The Focus@Will Terms of Service (“Terms of Service“) is a legally binding agreement between you (“you” and “your”) and Dulcetta, Inc., a Delaware corporation (dba “Focus@Will” and FocusAtWill) (“Focus@Will“,”we“, “our“).
The Terms of Service apply to Your use of the Focus@Will Service and Content (as each are defined below). As used herein, Focus@Will refers to Dulcetta Inc. and its divisions, subsidiaries, successors, parent companies, and its directors, officers, employees, partners, principals, agents and representatives.
Description of the Focus@Will Service
The “Focus@Will Service” means the phase sequencing audio programming technology that delivers concentration and focus/attention enhancing services. The service is accessible via a web browser, mobile application or API that is integrated into 3rd party technology. It may include both a free ad-supported service, and a subscription service (“Subscription Service”) (the foregoing, collectively the “Service” or “Focus@Will Service”). Streamed and/or cached tracks shall collectively be referred to as “Content”.
The Subscription Service is available for individual use, as a business public play solution or as an enterprise solution. An Individual use license entitles you to personal use of the service and Content, only. A Business Public Play license entitles you to publicly perform and share the service and Content over loudspeakers at only the location indicated by you when you sign up for the service, and for no more than fifty (50) concurrent users. If you wish to obtain a Business Solution license for more than a single location or more than fifty (50) concurrent users, contact us at firstname.lastname@example.org for licensing details. An Enterprise use license entitles the purchasing company’s employees individual use of the service and Content only.
Usage Rules and Security
You understand and agree that Your use of the Content is limited by certain usage licensing rules established by Focus@Will and/or the owners of the Content (“Content Owners”) and/or third party licensors and will govern Your rights with respect to that Content as set forth herein (“Usage Rules”), including, without limitation:
- The use of the Content and access to the Focus@Will Service is subject to Your prior acceptance of the terms of this Agreement.
- The Content and Focus@Will Service may be used solely its intended purpose.
- Unless otherwise expressly authorized in this Agreement, any reproduction, redistribution, transmission, sale, broadcast, public performance, sharing, rental or lending, adaptation, sub-license, modification, promotion, commercial use, sale, transfer, assignment or other use of the Content provided through the Focus@Will Service is a violation of copyright law and is expressly prohibited.
You understand and agree that the Focus@Will Service, and products accessed through the Focus@Will Service, such as Content, are provided by way of license only, include a security framework using technology that is designed to protect digital content information and may limit Your access and use of Content and Focus@Will Service according to the Usage Rules and terms of this Agreement.
You agree not to violate, or attempt to violate, the Usage Rules, any security components of the Focus@Will Service or Content or security technology or software. You agree not to, nor attempt to, nor encourage or assist a third party to or to attempt to, violate, circumvent, modify, reverse-engineer, decompile, disassemble, or otherwise tamper with any of the security components used to administer the Focus@Will Service or related to such Usage Rules for any reason whatsoever or interfere with, remove or alter any rights management information in relation to the Content. You agree to abide by the rules and policies established from time to time by Focus@Will. Such rules and policies will be applied generally in a nondiscriminatory manner to users of the Focus@Will Service and software, and may include, for example, required or automated updates, modifications, and/or reinstallations of the software and obtaining available patches to address security, interoperability, and/or performance issues.
You agree that Your use of the Focus@Will Service, Your streaming of Content and use of information related to the Content constitutes Your acceptance of and agreement to use such Content solely in accordance with the applicable Usage Rules, and that any other use of the Content or the Focus@Will Service will constitute a breach of this Agreement and may constitute a violation of law, including copyright infringement. Any security technology, as applicable, is an included as part of the Content and the Focus@Will Service.
You warrant represent and undertake that You will not use the Focus@Will Service including any Content:
- to violate or infringe anyone’s intellectual property rights;
- in any way that may damage the reputation of Focus@Will;
- to forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Focus@Will Service;
- to attempt to gain unauthorized access to, interfere with or disrupt the Focus@Will Service or servers or networks connected to the Focus@Will Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Focus@Will Service;
- to intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
- change or manipulate any Content or data associated therewith, or any part of the Focus@Will Service, other than as expressly permitted herein, harvest, collect, or store personal data about other users in connection with the prohibited conduct and activities set forth herein.
- In using the Focus@Will Service and Content You agree to comply with any applicable local, state, national or international law, and any regulations having the force of law.
- You will not access or use the Focus@Will Service by any means other than as provided by Focus@Will, will not make any automated use of the Focus@Will Service (such as through scripts, data mining, robots, screen scraping, or similar data gathering and extraction tools) or interfere with, disrupt or create an undue burden on the Focus@Will Service or the networks or services connected to the Focus@Will Service. You agree not to modify the Focus@Will Service or Content in any manner or form, or to use modified versions of the Focus@Will Service, for any purposes including obtaining unauthorized access to the Focus@Will Service. Violations of system or network security, including without limitation the Usage Rules, may result in civil or criminal liability.
- Any unauthorized reproduction, publication, further distribution or public exhibition of the Focus@Will Service or materials provided on the Focus@Will Service in whole or in part, is strictly prohibited.
Use of the Focus@Will Service requires devices including but not limited to a mobile device, the internet and certain software. You acknowledge and agree that such system requirements, which may change from time to time, are Your sole responsibility.
Access to Content and Objectionable Material
You acknowledge and agree that by using the Focus@Will Service, You may encounter content that may be deemed to be indecent, offensive or otherwise objectionable. You agree that Your access to and use of the Focus@Will Service including any Content is at Your own risk and that Focus@Will shall have no liability to You in respect of any content, including the Content, that is deemed to be offensive, indecent or objectionable.
Third Party Software and Services
The Focus@Will Service may be integrated with other services and software provided by third parties, including via Apple. If You access the Focus@Will Service through a third party application or other interface, or use any third party software or other products in connection with the Focus@Will Service, You may be subject to additional terms and conditions.
You represent, warrant and agree that You are using the Focus@Will Service hereunder for Your own personal, noncommercial use and not for redistribution of any kind.
All intellectual properties of the Focus@Will Service, Content and all other information, materials and products included on or otherwise made available through the Focus@Will Service (collectively “Intellectual Property”) are protected by copyright, patent, trade secret, trademark, trade dress, and service mark laws of the Territory, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws.
All Intellectual Property is the sole and exclusive property of its respective owners, which includes Focus@Will, Content Owners and their respective subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, trade dress, and trade names are proprietary to Focus@Will, Content Owners or their respective affiliates and/or third-party licensors. Except as expressly authorized by the owner of the Intellectual Property, you agree not to sell, rent, lease, loan, assign, sublicense, distribute, or otherwise transfer, copy or reproduce, modify, publicly perform or display, broadcast, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of such Intellectual Property other than as expressly authorized in this Agreement.
Focus@Will or its licensors own the copyright in and to the Focus@Will Service, including but not limited to the compilation of Content. Any use of the Focus@Will Service otherwise than in accordance with this Agreement is strictly prohibited and infringes the intellectual property rights of others for which You may be liable.
Focus@Will is the trademark, domain name, and/or service mark of Dulcetta, Inc. All other trademarks, domain names, or service marks are property of their respective owners. Use of any Focus@Will trademarks or service marks without its express written consent is strictly prohibited.
The Focus@Will Service is available worldwide (“Territory”).
Indemnity and Waiver
Discontinuation/Removal of Content or Services
Focus@Will may take such steps as We believe are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement including but not limited to automated monitoring of compliance, Focus@Will’s right to cooperate with any legal process relating to Your use of the Focus@Will Service, and/or a third party claim that Your use of the Focus@Will Service is unlawful and/or infringes such third party’s rights.
Focus@Will reserves the right to immediately (i) terminate and preclude Your access to the Focus@Will Service and/or Content; and/or (ii) suspend Your access to the Focus@Will Service, or any part thereof: if You have, or Focus@Will has reasonable grounds to believe that You have, failed to comply with any of the provisions of this Agreement, including but not limited to violation of the Usage Rules, infringement or violation of any intellectual property rights of Focus@Will, Content Owners or licensors in relation to the Focus@Will Service or Content; and any failure to make payment in accordance herewith.
Disclaimer of Warranties and Limitation of Liability
You expressly understand and agree that:
To the extent permitted by applicable law you acknowledge and agree that the Focus@Will service and all content and other information, materials and products included on or otherwise made available to you through the Focus@Will service is provided “as is” and “as available” without warranties of any kind from Focus@Will, content owners or their respective subsidiaries or affiliated companies and/or third-party licensors.
You agree that your use of the Focus@Will service and content is entirely at your own risk to the full extent permissible by applicable law.
Focus@Will, content owners and licensors expressly disclaim all warranties, express, statutory, implied or otherwise, including, without limitation, the warranties of merchantability, satisfactory quality, fitness for a particular pupose and non-infringement of proprietary rights, warranties for the security, reliability, timeliness, accuracy and performance of the Focus@Will service and content, and any warranties for viruses or other harmful components in connection with the Focus@Will service or content.
In particular Focus@Will, content owners and licensors do not warrant that:
- Your use of the Focus@Will service will be uninterrupted or error free. Focus@Will reserves the right suspend or cancel the Focus@Will service at any time for technical or operational reasons, without notice;
- The Focus@Will service of the content will be free from loss, corruption, attack, viruses, or other security intrusion and Focus@Will disclaims any liability relating thereto.
You expressly understand and agree that:
Neither Focus@Will, any content owner or third party licensor, nor their respective directors, officers, employees, agents, contractors, subsidiaries or affiliated companies will be liable for any indirect, incidental, punitive, special, consequential or exemplary damages (even if Focus@Will or content owners have been advised of the possibility of such damages) or loss of any kind arising from your use of the Focus@Will service or from content, information, materials or products included on or otherwise made available to you through the Focus@Will service, or for any damages in excess of the amount paid for the specific item of content giving rise to the applicable claim for damages.
You acknowledge and agree that your submission of any information is at your sole risk, and to the maximum amount permitted by law, Focus@Will hereby disclaims any and all liability to you for any loss or liability relating to such information in any way.
Third Party Beneficiaries
Under no circumstances shall Focus@Will or Content Owners be held liable for any delay or failure in performance resulting directly or indirectly from acts of God, fire, riot or civil commotion, act of public enemy, rule, order or act of any government or governmental instrumentality (whether federal, state, local or foreign) or other cause of a similar or different nature not reasonably within Focus@Will or Content Owners’ control, as applicable.
This Agreement will be governed by and construed in accordance with the laws of the State of California, without giving effect to the conflict of law provisions of California or Your actual state or country of residence. Any claim or controversy in any way arising out of or relating to this Agreement will be filed in a court of competent jurisdiction sitting in Los Angeles, California, and You consent to exclusive jurisdiction in that county.
This Agreement is personal to You and may not be transferred, assigned or delegated to anyone. Any attempt by You to assign, transfer or delegate this Agreement shall be null and void. We may assign or sub-license this Agreement to an affiliate or successor in interest to all or substantially all of our assets with or without notice to You.
This Agreement does not in any way create the relationship of principal and agent, franchise, joint venture, or partnership. Neither party will act or attempt to act, or represent itself to others, as an agent of the other party or in any manner assume or create any obligation on behalf of or in the name of the other party, pursuant to this Agreement. Neither party will be liable of any debts or obligations of the other unless expressly assumed in writing.
Please report any violations of this Agreement to legal contact at focusatwill dot com
Additional Provisions specific to the Subscription Service
The Subscription Service is available for individuals aged 13 years or older. If You are older than 13 years of age but under 18 years of age You should review this Agreement with a parent or guardian prior to using the Focus@Will Service to ensure You fully understand the terms and conditions.