Welcome to Composure.site and Composure, Inc (collectively “Composure”), and Our website is located at www.composure.site (the “Site”) and our soundscape services are accessible via the Site. The Site and our services are collectively called the “Services.” Please read these Terms of Service (the “TOS”) carefully because they govern your use of our Services.
Agreement to Terms
By using our Services, you agree to be bound by these TOS. Unless and until you affirmatively agree to be bound by these Terms, you are not authorized by Composure to use any of our Services.
Changes to Terms or Services
We may modify the TOS at any time (the “modified TOS”), in our sole discretion, and we may do so without prior notice. The modified TOS shall be posted on the Site and/or through other communications, including but not limited to, email. You acknowledge that it is incumbent upon you, and each user, to independently review the Modified TOS and you agree that you are bound by the Modified TOS on the Site. Unless and until you affirmatively acknowledge to be bound by the modified TOS, then you are no longer authorized to use the Services. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
Under these TOS, Composure provides you the right to opt-out of the “Arbitration” section below. You will have 30 days of the date you first agree to these TOS to opt-out by following the opt-out procedure specified in the “Arbitration” section below, and except for certain types of disputes described in the “Arbitration“ section below, you agree that disputes between you and Composure will be resolved by binding, individual arbitration and unless you opt-out by following the opt-out procedure specified in the “Arbitration” Section below, YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY and your right to participate as a plaintiff or class member in any purported class action or representative proceeding.
This is an important decision which should be made with individual consideration.
You may use the Services if you are 18 years or older and are not barred from using the Services under applicable law, including the laws of your home state. To make a purchase via the Services (described in the Section titled “Purchases” below), you must be 18 years or older and capable of forming a binding contract.
Registration and Your Information
If you want to use certain features of the Services you’ll have to apply to create an account (“Account”). Composure shall have the authority to either accept or deny your application and we can deny your application for any reason at all without notifying you of the reason. You can apply on the Site.
It’s important that you provide us with accurate, complete, and up-to-date information for your Account and you agree to update such information, as needed, to keep it accurate, complete, and up-to-date. Failure to maintain updated information shall result in the suspension or termination of the Account. You agree that you will not disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You and each individual user of the Site are responsible for all activities that occur under their Account, whether or not you are aware of the unauthorized activities.
Using the Services
Among the Services, users can select from a variety of options to create customized soundscapes.
You understand and agree that the Services and any other information you learn from Composure are not intended, designed, or implied to diagnose, prevent, or treat any condition or disease, to ascertain the state of your health, or to be a substitute for professional medical care. You acknowledge that Composure is not a health provider and You acknowledge that not all of the activities described in the Site, the TOS herein, or the Services available on the Site are suitable for everyone. You agree to only use the Services in an authorized and safe manner and you understand and agree that you are solely responsible for your use of the Services.
Composure offers certain features of the Services which you can purchase as a monthly or yearly subscription (“Subscription”). A description of features associated with Subscriptions is available via the Site. When you purchase a Subscription or other Service or Product (each, a “Transaction”), we may ask you to supply additional information relevant to your Transaction, such as your credit card number, the expiration date of your credit card, and your address(es) for billing and delivery (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. The amounts due and payable by you for a Transaction through the Services will be presented to you before you place your order. If you choose to initiate a Transaction via the Services, you authorize us to provide your Payment Information to third-party service providers so we can complete your Transaction and agree (a) to pay the applicable fees and any taxes; (b) that our Merchant of Record, Bright Market LLC, dba FastSpring Limited, may charge your credit card or third party payment processing account on Composure’s behalf, for verification, pre-authorization, and payment purposes; and (c) to bear any additional charges, bank or other financial service provider may levy on you as well as any taxes or fees that may apply to your order. You’ll receive a confirmation email after we confirm the payment for your order. Your order is not binding on Composure until accepted and confirmed by Composure. All payments made are non-refundable and non-transferable except as expressly provided in these TOS.
If you have any concerns or objections regarding charges, you agree to raise them with us first and you agree not to cancel or reject any credit card or third party payment processing charges unless you have made a reasonable attempt at resolving the matter directly with Composure.
Composure reserves the right to not process or to cancel your order in certain circumstances, for example, if your credit card is declined, if we suspect the request or order is fraudulent, or in other circumstances Composure deems appropriate in its sole discretion. Composure also reserves the right, in its sole discretion, to take steps to verify your identity in connection with your order. You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). Composure will either not charge you or refund the charges for orders that we do not process or cancel.
All amounts are payable and charged: For monthly or yearly subscriptions, at the beginning of the subscription and, because each such subscription renews automatically for an additional period equal in length to the expiring subscription term until you cancel it, at the time of each renewal until you cancel, using the Payment Information you have provided. You must cancel your monthly or yearly Subscription before it renews to avoid the billing of the fees for the next Subscription period. You can cancel the renewal of your subscription at any time by contacting us by email at email@example.com. You will not receive a refund for the fees you already paid for your current subscription period and you will continue to receive the Services ordered until the end of your current Subscription period.
Composure reserves the right to change its pricing TOS for subscriptions and/or any other offered purchases at any time and Composure agrees to notify you via the Site in advance of such changes becoming effective. Changes to the pricing TOS will not apply retroactively and will only apply for items purchased after such changed pricing TOS have been communicated to the public. If you do not agree with the changes to Composure’s pricing TOS then you may choose not to make any purchases or renewals in accordance with the section “Subscriptions Automatically Renew Until You Cancel & How to Cancel Your Subscription.”
You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Composure regarding future functionality or features.
Composure requests and welcomes feedback, comments, and suggestions to help make improvements to the Site, Services, or Products (“Feedback”). You can submit Feedback through our website (www.composure.site), through our Apps Platform (apps.composure.site), or by emailing us at firstname.lastname@example.org.
Regarding any feedback that you send to Composure, you hereby grant to Composure a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable, and transferable license under any and all intellectual property rights that you own or control, to use, copy, modify, use to create derivative works and otherwise exploit the Feedback for any purpose.
Content and Content Rights
For purposes of these TOS, “Content” means both (i) text, graphics, images, music, software, audio, video, works of authorship of any kind, and information, and (ii) User Content, which is defined as the personalized “Molecule(s)” and/or “Organism(s)” that are compiled using Composure’s wholly-owned Content.
Content Ownership – You acknowledge and agree that Composure is the owner, licensee, and 100% rights-holder in both Content and User Content (and acknowledge and agree that all User Content is actually derived from Content), and you further acknowledge and agree that by Composure agreeing to display your User Content, and by your making the User Content available through the Site and/or Services, in the event that a Court of Competent Jurisdiction finds that you hold any intellectual property rights, including but not limited to Copyright in any User Content, you hereby grant to Composure a free, non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform, and otherwise exploit in any manner and distribute your User Content in connection with operating and providing the Services and Content to you and to other users.
Rights Granted by Composure
Subject to your compliance with these TOS, Composure grants you a limited, non-exclusive, non-transferable, non-sublicensable license to view, display and make audible the Content solely in connection with your permitted uses of the Services and solely for your personal and non-commercial purposes which is limited to use on the site. You agree and acknowledge that you do not have any right to use the Services in any manner where the Content or User Content has been removed from the Site and displayed, viewed, or made audible on any platform without the support of the Site, and that such a use shall be deemed an intentional infringement of Composure’s rights, including but not limited, to their rights under the United States Copyright Act.
TOS In addition, and subject to your compliance with these TOS, Composure grants you a limited non-exclusive, non-transferable, non-sublicensable license to log in to Composure’s web app platform for your own personal, non-commercial, or clearly specified professional purposes. Composure reserves all rights in and to the web apps not expressly granted to you under these TOS. Except as expressly permitted in these TOS, you may not: (i) copy, modify or create derivative works based on the web apps; (ii) distribute, transfer, sublicense, lease, lend or rent the web apps to any third party; (iii) reverse engineer, decompile or disassemble the web apps; or (iv) make the functionality of the web apps available to multiple users through any means.
The following activities are prohibited on the Site:
Users are expected to follow standards of decency for our community and shall not violate community rules. Composure reserves the right to review, remove, and/or edit any Content submitted by Users. We have the right to do so for the purpose of operating the Services, to ensure compliance with these TOS, and to comply with applicable law or other legal requirements. We reserve the right but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these TOS. We have the right to investigate violations of these TOS or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
Links to Third-Party Websites or Resources
You acknowledge that you have the sole responsibility for and assume all risk arising from, your use of any third-party websites or resources. If any third-party websites or resources are mentioned on Composure’s Site, you acknowledge that they are posted solely for your convenience and agree that Composure is not responsible for the content, products, or services on any third-party website.
We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account by sending an email to us at email@example.com. or by visiting your Account Profile page at apps.composure.site, clicking the “Manage” button next to “Your Subscription” then selecting the “Cancel Subscription” on the Subscription Information page. Upon any termination, discontinuation, or cancellation of Services or your Account, all provisions of these TOS which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions. TOS
The Services, Products, and Content are provided “as is,” without warranty of any kind. Without limiting the foregoing, we explicitly disclaim any warranties of merchantability, fitness for a particular purpose, quiet enjoyment or non-infringement, and any warranties arising out of course of dealing or usage of trade.
We make no warranty that the Services or Products will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of any Content.
You will defend, indemnify and hold harmless Composure and its officers, directors, employee, and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Services or Content or (ii) your violation of these TOS.
Limitation of Liability
Neither Composure nor any other party involved in creating, producing, or delivering the Services, Products, or Content will be liable for any incidental, special, exemplary, or consequential damages, including, but not limited to, lost profits, loss of data, or goodwill, service interruption, computer damage or system failure or the cost of substitute Services or Products arising out of or in connection with these TOS or from the use of or inability to use the Services, Products or Content, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Composure has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.
In no event will Composure’s total liability arising out of or in connection with these TOS or from the use of or inability to use the Services, Products or Content exceed the amounts you have paid to Composure for use of the Services, Products or Content or fifty dollars ($50), if you have not had any payment obligations to Composure, as applicable. The exclusion and limitations of damages set forth above are fundamental elements of the basis of the bargain between Composure and you.
These TOS and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions.
Agreement to Arbitrate
You and Composure agree that any dispute, claim or controversy arising out of or relating to these TOS or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services, Products or Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”).
Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide Composure with written notice of your desire to do so by email at firstname.lastname@example.org within thirty (30) days following the date you first agree to these TOS ( “Arbitration Opt-out Notice”). If you don’t provide Composure with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above.
The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide Composure with an Arbitration Opt-out Notice, will be the state and federal courts located in the Southern District of New York and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide Composure with an Arbitration Opt-out Notice, you acknowledge and agree that you and Composure are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding.
Further, Composure agrees in writing, the arbitrator may not consolidate claims brought by another user with your claims unless agreed to in writing by Composure, and may not otherwise preside over any form of any class or representative proceeding… Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these TOS.
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at https://www.adr.org/sites/default/files/Consumer_Rules_Web_1med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration form and a separate form for Demand for Arbitration for California residents.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure
Unless you and Composure otherwise agree, the arbitration will be conducted in the NEW YORK county, STATE OF NEW YORK, or if agreeable to all sides as well as AAA, online If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Composure submit to the arbitrator unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the TOS of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Composure will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.
Notwithstanding the provisions of the “Modification” section above, if Composure changes this “Dispute Resolution” section after the date you first accepted these TOS (or accepted any subsequent changes to these TOS), you may reject any such change by sending us written notice (including by email to email@example.com) or your opt-out to Arbitration within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Composure’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Composure in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these TOS (or accepted any subsequent changes to these TOS).
These TOS constitute the entire and exclusive understanding and agreement between Composure and you regarding the Services, Products, and Content. These TOS supersede and replace any and all prior oral or written understandings or agreements between Composure and you regarding the Services, Products, and Content. If any provision of these TOS is held invalid or unenforceable, either by an arbitrator appointed pursuant to the TOS of the “Arbitration” section above or by court of competent jurisdiction, such provision will be enforced to the maximum extent permissible and the other provisions of these TOS will remain in full force and effect.
Composure may freely assign or transfer these TOS without restriction, however, user’s may not assign or transfer these TOS. Subject to the foregoing, these TOS will bind and inure to the benefit of the parties, their successors, and permitted assigns.
Any notices or other communications provided by Composure under these TOS, including those regarding modifications to these TOS, will be given: (i) by Composure via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Composure’s failure to enforce any right or provision of these TOS will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Composure. Except as expressly set forth in these TOS, the exercise by either party of any of its remedies under these TOS will be without prejudice to its other remedies under these TOS or otherwise.
If you have any questions about these TOS or the Services or Products, please contact Composure at firstname.lastname@example.org.
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