Terms of Service Agreement

Thank you for using CreateMQA.io (the “Website”). Please read the following Terms of Service (the “Terms of Service”) before using the Website which is operated by MQA Limited (“MQA”, “We”, “Our”) with company number 09123512 and VAT number GB213564331, whose registered office is at The Broadgate Tower, Third Floor, 20 Primrose Street, London, EC2A 2RS, UK (“MQA”, “we”, “our”).Conditions described under these “Terms of Service” governs Your access to the CreateMQA.io Website and all use of the product, software, content, features, and services available through or at the website, hereinafter referred to as the MQA Encoding Service (“MES”). It is of high importance that You are aware of, read, and understand the following terms prior to accessing and using services provided by MQA Ltd.By choosing to use the MES, You are agreeing to the complete application of the following Terms of Service and complying with other policies and guidelines, referenced under this Terms of Service agreement. If You cannot agree to all terms and conditions featured in these Terms of Service, You must discontinue using the MES. Additionally, You must be eligible to use our service and therefore 1) be over 13 years of age and 2) be allowed to enter into a legally binding contract by law in Your country.The service provided by the MES is globally available. Please make sure that Your use of the MES is legal in Your country. The service is only available in English.

By agreeing and complying with these Terms of Service and the governing law, You may access and use the service provided by MQA.We expect You to use the MES responsibly with high degree of consideration and professionalism towards all parties. You must not misuse any part of the service, content, or other features, provided to You as part of the service by MQA. You must adhere to Your Responsibilities and the Acceptable Use terms.

You, as the end user of the MES, are the legal owner and will retain all rights and ownership on the content You provide us (data, files, and other content). No ownership claims will be presented by MQA regarding Your content.However, to operate the MES, we must attain some degree of licensing regarding Your content. By uploading Your content to the MES, You will grant MQA a non-exclusive, worldwide, royalty-free, non-transferable licence to use and modify Your content. This licence will only be used limitedly to perform and refine our service and underlying technologies. For example, MQA must be allowed to preview, modify and copy Your content in terms of providing the MES to You.We will only use, preview, listen, or otherwise access Your content when reasonably necessary, for example to perform our services, supporting requests, preventing fraud, or solving e.g. security, technical, or similar issues.Any unauthorised use of copyright protected material within Your Content (including by way of reproduction, distribution, modification, adaptation, public display, public performance, preparation of derivative works, making available, or otherwise communicating to the public via the MES) may constitute an infringement of third-party rights and is strictly prohibited. Any such infringements may result in termination of Your access to the MES. It may also result in civil litigation or criminal prosecution by or on behalf of the relevant rights holder.

By using the MES, You agree to pay all fees applicable to Your chosen requests for encoding or any service pricing plan. Outside of the UK, MQA is not responsible for any applicable taxes or third-party fees or additional fees, connected with Your use of the MES.With the per-track encoding payment, funds will be deducted at the point the encoded track is presented to you for downloading. That is, after a successful encode of your uploaded audio has completed.For any service pricing plans on a monthly basis payment will be taken as the start of each month.Credit card payments will be processed automatically through an authorised third-party host with payment information provided by You. MQA will not host or collect any credit card data. However, Your browser may autofill the payment options outside the control of the MES. We reserve the right to change card services provider without notice.MQA may in its sole discretion make some or all of the MES available to You on a trial basis, free of charge using voucher codes, or at a promotional rate, until the end of the trial period (“Promotional Offer”). Unless a Promotional Offer is advertised as available to past or current customers to the MES, Promotional Offers are only available to new customers. You may not create duplicate user accounts in an attempt to circumvent paying any fees due and payable for Your continued access to the MES. MQA reserves the right to suspend Your access to the MES if reasonably necessary to prevent harm to anyone, with such notice as may be reasonable in the context of the prospective harm.

As a registered user of the MES, You have the right to use the encoding service from MQA, according to the chosen service pricing plan or as a credit card payment per encoded track. In addition, You have the right to cancel any monthly or annual subscription plan freely. The billing cycle will be disrupted upon cancellation of the service during the target month.All service plan payments to MQA are non-refundable and no refunds or credits will be made for incomplete use of a service pricing plan or a monthly or annual subscription.If your audio does not encode, the payment card that was originally used will not be charged.If you have a payment query, you should first reach out to the Create MQA support via createmqa.io/contact. If the results of that discussion mean a refund is in order, that refund process could take up to 30 days for the cancelled payment to re-appear on your statement.

You will ensure that Your contact information provided in connection with Your account remains accurate and up to date. You will secure against unauthorised dissemination of any credentials used to access the MES. You agree that You are responsible for all use of such credentials and any breach or violation of these Terms of Service by any of Your employees or contractors will be treated as though You had engaged in such breach or violation Yourself.You will accept all applicable laws and regulations, and You will only use the MES for lawful purposes.Further, You shall not, and shall ensure that authorised users do not:

1. perform any activity that is unlawful;
2. cause any harm or interfere with any use of the MES, or the network, systems, or facilities used to provide the MES;
3. attempt to circumvent any security, limitations, or account management system used on or with the MES;
4. modify, adapt, translate, reverse engineer, decompile, disassemble, or derive trade secrets or know-how from the MES (or any portion thereof);
5. use any robot, spider, site search/retrieval application, or other manual or automatic device to retrieve, index, “scrape,” “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the MES;
6. use the MES as the basis for developing a competitive solution (or contract with a third-party to do so);
7. record or monitor communications without obtaining all consents if and as required under applicable law;
8. suggest or imply MQA’s endorsement of Your or third-party material without MQA’s prior written consent; or
9. encourage others to do anything that would violate these Terms of Service.

You may not use the MES:

1. in a manner that violates any local, state, federal, or foreign law or regulation, including, but not limited to, export control laws and regulations;
2. in a fraudulent manner, including without limitation to obtain information under false pretences;
3. to disguise or hide Your personal details;
4. to harm minors in any way, including but not limited to, processing, transmitting, or knowingly uploading or downloading material that is unlawful, including child pornography;
5. to process test vectors of any guise or format;
6. for purposes of competitive evaluation;
7. in a manner that negatively impacts the availability, reliability, or stability of the MES; or
8. in a manner not authorised by MQA Ltd.

You may not use the MES to process or transmit any material or content that:

1. is pornographic or obscene;
2. is libellous, defamatory, malicious, degrading, harmful towards any person or entity;
3. is discriminatory or prejudicial towards anyone, whether based on age, gender, race, ethnicity, national origin, religion, sexual orientation, disability, or any other protected characteristic;
4. incites violence against any person or entity; or
5. contains viruses, Trojan horses, spyware, worms or any other malicious, harmful, or deleterious programs.

If You become aware of any breach of the foregoing, You will immediately email MQA using info@createMQA.io and remedy the situation, including, if necessary, by limiting, suspending, or terminating any relevant users’ access to the MES.

MQA does not guarantee and shall have no liability for any downtime of the MES, including without limitation, any downtime caused by failures of or maintenance of MQA’s own, hired, or public Internet arterial hosts, backbones, networks, or servers, caused by any failures of MES users’ own equipment, systems, or local access services, or interruptions in any local area Internet services, hosts, or servers.

The MES, including, without limitation, the Website and all its content and services accessed via the Website, are provided on an “as is” and “as available” basis for Your use, without warranties of any kind, express or implied, including without limitation the warranties of merchantability, fitness for a particular purpose, title, non-infringement, and those arising from course of dealing or usage of trade. MQA does not warrant that You will be able to access or use the service at the times or locations of Your choosing; that the service will be uninterrupted or error-free; those defects will be corrected; or that the MES is free of viruses or other harmful factors of components.

The MES includes all updates to the MES made generally available by MQA without additional charge. MQA may charge additional fees for new products, features, and services, and You may choose whether or not to purchase them at Your sole discretion. MQA may modify or remove the MES (including, without limitation, by changing the user interface of the MES or removing certain features of the MES) from time to time without prior notice to You.

MQA shall not be liable to You for any indirect, incidental, consequential, special, punitive or other similar damages, including but not limited to: loss of revenues, lost profits, lost data or business interruption or other intangible losses (however such losses are qualified), arising out of or relating in any way to these Terms of Service or the MES itself, whether based on contract, tort of any other legal theory, and whether or not MQA has been advised of the possibility of such damages.MQA shall not be liable to You for more than the amount You have paid to MQA in accordance with these Terms of Service in the six (6) months immediately preceding the date on which You first assert a claim. You acknowledge and agree that if You have not paid anything to MQA during such time period, Your sole remedy (and MQA’s exclusive liability) for any dispute with MQA is to discontinue using the MES and to cancel Your user account.In particular, nothing in these Terms of Service shall affect the statutory rights of any consumer or exclude or restrict any liability for death or personal injury arising from any negligence or fraud of MQA.Any claim or cause of action arising out of — or related to — Your use of the MES must be notified to MQA at once in writing.

You agree to indemnify, defend, and hold MQA, its affiliates, employees, shareholders, agents, and assignees harmless from any claim, demand, damages, obligations, expenses, or other losses, including reasonable attorneys’ fees asserted by any third-party, resulting from or arising out of Your use of the MES, or any breach by You of these Terms of Service. However, the foregoing does not apply if the infringement of rights is not attributable to Your intentional or negligent behaviour.

You are free to discontinue using the MES provided by MQA whenever You choose to do so. However, You will be held responsible for any and all outstanding fees, Your service subscription and the termination of Your user account.If MQA terminates these Terms of Service for reasons other than for cause, then reasonable efforts will be made in order to notify You at least 30 days prior to the termination via the email address You provided to us. MQA may terminate these Terms of Service and deny access to our service whenever, if:

1. any provision of this Terms of Service is offended or terms are not intended to, or being unable to comply with;
2. Your service subscription fees are not paid on time, if any;
3. we are required by law to do so e.g. the provision of the MES in Your region becomes unlawful or impractical due to change in law or legislation.

These Terms of Service may be modified or revised if necessary. The MES may be discontinued, partly or wholly (including but not limited to any features or properties) at any time without any liabilities to users or anybody else. Notifications related to significant changes that apply to the MES, e.g. due to changes in law and legislation, will be posted on the MQA website. Such modifications to these terms will come into effect immediately and will therefore bind all users of the MES. By carrying on using the MES, You will automatically agree to be bound by the revised Terms of Service.

If a dispute arises between You and MQA, we advise You to first contact us directly to resolve possible issues through our customer support team at info@createMQA.io Except where otherwise required by the mandatory law of any member state of the European Union or the United States;

1. this Terms of Service agreement is subject to the laws of England, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and excluding the principles of conflict of laws (international private law); and
2. You hereby acknowledge and agree, and MQA agrees, that any claim or dispute You may have against MQA in connection with the Terms of Service agreement, must be resolved exclusively by a court located in England.
3. The foregoing provisions of this Dispute resolution and Applicable Law section do not apply to any claim in which MQA seeks equitable relief of any kind. You acknowledge that in the event of a breach of these Terms of Service by MQA or any third party, the damage or harm, if any, caused to You will not entitle You to seek injunctive or other equitable relief against MQA, including Your content related issues, and Your sole remedy shall be for monetary damages, subject to the Limitations of Liability set forth in this Terms of Service.

Terms of Service updated September 2022