Terms of service

Effective date: October 4, 2026

OVERVIEW

Welcome to Cinematix Audio! The terms "we", "us" and "our" refer to Cinematix Audio LLC. Cinematix Audio LLC operates the Cinematix Audio online store at cinematixaudio.com and the Cinematix application at app.cinematixaudio.com, together with their related information, content, features, tools, digital products and services (collectively, the "Services"). Our online store is powered by Shopify.

The below terms and conditions, together with any policies referenced herein (these "Terms of Service" or "Terms") describe your rights and responsibilities when you use the Services.

Please read these Terms of Service carefully, as they include important information about your legal rights and cover areas such as warranty disclaimers and limitations of liability.

By visiting, interacting with or using our Services, you agree to be bound by these Terms of Service and our Privacy Policy. If you do not agree to these Terms of Service or Privacy Policy, you should not use or access our Services.

SECTION 1 - ACCESS AND ACCOUNT

By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, and you have given us your consent to allow any of your minor dependents to use the Services on devices you own, purchase or manage.

To use the Services, including accessing the Cinematix application or purchasing any products or services we offer, you may be asked to provide certain information, such as your email address, Google account information, billing information, and payment information. You represent and warrant that all information you provide through the Services is correct, current and complete and that you have all rights necessary to provide it.

You are solely responsible for maintaining the security of your account credentials and for all of your account activity. You may not transfer, sell, assign, or license your account to any other person.

You may stop using the Services at any time, and you may close your Cinematix application account by contacting us at clayhbeats@gmail.com from the email address associated with your account. Closing your account does not automatically terminate product licenses you have already purchased, which continue in accordance with their own terms. Canceling Pro renewal does not delete your account. Subscription cancellation, account-deletion timing and any related refund are explained in Section 4A. For information about requesting deletion of personal information, see our Privacy Policy.

SECTION 2 - OUR PRODUCTS AND SERVICES

We have made every effort to provide an accurate representation of our products and services. However, colors, visuals, previews, and product appearance may differ from how they appear on your screen due to your device, browser, display, or configuration.

We do not warrant that the appearance or quality of any products or services purchased or used by you will meet your expectations or be identical to depictions, previews, or rendered examples shown through the Services.

Descriptions and availability of products offered for future purchase may change, and we may discontinue products or limit the quantities offered to any person, geographic region or jurisdiction. These changes do not override the commitments for a Cinematix Pro subscription in Section 4A or rights under a product license you have already purchased.

SECTION 3 - ORDERS

When you place an order, you are making an offer to purchase. Cinematix Audio reserves the right to accept or decline your order for any reason at its discretion. Your order is not accepted until Cinematix Audio confirms acceptance. We must receive and process your payment before your order is accepted. Please review your order carefully before submitting, as Cinematix Audio may be unable to accommodate cancellation requests after an order is accepted. In the event that we do not accept, make a change to, or cancel an order, we will attempt to notify you by contacting the e‑mail, billing address, and/or phone number provided at the time the order was made.

Refunds for one-time store purchases are governed by our Refund Policy. Cinematix Pro cancellation and refunds are governed by Section 4A, consistent with the cancellation, deletion and refund provisions in our Privacy Policy. Nothing in these policies limits refund or remedy rights that cannot be waived under applicable law.

You may use purchased digital products and content created with the Services only as permitted by any license or plan that accompanies the applicable product or service. You may not resell, redistribute, sublicense, share, or make the original digital products, source files, downloads, account access, or Services available to others except where we expressly authorize it. This restriction does not prohibit commercial use of properly licensed sounds, music, or exports when the applicable product license or plan expressly permits that use.

SECTION 4 - PRICES AND BILLING

For one-time store purchases, prices, discounts and promotions may change without notice before you place an order. The price charged will be the price shown when you place the order and will be set out in your order confirmation email. Unless otherwise expressly stated, posted store prices do not include applicable taxes. Cinematix Pro subscription prices, renewals and price-change notices are governed by Section 4A.

Prices posted through the Services may differ from prices offered through third-party stores or marketplaces. We may offer, from time to time, promotions on the Services that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern that promotion, but they do not override the renewal, cancellation, paid-term access, refund or price-change notice commitments in Section 4A.

You agree to provide current, complete and accurate purchase, payment and account information for all purchases made through the Services. You agree to promptly update your account and other information, including your email address, credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

You represent and warrant that (i) the payment information you provide is true, correct, and complete, (ii) you are duly authorized to use the selected payment method, (iii) charges incurred by you will be honored by your payment provider, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.

SECTION 4A - CINEMATIX PRO SUBSCRIPTIONS

4A.1 Your plan

Cinematix Pro is a paid subscription for the Cinematix application at app.cinematixaudio.com. Your plan provides access to Cinematix Pro features as described in the app at the time of purchase, subject to the plan limits disclosed before you subscribe and these Terms. The app shows the available plans, prices, billing intervals and included AI credit allowance before purchase. Prices are stated in USD, and payments are handled by Stripe.

The Services may evolve as features are added or updated. General provisions about changes to products, beta access, usage limits or these Terms do not override the subscription commitments in this section.

4A.2 Automatic renewal

By subscribing, you agree that Cinematix Pro renews automatically at the price and interval shown at checkout until you cancel renewal. You authorize recurring charges to your payment method on file for each renewal. A monthly plan renews for another month, and an annual plan renews for another year. Any change to your subscription price must follow Section 4A.4.

4A.3 Canceling renewal and continued access

Cancel renewal in Membership before your next renewal. Sign in, select Cancel renewal, then Yes, cancel renewal to complete cancellation. You can also email clayhbeats@gmail.com for help or cancellation by email.

Canceling renewal stops future automatic renewal charges and does not delete your account. Access continues through your paid term. No refunds for unused time, except for qualifying account-deletion requests or as required by law. Immediate account deletion, refunded or disputed payments, and suspension for abuse are addressed below and in Section 16.

4A.4 Price changes

Prices may change at renewal; we’ll email the new price, effective date and cancellation instructions 7–30 days beforehand. The new price applies only to a future renewal, and you may cancel renewal before it takes effect. We will not change your subscription price without that notice or use a general update to these Terms, a promotion or a pricing correction to bypass it. Any additional notice or consent required by applicable law still applies.

4A.5 Account deletion and the refund exception

To request account deletion, email clayhbeats@gmail.com from the Google email address you used to sign up and reply to our verification email. The Privacy Policy explains verification, deletion and retained records.

By default, cancellation preserves access through your paid term. If you also request account deletion, your account is deleted the following day without an unused-term refund. If that date is more than 30 days after your verified request, we require your explicit agreement to the later date. Otherwise, we will complete deletion within 30 days of your verified request, subject to the lawful retention and backup exceptions described in the Privacy Policy.

You may instead request immediate deletion. Access ends when deletion begins, and unused credits and account history are removed. The following refund rules apply:

• An immediate-deletion request within 14 days of your first successful membership payment receives a full refund of that payment. This overrides the monthly and annual rules below. Renewals do not restart the 14-day window.
• After that window, immediate deletion of a monthly membership forfeits the unused remainder without a refund.
• After that window, immediate deletion of an annual membership receives a refund for unused whole months of the paid annual term, measured from your original request date. For a standard 12-month term, the refund is the amount paid for that term divided by 12, multiplied by the number of wholly unused monthly intervals remaining from your request date. A partially used month is not refunded. Monthly boundaries follow the original term-start anniversary in UTC, using the last day of a shorter month when needed. Prior refunds and any applicable tax adjustments are accounted for; total refunds do not exceed the amount paid.

Refund eligibility is measured from your original request date once ownership is verified; processing time does not shorten the refund period. Approved Pro refunds are issued through Stripe to the original payment method. Bank processing may take additional time. These rules apply except where law requires otherwise.

4A.6 Failed payments

If a renewal payment fails after a successfully paid term, a three-day grace period begins at the missed renewal time. During that period, Pro access is limited to exports; AI generation is unavailable until payment succeeds. If payment remains unpaid when the grace period ends, Pro access ends. Retrying payment does not restart the grace period. An unpaid first purchase, a trial, a refunded payment or a disputed payment does not qualify for this grace period.

4A.7 Refunds and payment disputes

A full refund of the payment funding your current Pro term ends the Pro access supported by that payment. An unresolved payment dispute or chargeback concerning that payment also ends that access. A partial refund alone does not automatically end access; when a refund accompanies immediate account deletion, access ends when deletion begins. Nothing in this section limits your right to dispute an incorrect charge or exercise rights under applicable law.

4A.8 AI credits

AI credits are a monthly usage allowance included with your plan, including when the plan is billed annually. Your allowance, monthly reset schedule, balance and applicable credit costs are shown in the app. Unused credits do not roll over. Resubscribing or switching plans does not provide an additional allocation for the same monthly period. Credits have no cash value and cannot be redeemed for money. Credits remain subject to your plan’s access status and the acceptable-use rules in these Terms. Account deletion removes unused credits; credits do not replace or reduce any refund due under Section 4A.5 or applicable law.

SECTION 5 - DIGITAL DELIVERY

Unless expressly stated otherwise on a product page, our products and services are delivered digitally. You are responsible for providing a valid email address, maintaining compatible hardware and software, and downloading and securely backing up purchased files. Delivery times are estimates and may be affected by payment review, technical issues, third-party service interruptions, or events outside our control. Access to a download link or hosted file is not guaranteed indefinitely.

Some products may be offered for pre-order. For pre-order products, the expected availability described on the product page is an estimate, and delivery occurs by download link or email after the product is released.

SECTION 6 - PRODUCT LICENSES

Digital products sold through our store are licensed, not sold. Where a product is accompanied by license terms — on its product page or with its delivered files — those terms describe what you may and may not do with that product, including any permitted commercial use.

If there is a conflict between these Terms and the license that accompanies a product you purchased, the product license governs your use of that product. Nothing in these Terms reduces or revokes rights expressly granted to you by a product license you have purchased, and those rights survive termination of these Terms and closure of your account except as the product license itself provides otherwise.

SECTION 7 - INTELLECTUAL PROPERTY AND YOUR CONTENT

Our Services, including but not limited to all trademarks, brands, software, text, displays, images, graphics, video, audio, and the design, selection, and arrangement thereof, are owned by Cinematix Audio LLC, its affiliates or licensors and are protected by U.S. and foreign intellectual-property laws. This does not include User Content or Feedback, which are addressed below and in Section 14.

Subject to these Terms and any applicable product license or paid plan, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services. You must not copy, reproduce, distribute, modify, reverse engineer, create derivative works from, publicly display, publicly perform, republish, download, store, transmit, sell, resell, or exploit any part of the Services except as expressly permitted by us or by an applicable product license. Nothing in these Terms transfers ownership of the Services or our intellectual property to you. All rights not expressly granted are reserved by Cinematix Audio LLC.

You retain any ownership rights you have in music, audio, images, video, text (including prompts submitted to AI tools), logos, and other content that you load into or submit through the Services ("User Content"). You must own or have all rights and permissions necessary to use that User Content and to authorize its processing through the Services. Submitting content does not give you rights in someone else’s work.

Ordinary editing and exporting process your media in your browser. Content you explicitly submit to an AI feature, such as a prompt or selected reference image, may be transmitted through our servers to the providers needed to fulfill your request, as described in our Privacy Policy. To the extent User Content is transmitted through the Services, you grant us a limited, non-exclusive, worldwide, royalty-free license to reproduce, process, and transmit that User Content as reasonably necessary to operate, secure, and support the Services and to provide the features you request. We do not use this license for any other purpose.

Except for our underlying software, templates, visual assets, and other intellectual property, we do not claim ownership of the audiovisual exports you create with Cinematix. As between you and us, your exports are yours. You may use your exports commercially only if you have all necessary rights to the User Content and comply with the applicable product license or plan. Features that generate or transform content may produce similar results for different users, and we do not guarantee that generated results are unique or eligible for intellectual-property protection.

Cinematix Audio LLC's names, logos, product and service names, designs, and slogans are trademarks of Cinematix Audio LLC or its affiliates or licensors. You must not use such trademarks without prior written permission. Shopify's name, logo, product and service names, designs, and slogans are trademarks of Shopify. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners.

SECTION 8 - BETA AND EARLY ACCESS

Some features, or the Cinematix application itself, may be offered as a beta, preview, or early-access release, and access may require an invitation, access code, or account approval. Beta and early-access features are provided for evaluation, may contain errors, may change, break, or be discontinued at any time without notice, and may be subject to additional limits. We may grant, suspend, or revoke beta or early-access status at our discretion. We do not guarantee that projects, settings, or content associated with beta features will be preserved or carried forward. Changes to beta access do not affect product licenses you have purchased or override the paid subscription commitments in Section 4A.

SECTION 9 - USAGE LIMITS AND FAIR USE

To keep the Services fast, fair, and available for everyone, we may set and change limits on use of the Services and their features, including rate limits, generation quotas, and feature ceilings. We may throttle, queue, or decline requests that exceed these limits. General limit changes do not override the Pro plan commitments in Section 4A. Use of the Services must be reasonable and consistent with their intended purpose; we may suspend or restrict accounts engaged in abusive, excessive, or fraudulent use.

SECTION 10 - OPTIONAL TOOLS

You may be provided with access to customer tools offered by third parties as part of the Services, over which we have no monitoring, control, or input.

You acknowledge and agree that we provide access to such tools "as is" and "as available" without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

Any use by you of the optional tools offered through the Services is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

We may also, in the future, offer new features through the Services (including the release of new tools and resources). Such new features shall also be deemed part of the Services and are subject to these Terms of Service.

SECTION 11 - THIRD-PARTY LINKS

The Services may contain materials and hyperlinks to websites provided or operated by third parties (including any embedded third party functionality). We are not responsible for examining or evaluating the content or accuracy of any third-party materials or websites you choose to access. If you decide to leave the Services to access these materials or third party sites, you do so at your own risk.

We are not liable for any harm or damages related to your access of any third-party websites, or your purchase or use of any products, services, resources, or content on any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products and services should be directed to the third-party.

SECTION 12 - RELATIONSHIP WITH SHOPIFY

The Cinematix Audio online store is powered by Shopify, which enables us to offer products and process store transactions. However, any sales and purchases you make in our store are made directly with Cinematix Audio LLC. Shopify does not own or operate the Cinematix application. By using our store, you acknowledge and agree that Shopify is not responsible for any aspect of sales between you and Cinematix Audio LLC, including any injury, damage, or loss resulting from purchased products and services. You hereby expressly release Shopify and its affiliates from claims, damages, and liabilities arising from or related to your purchases and transactions with Cinematix Audio LLC, to the fullest extent permitted by law.

SECTION 13 - PRIVACY POLICY

All personal information we collect through the Services is subject to our Privacy Policy, and certain personal information collected through our online store may also be subject to Shopify's Privacy Policy. By using the Services, you acknowledge that you have read these privacy policies.

Shopify collects and processes certain personal information related to your use of our online store in order to provide and improve its services. Information you submit through the Services may be transmitted to and shared with service providers that may be located outside the country where you reside. Review our Privacy Policy for more details about how we and our service providers collect, use, disclose, and protect personal information.

SECTION 14 - FEEDBACK AND REVIEWS

If you submit ideas, suggestions, feedback, reviews, proposals or plans about the Services (collectively, "Feedback"), you retain any ownership you have in that Feedback, and you grant us a perpetual, worldwide, sublicensable, royalty-free license to use, reproduce, modify, publish, distribute and display such Feedback in any medium for any purpose, including for commercial use. We may, for example, use our rights under this license to operate, provide, evaluate, enhance, improve and promote the Services and to perform our obligations and exercise our rights under the Terms of Service.

User Content you provide to create or process a project, including uploads and AI prompts, does not become Feedback merely because you use the Services. The limited processing license in Section 7 applies to that content.

You also represent and warrant that: (i) you own or have all necessary rights to all Feedback; (ii) you have disclosed any compensation or incentives received in connection with your submission of Feedback; and (iii) your Feedback will comply with these Terms. We are and shall be under no obligation (1) to maintain your Feedback in confidence; (2) to pay compensation for your Feedback; or (3) to respond to your Feedback.

We may, but have no obligation to, monitor, edit or remove Feedback that we determine in our sole discretion to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property or these Terms of Service.

You agree that your Feedback will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your Feedback will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Services or any related website. You may not use a false email address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any Feedback. You are solely responsible for any Feedback you make and its accuracy. We take no responsibility and assume no liability for any Feedback posted by you or any third-party.

SECTION 15 - ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on or in the Services that contains typographical errors, inaccuracies, or omissions relating to product descriptions, pricing, promotions, offers, delivery, features, or availability. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information or cancel orders if any information is inaccurate at any time without prior notice (including after you have submitted your order). This does not permit us to bypass Section 4A’s subscription price-change notice or other paid subscription commitments, or any non-waivable rights under applicable law.

SECTION 16 - PROHIBITED USES

These rules apply to content you upload or submit, including audio, images, video and prompts for AI image tools. Do not submit unlawful or infringing content, violate another person’s privacy or other rights, or use prompts to request unlawful or infringing results. We may reject requests or remove content we host that violates these rules. We may suspend access for abuse or material violations, subject to Sections 4A and 18 and applicable law.

You may access and use the Services for lawful purposes only. You may not access or use the Services, directly or indirectly: (a) for any unlawful or malicious purpose; (b) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (c) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (d) to harass, abuse, insult, defame, slander, disparage, intimidate, or harm any of our employees or any other person; (e) to transmit false or misleading information; (f) to send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms; (g) to transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation; (h) to impersonate or attempt to impersonate any other person or entity; or (i) to engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm Cinematix Audio LLC, Shopify, or users of the Services, or expose them to liability.

In addition, you agree not to: (a) upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services; (b) reproduce, duplicate, copy, extract, sell, resell or exploit any portion of the Services, except as expressly permitted by these Terms or by an applicable product license; (c) collect or track the personal information of others; (d) spam, phish, pharm, or pretext the Services; (e) use any robot, spider, scraper, data gathering or extraction tool, or other automated means (including AI tools such as agentic AI) to access the Services for scraping, monitoring, or data-extraction purposes, or to access the Services through any automated means except as expressly permitted under Section 17 (Agents); or (f) interfere with, bypass, or circumvent the security or authorization features, robot exclusion headers, or other measures we employ to restrict access to the Services. Suspension or termination for violations of these Terms is governed by Section 18 and applicable law; for Cinematix Pro, the commitments in Section 4A also apply.

SECTION 17 - AGENTS

17.1 This section ("Agent Terms") applies if you use, allow, enable, or cause the deployment of an Agent to access, use, or interact with any Services. "Agent" means any software or service that takes autonomous or semi-autonomous action on behalf of, or at the instruction of, any person or entity and that can be executed on behalf of a person or using a person's device, without direct supervision.

17.2 No Agent may access, use, or interact with the Services unless, at all times, it identifies itself and operates in strict accordance with the requirements in section 17.4 below. In addition, no Agent may access, use, or interact with the Services if we have requested that the Agent refrain from accessing, using, or interacting with any of the Services.

17.3 We may limit, including by technical measures, whether and how any Agent accesses, uses, and interacts with the Services.

17.4 Agents must: (i) in all HTTP/HTTPS requests, identify that the request is from an Agent and disclose the name of the Agent by including the following in the request's user agent string: "Agent/[agent name]"; (ii) not conceal or obfuscate that any access, use, or interactions are from an Agent, such as by (a) mimicking human behavior and interaction patterns, or (b) completing or circumventing CAPTCHAs or measures intended to distinguish computer use from humans; (iii) respond truthfully to any question or prompt seeking to determine if interactions are coming from a human or a computer; and (iv) not circumvent or otherwise avoid any measure intended to block, limit, modify, or control whether and how Agents access, use, or interact with the Services.

SECTION 18 - TERMINATION

For Cinematix Pro, we may suspend or end access for nonpayment, refunded or disputed payments, account deletion, abuse, or another material breach of these Terms, subject to Sections 4A and 16 and applicable law. Canceling renewal alone preserves access through your paid term as described in Section 4A. For other Services, we may terminate this agreement or your access at any time, subject to any applicable product license and law. You remain responsible for amounts lawfully due up to termination; termination does not remove any refund or remedy rights under these Terms or applicable law.

The following sections will continue to apply following any termination: any accrued payment and refund rights under Cinematix Pro Subscriptions, Product Licenses, Intellectual Property and Your Content, Feedback and Reviews, Termination, Disclaimer of Warranties, Limitation of Liability, Indemnification, Severability, Waiver; Entire Agreement, Assignment, Governing Law, Privacy Policy, and any other provisions that by their nature should survive termination.

SECTION 19 - DISCLAIMER OF WARRANTIES

The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents.

EXCEPT AS EXPRESSLY STATED BY CINEMATIX AUDIO LLC, THE SERVICES AND ALL PRODUCTS OFFERED THROUGH THE SERVICES ARE PROVIDED 'AS IS' AND 'AS AVAILABLE' FOR YOUR USE, WITHOUT ANY REPRESENTATION, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE, REPRESENT OR WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

SECTION 20 - LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO CASE SHALL CINEMATIX AUDIO LLC, OUR PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SERVICE PROVIDERS OR LICENSORS, OR THOSE OF SHOPIFY AND ITS AFFILIATES, BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM YOUR USE OF ANY OF THE SERVICES OR ANY PRODUCTS PROCURED USING THE SERVICES, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES OR ANY PRODUCT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SERVICES OR ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, EVEN IF ADVISED OF THEIR POSSIBILITY.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH JURISDICTIONS, OUR LIABILITY, AND THE LIABILITY OF THE OTHER PARTIES IDENTIFIED ABOVE, SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

SECTION 21 - INDEMNIFICATION

You agree to indemnify, defend and hold harmless Cinematix Audio LLC, Shopify, and our affiliates, partners, officers, directors, employees, agents, contractors, licensors, and service providers from any losses, damages, liabilities or claims, including reasonable attorneys' fees, payable to any third party due to or arising out of (1) your breach of these Terms of Service or the documents they incorporate by reference, (2) your violation of any law or the rights of a third party, or (3) your access to and use of the Services.

We will notify you of any indemnifiable claim, provided that a failure to promptly notify will not relieve you of your obligations unless you are materially prejudiced. We may control the defense and settlement of such claim at your expense, including choice of counsel, but will not settle any claim requiring non-monetary obligations from you without your consent (not to be unreasonably withheld). You will cooperate in the defense of indemnified claims, including by providing relevant documents.

SECTION 22 - SEVERABILITY

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

SECTION 23 - WAIVER; ENTIRE AGREEMENT

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

These Terms of Service and any policies or operating rules posted by us through the Services constitute the entire agreement and understanding between you and us and govern your use of the Services, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

SECTION 24 - ASSIGNMENT

You may not delegate, transfer or assign this Agreement or any of your rights or obligations under these Terms without our prior written consent, and any such attempt will be null and void. We may transfer, assign, or delegate these Terms and our rights and obligations without consent or notice to you.

SECTION 25 - GOVERNING LAW

These Terms of Service and any separate agreements under which we provide Services shall be governed by and construed in accordance with the laws of the State of Colorado and applicable federal law, without regard to conflict-of-law principles. You and Cinematix Audio LLC consent to the exclusive venue and personal jurisdiction of the state and federal courts located in Colorado, except where applicable law requires otherwise.

SECTION 26 - HEADINGS

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

SECTION 27 - CHANGES TO TERMS OF SERVICE

You can review the most current version of the Terms of Service at any time on this page.

We reserve the right, in our sole discretion, to update, change, or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. We will notify you of any material changes to these Terms in accordance with applicable law, and such changes will be effective on the date specified in the notice. Your continued use of or access to the Services following the effective date of changes constitutes acceptance to the extent permitted by applicable law; where additional notice or consent is required, we will provide or obtain it. Posting a revised version of these Terms does not replace the emailed price-change notice or override the subscription commitments in Section 4A.

SECTION 28 - CONTACT INFORMATION

Questions about the Terms of Service should be sent to us at clayhbeats@gmail.com.

Cinematix Audio LLC

Colorado, United States

clayhbeats@gmail.com