Terms of service for VAULT

1. Introduction

Welcome to VAULT ("the Service"), a music organization platform operated by Remy Cooper Music ("we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of the VAULT platform, including all features, content, and services provided through our website and application.

By creating an account, accessing, or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you may not use the Service.

We may update these Terms from time to time. When we make changes, we will update the "Last updated" date at the top of this page and may notify you via email or through the Service. Your continued use of the Service after such changes constitutes acceptance of the updated Terms.

2. Eligibility and Account Registration

Age Requirement: You must be at least 16 years old to use the Service. By using the Service, you represent and warrant that you are at least 16 years of age.

Account Creation: To use the Service, you must create an account by providing accurate, current, and complete information, including:

Your email address (required)
A secure password (required)
Your name (required)
A username (required)

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account.

You may not share your account credentials with others or allow others to access your account. Each account is intended for use by a single individual or entity.

3. Description of Service

VAULT provides a comprehensive music organization platform that enables you to:

Manage songs, tracks, and music files with metadata, artwork, and multiple versions
Organize music using smart playlists, folders, tags, and advanced search capabilities
Collaborate with other users through sharing, comments, and permission management
Create and manage submission inboxes for music briefings
Share music through public links with password protection and expiration settings
Store and manage audio files, attachments, lyrics, and related content
Track actions and tasks related to your music projects

The Service is provided on an "as-is" and "as-available" basis. We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time, with or without notice.

4. Acceptable Use Policy

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree NOT to:

Upload, store, or share content that infringes on intellectual property rights of others
Upload, store, or share illegal, harmful, threatening, abusive, harassing, defamatory, or discriminatory content
Upload content containing viruses, malware, or other harmful code
Attempt to gain unauthorized access to the Service, other users' accounts, or our systems
Use the Service to violate any applicable laws or regulations
Impersonate any person or entity or misrepresent your affiliation with any person or entity
Interfere with or disrupt the Service or servers connected to the Service
Use automated systems (bots, scrapers, etc.) to access the Service without authorization
Resell, sublicense, or otherwise commercialize the Service without our written permission
Reverse engineer, decompile, or attempt to extract the source code of the Service

We reserve the right to remove any content that violates these Terms and to suspend or terminate accounts that engage in prohibited activities.

5. Content Ownership and License

Your Content: You retain all ownership rights to the content you upload to the Service, including songs, tracks, artwork, lyrics, and other files ("Your Content"). By uploading Your Content to the Service, you grant us a limited, non-exclusive, worldwide license to:

Store, host, and process Your Content to provide the Service to you
Display and make Your Content available to users you have explicitly shared it with
Create backups and maintain the Service

Our Content: The Service itself, including all text, graphics, logos, software, and other materials provided by us (excluding Your Content), is owned by Remy Cooper Music or our licensors and is protected by copyright, trademark, and other intellectual property laws.

User-Generated Content: You are solely responsible for ensuring that Your Content does not infringe on the rights of others. We do not claim ownership of Your Content, but we reserve the right to remove any content that we believe violates these Terms or applicable law.

6. Subscriptions and Payment

Subscription Plans: VAULT offers various subscription plans with different storage limits and features. Plans are billed on a recurring basis (monthly or annually) through our Merchant of Record, Polar.

Payment Terms:

You agree to pay all fees associated with your selected subscription plan
Payment is processed automatically according to your billing cycle
All fees are non-refundable except as required by law or as explicitly stated in these Terms
We reserve the right to change our pricing with 30 days' notice to existing subscribers
If payment fails, we may suspend or terminate your access to paid features

Storage Limits: Each subscription plan includes a specified storage limit. If you exceed your storage limit, we may:

Notify you to reduce your storage usage
Provide a grace period before restricting uploads
Require you to upgrade your plan or delete content

Bandwidth and Fair Use: Each subscription plan includes reasonable bandwidth for streaming and downloading your content. Excessive bandwidth usage that significantly exceeds typical usage patterns may be subject to:

Notification to reduce usage or upgrade your plan
Temporary rate limiting to ensure fair access for all users
In extreme cases, suspension of access until usage normalizes

We reserve the right to define what constitutes excessive usage based on your subscription tier and typical usage patterns. We will provide reasonable notice before taking any action.

Cancellation: You may cancel your subscription at any time through your account settings or by contacting us. Your subscription will remain active until the end of the current billing period, after which you will lose access to paid features and may need to delete content to remain within free tier limits.

Right of Withdrawal (EU consumers): If you are a consumer resident in the European Union, you have a statutory right under EU Directive 2011/83/EU to withdraw from your subscription within 14 calendar days of the initial charge date, without giving any reason. We extend the same 14-day refund window to all consumers worldwide as a goodwill commitment. To exercise the right, follow the procedure in our Refund Policy.

Refunds: Refunds are governed by our Refund Policy, which incorporates EU statutory withdrawal rights and our worldwide goodwill window.

7. Data Storage and Account Termination

Data Retention: We retain Your Content while your account is active. When you delete content or delete your account, we begin permanent deletion from our active systems immediately. Encrypted backups, content delivery caches, and sub-processor logs are purged on rolling cycles within 30 days.

Account Termination by You: You may delete your account at any time through your account settings. Upon account deletion:

Permanent deletion of Your Content from our active systems begins immediately
All files, songs, playlists, and associated data will be removed
Your subscription will be cancelled
You will lose access to all features and content immediately
Information we are legally required to retain (payment records for 7 years, consent and acceptance logs, abuse/fraud records) is preserved separately and deleted at the end of its statutory period

Warning: Account deletion is permanent and cannot be undone. We recommend backing up your content before deleting your account.

Effect on Shared Content:Content uploaded by another user and shared with you remains owned and controlled by that user. If they delete their account or content, your access to it ends. Content you uploaded and shared with collaborators is removed from collaborators' accounts when you delete it. Content shared via public links is revoked when the underlying content is deleted or the link is revoked.

Account Termination by Us: We may suspend or terminate your account immediately if:

You violate these Terms
You fail to pay required fees
You engage in fraudulent or illegal activity
We are required to do so by law

Upon termination, Your Content will be permanently and immediately deleted, and you will lose access to the Service. We are not obligated to provide you with a copy of Your Content after termination, so we recommend backing up your content regularly.

Split agreements and e-signatures: The Service lets you create, send, and record split approvals and e-signatures, and emails each party a copy of the completed agreement once everyone has signed. VAULT facilitates and delivers this process but is not a system of record, escrow agent, notary, or e-signature certification authority, and does not guarantee the legal validity or enforceability of any agreement. Signed agreements and their documents may be removed when the related song or account is deleted, or when an agreement is voided or superseded. Each party is solely responsible for retaining their own copy of any agreement they sign, and we are not liable for any loss or damage arising from agreements, documents, or records that are no longer available.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, REMY COOPER MUSIC AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY.

To the maximum extent permitted by Dutch law, our aggregate liability for any and all claims arising from or related to the Service in any 12-month period shall not exceed the lesser of (a) the fees you paid us in the 12 months preceding the event giving rise to the claim, or (b) €100.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded under Dutch law, including liability for death or personal injury caused by negligence, fraud, or intent or gross recklessness (opzet of bewuste roekeloosheid).

We do not guarantee that the Service will be uninterrupted, secure, or error-free. You are responsible for backing up Your Content and for any loss or damage resulting from your use of the Service.

9. Indemnification

You agree to indemnify, defend, and hold harmless Remy Cooper Music and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from:

Your use of the Service
Your Content and its infringement of any rights
Your violation of these Terms
Your violation of any applicable laws or regulations

10. Copyright and Intellectual Property Complaints

We respect intellectual property rights and respond promptly to valid notices of alleged infringement. This section establishes the procedure for both EU intermediary-liability notices (Article 14 of Directive 2000/31/EC and Article 17 of Directive (EU) 2019/790) and US Digital Millennium Copyright Act (DMCA) notices.

10.1. Notice of infringement

If you believe content on VAULT infringes your copyright, send a written notice to copyright@toolkit.music including all of the following:

Identification of the copyrighted work claimed to have been infringed
Identification of the allegedly infringing material with sufficient detail to locate it (URL, song ID, or public-link slug)
Your contact information (full name, address, email, phone)
A statement of good-faith belief that the use is not authorized by the rights-holder, its agent, or the law
A statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on the rights-holder's behalf
Your physical or electronic signature

We will act expeditiously on valid notices to remove or disable access to the identified material and notify the user who posted it.

10.2. Counter-notice

If your content was removed and you believe the removal was incorrect, you may submit a counter-notice to the same address with: identification of the material removed and its prior location; a statement under penalty of perjury that you have a good-faith belief the material was removed by mistake or misidentification; your full contact information; your physical or electronic signature; and a statement consenting to the jurisdiction of the District Court of Amsterdam, the Netherlands (and, for users in the United States, also the federal district court for the judicial district where you are located, or the Southern District of New York if you are outside the United States). On receipt of a valid counter-notice, we will forward it to the original complainant; if the complainant does not file suit within 10 business days, we may restore the material.

10.3. Repeat infringer policy

We will terminate, in appropriate circumstances and at our reasonable discretion, the accounts of users who are repeat infringers.

10.4. Designated DMCA agent (United States)

For DMCA notices in the United States, our designated agent is registered with the U.S. Copyright Office:

Designated Agent: Remy Borsboom
Service Provider: Remy Cooper Music
Service Provider ID: DMCA-1072488
Email: copyright@toolkit.music
Directory: dmca.copyright.gov

Misuse of the takedown process (e.g. fraudulent or knowingly false notices) may result in liability for damages under 17 U.S.C. § 512(f) or equivalent EU laws and may result in our cooperating with the affected user's claims against you.

11. Public Sharing and Intermediary Status

When you create a public link, public profile, or EPK page, you are the publisher of that content for the purposes of intellectual-property and defamation law. We act solely as a hosting intermediary under Article 14 of Directive 2000/31/EC. We will disable public links and public profile content upon receipt of a valid takedown notice under section 10.

We may, at our sole discretion and without notice, remove, disable, or de-index any public profile or public link that we reasonably believe is infringing, deceptive, harmful, abusive, or otherwise inconsistent with these Terms.

12. Dispute Resolution and Governing Law

Governing Law: These Terms are governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of law provisions.

Dispute Resolution: Any disputes arising from or related to these Terms or the Service shall be resolved as follows:

First, we encourage you to contact us directly at vault@toolkit.music to resolve the dispute amicably
If a dispute cannot be resolved amicably, you and we agree to submit to the exclusive jurisdiction of the competent courts of the Netherlands
For consumers residing in the EU, you also have the right to bring disputes to the attention of your local consumer protection authority

13. Changes to Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will:

Update the "Last updated" date at the top of this page
Notify you via email or through the Service
For material changes, provide at least 30 days' notice before the changes take effect

Your continued use of the Service after changes become effective constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Service and may terminate your account.

14. Contact Information

If you have any questions about these Terms, please contact us:

Remy Cooper Music
KvK: 61473413
VAT: NL002378599B97
Location: The Netherlands
Email: vault@toolkit.music
Copyright complaints: copyright@toolkit.music

15. General Provisions

Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Entire Agreement: These Terms, together with our Privacy Policy, Cookie Policy, and Refund Policy, constitute the entire agreement between you and Remy Cooper Music regarding your use of the Service.

Waiver: Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.