Last updated: [DATE] Effective date: [DATE]
These Terms of Use (the "Terms") are a legal agreement between you and [LEGAL ENTITY NAME], a [corporation/sole proprietorship] based in Toronto, Ontario, Canada ("CHUG", "we", "us", "our"). They govern your access to and use of the CHUG website at [WEBSITE URL] (the "Website"), the CHUG recording and music-production software for macOS and any companion tools, including CHUG Link (together, the "Software"), and any related services (together with the Website and Software, the "Services").
PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING THE SERVICES, OR BY CLICKING "I AGREE", YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.
1. BETA STATUS: PLEASE READ
1.1 The Services are in BETA until December 2027 (the "Beta Period"). We may extend or shorten the Beta Period at our discretion and will update these Terms or notify you when the Beta Period ends.
1.2 During the Beta Period, the Services are pre-release software. They may contain bugs, errors, security vulnerabilities and incomplete or changing features. They may produce unexpected results, including audio glitches, dropouts, silence, distortion, latency, crashes, corrupted or lost recordings, sessions, settings or exports.
1.3 You use the Beta at your own risk. Features may be changed, limited, renamed, charged for or removed at any time, with or without notice. We may reset, migrate or delete beta data, accounts or settings.
1.4 Back up your work. You are solely responsible for keeping independent backups of your recordings, sessions, projects and any other content. Do not rely on the Services as the only copy of anything you cannot afford to lose, and do not rely on the Beta for critical, paid or time-sensitive work without your own safeguards.
1.5 Beta pricing, discounts, licences or free access are granted at our discretion, create no commitment about future pricing or availability, and may be withdrawn at any time.
1.6 We welcome feedback, but we have no obligation to provide support, fixes, updates or any particular level of service during the Beta Period.
2. Eligibility and accounts
2.1 You must be at least the age of majority in your province or territory of residence (18 or 19 in Canada, depending on where you live) or have the permission of a parent or legal guardian who agrees to these Terms on your behalf. You must not use the Services if you are barred from doing so by applicable law.
2.2 If you use the Services on behalf of a company, band or other organisation, you confirm you have authority to bind it, and "you" includes that organisation.
2.3 If we offer accounts, you must provide accurate information, keep your credentials confidential and are responsible for all activity under your account. Tell us promptly at [SUPPORT EMAIL] if you suspect unauthorised use. We may refuse, suspend or close any account at our discretion.
3. Licence to use the Software
3.1 Subject to these Terms and any applicable fees, we grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable licence to install and use the Software on devices you own or control, solely for your own lawful music-making and related purposes.
3.2 The Software is licensed, not sold. We and our licensors retain all right, title and interest in the Services, including all software, designs, sounds, presets, algorithms, signal-processing methods, user interface, text, graphics, logos and trademarks ("CHUG Materials").
3.3 You must not, and must not allow others to:
- copy, modify, translate or create derivative works of the Services, except as permitted by law;
- reverse engineer, decompile, disassemble or attempt to derive source code, algorithms or models, except to the extent this restriction is prohibited by applicable law;
- sell, rent, lease, sublicense, distribute, host or otherwise make the Services available to third parties, or use them to provide a competing service;
- remove or alter proprietary notices;
- circumvent technical limits, licensing, copy protection or security features;
- use the Services to infringe the rights of others or in breach of any law;
- probe, scan or test the vulnerability of the Services, or interfere with or disrupt them, other than through good-faith reporting under section 14;
- use the Services, their outputs or your interactions with them to build or train a competing product or machine-learning model;
- use automated means (bots, scrapers) to access the Website without our written permission.
3.4 Open-source and third-party components included in the Software are governed by their own licences, listed at [THIRD-PARTY NOTICES URL]. Those licences apply to those components to the extent they conflict with these Terms.
4. Your content
4.1 You own your content. "Your Content" means the recordings, audio files, MIDI, sessions, projects, settings, names, images and other material you create, import, upload or export using the Services. As between you and us, you retain all rights in Your Content. CHUG's local-first design means Your Content is normally stored on your own device.
4.2 Licence to us, only where needed. If you send Your Content to us (for example, in a support request, bug report or feedback, or if we offer any cloud or sharing feature), you grant us a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, process and display it solely to operate, secure, support and improve the Services and to respond to you. We will not publish Your Content or use it to train machine-learning models without your separate, explicit consent.
4.3 Your responsibility. You are solely responsible for Your Content and represent and warrant that you own it or have all necessary rights, licences and permissions (including to any samples, backing tracks, performances, lyrics, compositions or recordings of other people) to use it with the Services and to share, release or monetise it. You must not use the Services with content that is unlawful, infringing, defamatory, hateful, obscene, exploitative of minors, or that violates privacy or other rights. We do not review, endorse or take responsibility for Your Content or for music you release using the Services.
4.4 Audio of other people. If you record or share audio of other people (bandmates, vocalists, guests), you are responsible for obtaining any consents required by law and by your agreements with them, including under recording, privacy and publicity laws.
4.5 Feedback. If you give us suggestions, ideas or feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable licence to use them for any purpose without credit or compensation. Feedback is not confidential.
4.6 No claim over your music. Using the Services' processing tools (including noise gates, compressors, equalisers and other effects) does not transfer any ownership of your music to us, and we claim no rights in the sound recordings or compositions you make.
5. Acceptable use and safety
5.1 You agree to use the Services lawfully and respectfully, and not to harass, threaten, impersonate, defraud or harm others.
5.2 Hearing and equipment safety. Audio software, high-gain processing, headphone monitoring and audio interfaces can produce sudden, loud or damaging sound levels, including at beta-stage bugs, feedback, glitches or driver faults. You are solely responsible for setting safe monitoring levels, using appropriate protection, and protecting your hearing, speakers, headphones, instruments and other equipment. Keep volume low when testing new settings, devices or versions. We are not responsible for hearing damage or equipment damage arising from the use of the Services.
5.3 Third-party hardware and software. The Services may work with audio interfaces, MIDI devices, plug-ins, operating systems and other third-party products. We do not control them, do not guarantee compatibility, and are not responsible for their behaviour, including any hardware controls that bypass or alter CHUG's processing.
5.4 CHUG Link and local network features. If you use companion or network features, you are responsible for the security of your local network, devices and pairing codes. Only pair devices you control.
6. Fees and payments
6.1 Some parts of the Services may be free during the Beta Period and others may require payment. If you purchase a licence or subscription, the price, billing period and renewal terms will be shown at checkout and form part of these Terms. Prices exclude applicable taxes (including HST/GST/PST) unless stated.
6.2 Payments are processed by [PAYMENT PROCESSOR]; we do not store your full payment card details. You authorise us and our processor to charge your chosen payment method.
6.3 Subscriptions renew automatically until cancelled; you may cancel at any time through [CANCELLATION METHOD], effective at the end of the current billing period.
6.4 Refunds. Except where required by law, fees are non-refundable. [OPTIONAL: Describe any refund window, e.g. a 14-day money-back guarantee for first purchases.] Nothing in this section limits rights you may have under mandatory consumer-protection law.
7. Third-party services and links
The Services and Website may link to or integrate third-party websites and services (for example payment, analytics, hosting or social media). We do not control and are not responsible for third parties or their content, security or privacy practices. Your use of them is at your own risk and subject to their terms.
8. Intellectual property and takedown
8.1 If you believe content connected with the Services infringes your copyright or other rights, send a written notice to [LEGAL/COPYRIGHT EMAIL] with: your contact details; a description and location of the work claimed to be infringed; a description of the allegedly infringing material; a statement of good-faith belief that the use is unauthorised; and a statement that your notice is accurate and you are authorised to act. We may remove or disable access to material and terminate repeat infringers' accounts.
8.2 CHUG, the CHUG logo and related marks are our trademarks. You may not use them without our prior written permission.
9. Disclaimer of warranties
9.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, THE WEBSITE, THE SOFTWARE AND ALL CHUG MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. WE DISCLAIM ALL WARRANTIES AND CONDITIONS, INCLUDING IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
9.2 WITHOUT LIMITING THE ABOVE, WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT RECORDINGS, SESSIONS OR DATA WILL BE PRESERVED OR RECOVERABLE; THAT AUDIO PROCESSING, MEASUREMENTS (SUCH AS LATENCY, LOUDNESS OR LEVEL READINGS), ANALYSIS OR AUTOMATIC SETTINGS WILL BE ACCURATE OR SUITABLE FOR ANY PARTICULAR RESULT; OR THAT THE SERVICES WILL BE COMPATIBLE WITH YOUR HARDWARE, SOFTWARE OR WORKFLOW. BECAUSE THE SERVICES ARE IN BETA, THEY ARE ESPECIALLY LIKELY TO CONTAIN DEFECTS.
9.3 NO ADVICE OR INFORMATION GIVEN BY US OR THROUGH THE SERVICES CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
9.4 Some jurisdictions do not allow certain warranty exclusions. In those cases, the exclusions apply only to the maximum extent permitted by law.
10. Limitation of liability
10.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CHUG AND ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, LICENSORS AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITIES, ANTICIPATED SAVINGS, DATA, RECORDINGS, SESSIONS OR CONTENT, OR COSTS OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, AND (B) CAD $[100]. During the Beta Period, where you have paid nothing, our liability is limited to CAD $[100].
10.3 These limitations apply even if a remedy fails of its essential purpose. They reflect an agreed allocation of risk, and the fees (or free access) we offer reflect that allocation.
10.4 Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any rights you have under mandatory consumer-protection legislation. If you are a consumer in a jurisdiction that does not allow some limitations above, they apply only to the extent permitted.
11. Indemnification
You agree to defend, indemnify and hold harmless CHUG and its directors, officers, employees, contractors, affiliates, licensors and service providers from and against any claims, liabilities, damages, judgments, losses, costs and expenses (including reasonable legal fees) arising out of or related to: (a) Your Content; (b) your use or misuse of the Services; (c) your breach of these Terms or applicable law; (d) your violation of any third party's rights, including intellectual-property, privacy or publicity rights; or (e) any music, recording or work you release, distribute or monetise. We may assume exclusive control of the defence of any matter, and you will cooperate with us.
12. Term, suspension and termination
12.1 These Terms apply for as long as you use the Services.
12.2 You may stop using the Services at any time by uninstalling the Software and, if applicable, closing your account.
12.3 We may suspend, restrict or terminate your access, licence or account at any time, with or without notice, including for breach of these Terms, legal or security reasons, or because we are ending or changing the Beta or the Services. Where reasonably practicable and lawful, we will give you notice and a chance to export Your Content.
12.4 On termination, your licence ends and you must stop using and delete the Software. Sections that by their nature should survive (including sections 1.4, 3.2, 4, 9, 10, 11, 13, 15 and 16) will survive.
13. Governing law and disputes
13.1 These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
13.2 Informal resolution first. Before starting a formal claim, you agree to contact us at [LEGAL EMAIL] and try in good faith to resolve the dispute for at least 30 days.
13.3 Subject to 13.4, the courts located in Toronto, Ontario have exclusive jurisdiction, and you and we consent to that jurisdiction and venue.
13.4 [OPTIONAL, confirm with counsel: Arbitration and class-action waiver. Any dispute not resolved informally will be finally resolved by confidential, binding arbitration in Toronto, Ontario, under the Arbitration Act, 1991 (Ontario), before a single arbitrator, in English. To the extent permitted by law, disputes will be brought only in your individual capacity and not as a plaintiff or class member in any class, collective or representative proceeding. Either party may seek urgent injunctive relief from the courts to protect intellectual property or confidential information.] Note: arbitration and class waivers may be unenforceable against consumers in some jurisdictions, including Quebec and under Ontario consumer law.
13.5 Any claim you have must be brought within one (1) year after the cause of action arose, to the extent permitted by law; otherwise it is permanently barred.
14. Security reporting
If you find a security vulnerability, please report it privately to [SECURITY EMAIL] and give us reasonable time to fix it before disclosing it. Good-faith research that avoids harm to others, privacy violations and service disruption will not be pursued by us. This does not authorise testing of other users' data or devices.
15. Export and legal compliance
You must comply with all laws applicable to your use of the Services, including export-control, sanctions and copyright laws. You may not use the Services if you are located in, or a national or resident of, a country subject to Canadian sanctions or embargo, or if you are on a restricted-party list.
16. General
16.1 Entire agreement. These Terms, our Privacy Policy and any terms presented at purchase are the entire agreement between you and us about the Services and supersede prior understandings.
16.2 Changes. We may update these Terms from time to time. We will post the new version with an updated date and, for material changes, give notice (for example, by email or in-app). Continued use after the effective date means you accept the changes. If you do not agree, stop using the Services.
16.3 Severability. If any provision is found unenforceable, it will be enforced to the maximum extent permitted and the rest remains in effect.
16.4 No waiver. Our failure to enforce a right is not a waiver of it.
16.5 Assignment. You may not assign or transfer these Terms without our written consent. We may assign them freely, including in a merger, acquisition or sale of assets.
16.6 Force majeure. We are not liable for failure or delay caused by events beyond our reasonable control, including outages, labour disputes, acts of government, natural disasters, third-party platform failures or cyber-attacks.
16.7 Independent parties. No agency, partnership, joint venture or employment relationship is created.
16.8 Electronic communications. You consent to receive notices from us electronically, and agree that electronic agreement (such as clicking "I agree") satisfies any legal requirement for a signed writing.
16.9 Language. The parties have expressly required that these Terms and all related documents be drawn up in English. Les parties ont expressément exigé que les présentes conditions et tous les documents connexes soient rédigés en anglais. [A French version may be provided where required by law.]
16.10 Third-party beneficiaries. Our affiliates, licensors and service providers may enforce sections 9 to 11. Otherwise, no third party has rights under these Terms.
17. Contact
[LEGAL ENTITY NAME] [STREET ADDRESS], Toronto, Ontario [POSTAL CODE], Canada Email: [LEGAL EMAIL] (legal) · [SUPPORT EMAIL] (support) Website: [WEBSITE URL]