Effective Date: November 1, 2017
Please read through this entire Agreement, to make sure you understand how you may use the Drum Site.
1. We ask that you be of legal age to use Drum.
You may use the Drum Site only if you can form a binding contract. You may use the Drum Site only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Drum Site by anyone under 13 is strictly prohibited and in violation of this Agreement. The Drum Site is not available to any Users previously removed from the Drum Site by Drum, for any reason.
2. We are granting you a license to use the Drum Site. Otherwise, we will retain ownership of all portions of the Drum Site.
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Drum Site as permitted by the features of the Drum Site. The Drum Site includes graphics, text, music, audio clips, videos, and other content provided by Drum and our third-party service providers. You acknowledge that you do not obtain any ownership of such content. You may use such content only for private, noncommercial purposes and solely to the extent permitted by the functionality of the Drum Site. Drum may terminate this license at any time for any reason or no reason. Drum reserves all rights not expressly granted herein in the Drum Site and the Drum Content (as defined below).
3. When you sign up to use Drum, you will open an account. We ask that you follow the basic guidelines provided below when using your account.
Your Drum account gives you access to the services and functionality that we may establish and maintain from time to time, in our sole discretion. We may maintain different types of accounts for different types of Users. You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information, and you must keep this information up to date and current. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify Drum immediately of any breach of security or unauthorised use of your account. Drum will not be liable for any losses caused by any unauthorised use of your account.
4. Please do not do harmful or illegal things on the Drum Site. We describe some of the things you may not do below.
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Drum Site in any medium, including without limitation by any automated or non-automated “scraping”; (ii) deciphering, decompiling, disassembling, reverse engineering or otherwise attempting to derive any source code or underlying ideas or algorithms of any part of the Drum Site; (iii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc.; (iv) transmitting spam, chain letters, or other unsolicited email; (v) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Drum Site; (vi) uploading invalid data, viruses, worms, or other software agents through the Drum Site; (vii) collecting or harvesting any personally identifiable information, including account names, from the Drum Site; (viii) using the Drum Site for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity, or creating a username that is vulgar or obscene (as determined in Drum’s sole discretion); (x) interfering with the proper working of the Drum Site; (xi) accessing any content on the Drum Site through any technology or means other than those provided or authorized by the Drum Site; or (xii) bypassing the measures we may use to prevent or restrict access to the Drum Site, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Drum Site or the content therein.
We may, without prior notice, change the Drum Site; stop providing the Drum Site or features of the Drum Site, to you or to Users generally; or create usage limits for the Drum Site. We may permanently or temporarily terminate or suspend your access to the Drum Site without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you will continue to be bound by this Agreement.
5. When you use Drum, you will be able to upload and save your content (such as contracts and images for your projects). You will own all of that content. We ask that you do not upload anything illegal, offensive or that you are otherwise not permitted to upload.
The Drum Site allows Users to upload, post or share content such as profile information, text, images, contracts, specifications, pdf's, comments, feedback, and other content or information (any such materials a User submits, posts, displays, or otherwise makes available on the Drum Site is referred to as “User Content”). We claim no ownership rights over User Content created or made available by you. Drum has the right (but not the obligation) in its sole discretion to modify, reject, or remove any User Content that is submitted to or shared via the Drum Site, without liability or obligation to you. Drum shall not be liable for any loss of User Content or other data made available to the Drum Site.
Posting or otherwise providing to the Drum Site or any other User any harmful, obscene, or otherwise objectionable User Content (as determined by Drum in its sole discretion) is strictly prohibited. Without limiting the foregoing, you agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury to you, or to any other person; (ii) may create a risk of any other loss or damage to any person or property; (iii) may constitute or contribute to a crime or tort; (iv) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libellous, threatening, profane, obscene, or otherwise objectionable; (v) contains any information or content that is illegal; (vi) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (vii) contains any information or content that you know is not correct and current. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
Drum takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts, sends, or otherwise makes available over the Drum Site. You acknowledge that your User Content may contain metadata or other information that may be accessible to anyone with access to your User Content.
6. By posting to Drum, you grant Drum a license to use your content in order to better your experience at Drum.
By posting, uploading, sharing, or otherwise making available any User Content on or through the Drum Site, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Drum a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Drum Site and Drum’s (and its successors’ and affiliates’) business.
7. We own all of the Drum Site, other than any of the content you upload. Please do not modify or otherwise sell or distribute any of the Drum Site to others.
Except for your User Content, the Drum Site and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “Drum Projects Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Drum and its licensors (including other Users who post User Content to the Drum Site). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, download, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Drum Projects Content. Use of the Drum Projects Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
8. We want to hear from you how we can improve your Drum experience.
You may choose to or we may invite you to submit comments or ideas about the Drum Site, including without limitation about how to improve the Drum Site or our products (“Ideas”). By submitting any Idea, you agree that your disclosure will not place Drum under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Drum does not waive any rights to use similar or related ideas previously known to Drum, or developed by its employees, or obtained from sources other than you.
9. When you sign up for Drum, you will be provided with a free trial with limitations, where you can use Drum without paying. For extra features, we charge a monthly or annual fee for using Drum.
Drum may add new services for additional fees and charges, or add or amend fees and charges for existing services, at any time in its sole discretion. Any change to Drum’s pricing or payment terms shall become effective in the billing cycle following notice of such change to you as provided in this Agreement.
You may cancel your Drum account at any time; however, there are no refunds for cancellation. In the event that Drum suspends or terminates your account or this Agreement for your breach of this Agreement, you understand and agree that you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of the Drum Site, any content or data associated with your account, or for anything else.
All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Drum Site must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction with the Drum Site at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.
11. Security is also really important to us at Drum, and we are taking steps to protect your content from breach. But security breaches do happen.
Drum cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorised third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
13. In the event that you’re not using Drum as we are asking you to, you may need to indemnify Drum for any damages that result from your use.
You agree to defend, indemnify and hold harmless Drum and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Drum Site, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) your User Content or any that is submitted via your account; or (vi) any other party’s access and use of the Drum Site with your unique username, password or other appropriate security code.
14. We do everything we can at Drum to make sure Drum functions properly, but we cannot promise that it will function perfectly at all times.
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Drum OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, DRUM, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.
DRUM DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE Drum SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND Drum WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW EXCLUSIONS AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
15. In the event that there is a dispute between us (and we really hope there never is), Drum will only be liable to you for your direct damages up to a certain amount.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Drum, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL DRUM BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Drum ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL DRUM, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO Drum HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE DATE THE LAST CAUSE OF ACTION AROSE, OR $20.00, WHICHEVER IS GREATER.THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF DRUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
The Drum Site is controlled and operated from facilities in Australia. Drum makes no representations that the Drum Site is appropriate or available for use in other locations. Those who access or use the Drum Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable Australian and local laws and regulations, including but not limited to export and import regulations. You may not use the Drum Site if you are a resident of a country embargoed by Australia, or are a foreign person or entity blocked or denied by the Australian government. Unless otherwise explicitly stated, all materials found on the Drum Site are solely directed to individuals, companies, or other entities located in Australia.
16. In the event of a dispute (and we really hope there never is), Drum will arbitrate the dispute in Australia.
You agree that: (i) the Drum Site shall be deemed solely based in Australia; and (ii) the Drum Site shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Australia. This Agreement shall be governed by the internal substantive laws of Australia, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. You agree to submit to the personal jurisdiction of the courts located in Australia for any actions for which we retain the right 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 our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, including any provisional relief required to prevent irreparable harm. You agree that Australia is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND Drum ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
17. Sometimes Drum may change this Agreement. We will try to let you know as soon as we do.
18. Here is some more information you should know.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Drum without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. This Agreement, together with any amendments and any additional agreements you may enter into with Drum in connection with the Drum Site, shall constitute the entire agreement between you and Drum Projects concerning the Drum Site. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Drum’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
19. We want to hear from you!
Please contact us at firstname.lastname@example.org with any questions regarding this Agreement.