. Flat is the owner of the licensee of all intellectual property rights in the Service. These works are protected by copyright and other laws and treaties around the world. All such rights are reserved.

7.2. You shall not, except as may be allowed by any applicable law which is incapable of exclusion by Flat and except to the extent expressly permitted under these Terms of Service:

• a. attempt to copy, modify, duplicate, create derivative works of, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Service in any form or media or by any means; or
• b. attempt to decompile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Service; or
• c. access all or any part of the Service in order to build a product or service which competes with the Service, or any other Flat product or service; or
• d. use the Service to provide services to third parties other than those services expressly permitted by the functionality of the Service; or
• e. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the App or the Service available to any third party, or
• f. attempt to obtain, or assist third parties in obtaining, access to the Program or the Service other than as provided under this clause 7.

7.3. You acknowledge and agree that Flat shall not be responsible or liable for the deletion, correction, alteration, destruction, damage, loss, disclosure or failure to store any data.

8. User generated content

8.1. You confirm that any User Content you make available or create whilst using the Service will meet the Rules of Acceptable Use.

8.2. We do not claim ownership in your User Content. Instead, you grant us a worldwide, non-exclusive, royalty-free and perpetual licence to use, copy, reproduce, distribute, adapt, re-format, modify, publish, translate, licence, sub-licence, and exploit the User Content anywhere and in any form for the purpose of providing our Service (including allowing our users to view your User Content).

8.3. We do not check or moderate any User Content before it is added to the Service by users. We may later check, moderate, reject, refuse or delete any User Content if anybody objects to it, or we think that it breaks any of the Rules of Acceptable Use.

9. Notice and Takedown Policy

9.1. Any person may contact us by sending us an "Infringement Notice" if that person considers that the Service infringes their rights or fails to comply with clause 6 ("Acceptable Use"). The Infringement Notice should be sent either by post to Tutteo Limited, 9th Floor, 107 Cheapside, London, EC2V 6DN, United Kingdom or by email to abuse@flat.io. Please provide the information described below in the Infringement Notice:

• a. your name and contact details;
• b. a statement explaining in sufficient detail why you consider that the Service infringes your rights or fails to comply with our clause 6 ("Rules of Acceptable Use"); and
• c. a link to or such other means of identifying the problematic content or feature.

9.2. We will take the action that we believe is appropriate depending on the nature of the Infringement Notice and will aim respond to you within a reasonable period of time on the action we propose to take.

10. Confidential Information

10.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Terms of Service. A party's Confidential Information shall not be deemed to include information that:

• a. is or becomes publicly known other than through any act or omission of the receiving party;
• b. was in the other party's lawful possession before the disclosure;
• c. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
• d. is independently developed by the receiving party, which independent development can be shown by written evidence; or
• e. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

10.2. Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available for use for any purpose other than as needed to perform these Terms of Service.

10.3. Each party shall take all reasonable steps to ensure that the other party's Confidential Information to which it has access is not disclosed or distributed by it or its employees or agents in violation of these Terms of Service.

10.4. Each party shall take a back-up of its own Confidential Information and shall not be responsible to the other for any loss, destruction, alteration or disclosure of Confidential Information.

11. Price and Payment

11.1. You will pay the Fees. The License Fee is payable in advance. The Consumption Fees are payable at the end of the consumption month.

11.2. You will provide to Flat, up-to-date and complete credit or debit card details and you hereby authorise Flat to bill such credit or debit card for the Fees.

11.3. If Flat has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies available to Flat:

• a. Flat may, without liability to you, suspend or temporarily disable all or part of your access to the Service and Flat shall be under no obligation to provide any access to the Service, while the invoices remain unpaid; and
• b. Interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of Barclays Bank PLC at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.

11.4. You can ask us for details of your Service usage at any time.

11.5. All amounts and Fees stated or referred to in these Terms of Service:

• a. are payable in the currency specified by Flat; and
• b. are inclusive of value added tax ("VAT") unless otherwise expressly stated which shall be paid at the same time as payment of the Fees. Flat shall send you a VAT invoice if you request one.

11.6. Flat may increase the Fees upon giving you 30 days' notice in writing. If you are not happy with the increase in Fees, you may use any pre-paid but unused user licences, and can terminate these Terms of Service after you have used all such licences.

12. Support and Availability

12.1. Where you have paid for access to the Service, Flat shall use commercially reasonable endeavours to make the Service available with an uptime rate of 99.9%, except for:

• a. planned maintenance for which 24 hours' notice will be given; or
• b. unscheduled maintenance during normal business hours (UK time) or otherwise, for which Flat will use reasonable endeavours to give you advance notice.

12.2. Where you have paid The Pro Offer for access to the Service, Flat will, as part of the Service, use reasonable endeavours to provide a level of support that is appropriate to the nature of any issues requiring support during normal business hours (UK time). Support for Users using the Service for free will be provided entirely at Flat's option and discretion.

12.3. You acknowledge that your use of the Service may be dependent on access to various third party data sources. You agree that Flat is not responsible for the non-availability or interruption to the Service caused by any such non availability of any such third party data source.

13. Termination

13.1. If you fail to pay any sum due to Flat and such sum remains outstanding for a further 14 days following notice requiring such sum to be paid, Flat may terminate these Terms of Service immediately by notice and without any liability for Flat to you.

13.2. Flat may terminate these Terms of Service and your access to the Service with 30 days' notice in writing.

13.3. Flat may terminate these Terms of Service by notice with immediate effect, or such notice as Flat may elect to give, if you:

• a. are in breach of applicable law; or
• b. infringe Flat's intellectual property rights in the Service.

13.4. Either party may terminate the Terms of Service at any time on written notice to the other if the other:

• a. is in material or persistent breach of any of the Terms of Service and either that breach is incapable of remedy, or the other party fails to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach; or
• b. is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.

13.5. On termination of these Terms of Service for any reason all licences granted under these Terms of Service shall immediately terminate and your right to access and use the Service will end.

14. Limited Warranty

14.1. Flat undertakes to make the Service available as specified in clause 13.1. Otherwise, the Service is provided on an "AS IS" and "AS AVAILABLE" basis and Flat gives no representations, warranties, conditions or other terms of any kind in respect of the Service, whether express or implied, including, but not limited to, warranties of satisfactory quality, availability, merchantability fitness for a particular purpose or non-infringement.

14.2. Except as expressly and specifically provided for in these Terms of Service:

• a. You assume sole responsibility for results obtained from the use of the Service and for conclusions drawn or decisions taken from such use and you rely on the results obtained from the use of the Service at your own risk;
• b. All representations, warranties, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms of Service; and
• c. Flat will not be responsible for any interruptions, delays, failures or non-availability affecting the Service or the performance of the Service which are caused by third party services or errors or bugs in software, hardware or the internet on which Flat relies to provide the Service and you acknowledge that Flat does not control such third party services and that such errors and bugs are inherent in the use of such software, hardware and the Internet.

15. Flat's liability

15.1. Subject to clause 15.2, Flat will not be liable for any losses (whether direct or indirect) that result from Flat's failure to comply with these Terms of Service, tort (including negligence) or otherwise that fall into the following categories: loss of income or revenue; loss of business; loss of profits; loss of anticipated savings; loss of data; waste of management or office time; or any indirect, consequential or special damages, costs or expenses.

15.2. Nothing in these Terms of Service excludes or limits Flat's liability for death or personal injury caused by Flat's negligence or for fraud or fraudulent misrepresentation.

15.3. Flat's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of these Terms of Service shall in all circumstances be limited to the Fees actually paid by you in the 6 months prior to the event giving rise to the claim or, in the case of an event during a Trial giving rise to a claim, £1.

16. Written communications

Applicable laws may require that some of the information or communications Flat sends to you should be in writing. When using the Service, you accept that communication with Flat will be mainly electronic. Flat will contact you by e-mail or provide you with information by posting notices on the Service. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that Flat provides to you electronically comply with any legal requirement that such communications be in writing.

17. Notices

All notices given by you to Flat must be given to embed@flat.io. Flat may give notice to you at either the e-mail or postal address you provide to Flat, or any other way Flat deems appropriate. Notice will be deemed received and properly served immediately when posted on the Service or 24 hours after an e-mail is sent or 3 days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.

18. Transfer of rights and obligations

You may not transfer, assign, charge or otherwise deal in these Terms of Service, or any of your rights or obligations arising under these Terms of Service, without Flat's prior written consent.

19. Events outside Flat's control

No party shall be liable to the other for any delay or non-performance of its obligations under these Terms of Service arising from any cause beyond its control including, without limitation, any of the following: telecommunications failure, inrnet failure, act of God, governmental act, war, fire, flood, explosion or civil commotion.

20. Waiver

No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.

21. Severability

If any provision of these Terms of Service is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.

22. Flat's right to vary these Terms of Service

22.1. Flat has the right to revise and amend these Terms of Service from time to time to reflect changes in the Service or market conditions affecting Flat's business.

22.2. You will be subject to the Terms of Service in force at the time that you make use of the Service, or if Flat notifies you of changes to these Terms of Service and you continue to use the Service you will be subject to those changes.

22.3. Flat will use reasonable endeavours to notify you of any material changes to these Terms of Service by email or by the placement of a notice on the Service.

23. Third party rights

A person who is not a party to these Terms of Service shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.

24. Law and jurisdiction

These Terms of Service shall be governed by and construed in accordance with English law and each party hereby submits to the exclusive jurisdiction of the English courts.