End user agreement

These are the terms that apply to your licence of this software application (and any update/upgrade to it) that we make available for download (the App) from any third party application store or other website. We licence you to download, access and use the App provided that you comply with the terms of this agreement. This licence (a) is only for you personally (b) starts when you first download the App and (c) covers all content and other material on the App (including, without limitation, all of our support resources).

The terms of this agreement also apply to all of the services that are accessible through the App, unless separate or additional terms apply to those services, in which case they will be displayed on-screen or accessible via a link (and you will then have the opportunity to review and accept them). 

Protecting your personal information is important to us. Use of your personal information submitted on or through the App is governed by our Privacy Policy and Cookie Policy. These explain what personal information we collect from you, how and why we collect, store, use and share that personal information, your rights in relation to the information, and how to contact us if you have a query or complaint.

We may also collect and use technical data, which could include (for example, but without limitation) the specifications of your device and its software, in order to help us provide software updates, product support and other services related to the App. We may also use this information, as long as it is in a form that does not personally identify you, to improve the App and/or to offer new services through the App.

You must comply with the rules of the relevant third party application store from which you download the App, as well as the terms of this agreement. If there is any conflict between them, you should follow the rules of the third party application store rather than the equivalent term of this agreement.

You do not own the App but you can use it on devices you own or control, as permitted by the terms of this agreement. The App is owned and provided by nkoda Limited (we, us and our). We are a limited company, registered in England. Our registered company number is 09889486, and our registered office is at TC Group, Level 1, Devonshire House, One Mayfair Place, London W1J 8AJ, UK. Our VAT registration number is 231 8714 17. You acknowledge that this agreement is entered into between you and us, and no third party (such as, without limitation, the operator of any third party app store) is a party to this agreement.

BY DOWNLOADING, ACCESSING AND/OR USING THE APP, YOU CONFIRM THAT YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ACKNOWLEDGE THAT THEY CONSTITUTE A LEGALLY-BINDING CONTRACT BETWEEN US AND YOU. PLEASE READ THIS AGREEMENT, AND ALSO OUR PRIVACY POLICY AND COOKIE POLICY, CAREFULLY BEFORE YOU DOWNLOAD, ACCESS OR USE THE APP. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO DOWNLOAD, ACCESS OR USE THE APP, AND YOU SHOULD NOT CLICK TO ACCEPT THESE TERMS OR PROCEED ANY FURTHER.

We reserve the right to change these terms from time to time by notifying you (with the updated terms being displayed on-screen, or through a link to the updated terms) when you next start the App. You can then review and accept those updated terms. These terms were last updated on Wednesday 12th January 2022.

By using the App, you confirm to us that you are 12 years old or older. If you are under the age of 12, you may not download, access or use the App. To pay for and download the App, and/or to make any optional “in-App” purchases, you must be at least 12 years of age.

The App may only be downloaded, accessed and used on a device that is owned or controlled by you and running the relevant operating system for which the App was designed. So you must make sure that you have a compatible device which meets all the necessary technical specifications to enable you (a) to download the App and (b) to access and use the downloaded App.

You will be assumed to have obtained permission from the owner of any device that is controlled, but not owned, by you to download the App to that device. You accept responsibility, in accordance with the terms of this agreement, for all access to, and use of, the App by you on any device, whether or not it is owned by you. If you sell or give away the device on which you have downloaded the App, you should first remove the App from that device.

You acknowledge that the mobile service provider for the device to which you download, or on which you access or use, the App may charge for internet access (including mobile data usage) on that device.

We may, from time to time and at our discretion, restrict (a) any downloads of the App, and/or (b) access to certain features, functions or content of, or services accessible through, the downloaded App, to users who have registered with us. If that is the case, and you have not registered with us, you will be unable to download the App or (as the case may be) use the applicable features, functions or content of, or access the applicable services through, the downloaded App. If you register with us, you must ensure that any registration details you provide to us are complete and accurate.

If you choose, or you are provided with, a log-on ID (such as a username and password or other identifier) for accessing or using the App, you must treat that information as confidential and you must not reveal it to anyone else. You are responsible for all activities that occur under your log-on ID and you must notify us immediately of any unauthorised use of your log-on ID of which you become aware. We reserve the right to disable any log-on ID, at any time, if in our opinion you have failed to comply with any of  the terms of this agreement or if any of the details that you provide to us, for the purposes of registering as a user, prove to be false or incomplete.

We cannot, and do not, guarantee (a) the continuous, uninterrupted or error-free operability or availability of the App or (b) that the App will respond at a certain speed (since this depends on a number of factors which are outside our control).

We may make available optional “in-App” purchases (such as purchasing sheet music) which will require you to pay a fee, the amount of which will be as set out within the App.

The use of the App involves a subscription. Your subscription for the App (for which you will pay a fee, unless we waive your fee as part of a free trial or other promotional offer) gives you access to the App, and all features, functions and/or content of the App, for the period of time selected by you from amongst the available options (which will be indicated on the relevant third party application store). 

It is important to note that, at the end of the relevant subscription period, your subscription for the App will automatically renew for an equivalent period (and continue to do so), unless you alter your subscription renewal settings in accordance with the instructions to be found on the relevant third party application store.

Where you pay to download the App, or for an in-App purchase, we warrant that it will substantially comply with the description provided by us at the point of download and that any services we provide through it will be provided with reasonable care and skill.

You can cancel your subscription for the App at any time, in which case you will be able to use the App until the end of your current subscription period. Subscription payments are not refundable, and we do not provide refunds or credits for any partial or unused subscription periods. In particular, but without limitation, we have no liability or obligation to provide a refund to you in connection with any internet or other service outage or failure caused by (a) the actions of any government authority or other third party (b) any component(s) in your device that is not working correctly (c) any failure of any third party platform provider or application store or (d) any other event that is beyond our reasonable control.

If you or we terminate your subscription for the App, or if we restrict your access to the App in accordance with the terms of this agreement, you agree that (subject to applicable laws) (a) we will have no ongoing liability or responsibility to you and (b) except as expressly provided in this agreement, you will not receive a refund of any subscription (or other) payment(s) which you have already made to us.

You may only use the App (a) for non-commercial, personal use (b) in accordance with the terms of this agreement (and in accordance with any applicable terms of any relevant third party service provider for the device to which you download, or on which you access or use, the App)  (c) for lawful purposes (complying with all applicable laws and regulations) and (d) in a responsible manner.

Subject to sections 4.3 and 5 below, you may retrieve and display content from the App on a computer or mobile device, and store the App in electronic form, incidentally in the normal course of the use of your device. Additional terms may also apply to certain features, parts or content of the App and, where they apply, those additional terms will be displayed on-screen or accessible via a link (and you will then have the opportunity to review and accept those additional terms).

The provision of content via the App does not grant you any rights of public performance and you should obtain a public performance licence where necessary.

Except to the extent expressly set out in this agreement, you are not allowed to (nor can you try to):

1. republish, redistribute or re-transmit the App;
2. copy or store the App, other than for your own personal use as permitted by these terms, and as may otherwise occur incidentally in the normal course of use of your browser, computer or mobile device;
3. store the App on a server or other storage device connected to a network;
4. pretend the App is your own or make it available for others to download, access or use (including, without limitation, by copying code from the App and/or creating any independent version of the App);
5. create a database by systematically downloading and storing any content or other material or data from the App (other than User Content, as defined in section 9 below);
6. deliberately remove or change any code within the App or content of the App (other than User Content, as defined in section 9 below), or attempt to circumvent or manipulate any security measures in the App, or otherwise interfere with the proper working of the App or any server on which it is hosted (in each case, whether directly or through the use of any separate software);
7. use the App in a way that might damage our name or reputation or that of any of our affiliates or commercial partners;
8. use any content or User Content (or any other part of the App) in a manner that:

(i)    permits the public performance of any content on the App unless you have entered into an agreement with the relevant publisher (or its authorised representative) for the hire of such content and only during the period of such hire;

(ii)   is not in compliance with applicable law or encourages any unlawful activity;

(iii)   is defamatory, criminally obscene, offensive, harassing and/or discriminatory;

(iv)   violates or infringes the rights (including, without limitation, the intellectual property rights) of any third party, such as the author or publisher of the content or any User Content; or

(v)   circumvents any restrictions we impose on accessing any content from outside a particular territory; or

i. use the App to gain unauthorised access to any computer, data, system, account or network, or transmit any harmful software code (including, without limitation, any virus(es)) or to otherwise deliberately disrupt the operation of any third party website, software platform or application, server or business; or

j. otherwise do anything that is not expressly permitted by the terms of this agreement.

All rights granted to you under the terms of this agreement will terminate immediately if you are in breach of any of them.

To do anything with the App, or any content on the App, that is not expressly permitted by the terms of this Agreement, you will need a separate licence from us. Please contact us, using the Contacting us details at the end of this agreement, if you need such a separate licence from us.

Certain third party platform providers, with whose devices and/or operating systems the App has been designed to be compatible, oblige us to include certain additional provisions in the terms of this agreement. These are set out at section 16 below under Additional third party terms. These additional provisions are requirements of the relevant third party platform providers, not us.

Third party application stores are operated by the relevant third party platform providers and/or their affiliates. You must comply with all applicable terms and conditions of service, rules and policies applying to any third party application store from which you download the App. We are not responsible for these stores or (with the exception of the App) for anything provided by them, and we do not guarantee that they will be continuously available.

Please carefully review any and all terms and conditions of service, rules, privacy policies and other documents, that you intend to enter into with the relevant third party application store(s), to ensure you can comply with them (and, if necessary, to ascertain your statutory rights and remedies).

We license, but do not sell, the App to you to download. We remain the owner of the App at all times. You do not own the App but you can use it on devices you own or control, pursuant to this agreement.

All intellectual property rights in the App, and in any content that is available on the App (including, without limitation, text, graphics, software, photographs and other images, videos, sound, trade marks and logos, and any User Data Submission (as defined in section 10 below)), other than User Content (as defined in section 9 below), are owned by us or our licensors. Except as expressly set out in this agreement, (a) nothing in this agreement gives you any rights in respect of any intellectual property owned by us or our licensors and (b) you acknowledge that you do not acquire any ownership rights by downloading, accessing or using the App or any content from the App.

The App may contain some or all of the code detailed in Schedule 1 below, commonly referred to as open-source software, which is distributed under any of the many known variations of open source licence terms, including (without limitation) terms which allow the free distribution and modification of the relevant software’s source code and/or which require all distributors to make such source code freely available upon request, including any contributions or modifications to such source code made by any such distributor (Open Source Software).

Please note that, to the extent that the App contains any Open Source Software, that element only of the App is licensed to you under the relevant licence terms of the applicable third party licensor (Open Source Licence Terms), and not under the terms of this agreement, and you accept and agree to be bound by such Open Source Licence Terms. A copy of the source code for any Open Source Software contained in the App, and the relevant Open Source Licence Terms, will be made available to you on request.

You agree that your downloading, accessing and use of the App are on an 'as is' and 'as available' basis and at your sole risk.

We reserve the right to change the format and/or features of the App from time to time at our discretion, for reasons which may include changing functionality, but we will ensure the App still meets the description that was provided to you when you first downloaded the App. In any such case, we will make the updated App available for you to download or, where your device settings (and, as applicable, the relevant third party application store) permit it, by the automatic delivery of updates. You are not obliged to download the updated App, but we may cease to provide and/or update content to prior versions of the App and, depending on the nature of the update, in some circumstances you may not be able to continue using the App (and/or you may be exposed to security vulnerabilities) until you have downloaded the updated version. So we strongly suggest you download all updates to the App as soon as they are available. You will be asked to agree to any material updates in advance by an in-App notification, usually when you download an update. If you do not accept the changes, you will not be able to use the App.

Where the App makes content available, you acknowledge that such content may be updated at any time. We reserve the right to cease to provide any content, and/or to update any content, with or without notice to you, if we need to do so for security, legal or any other reasons.

Whilst we try to make sure that content made available by the App, and consisting of information of which we are the source, is correct, you acknowledge that the App may make content available which is derived from a number of other sources, for which we are not responsible and which may not be correct. In all cases, information made available by the App is not intended to amount to authority or advice on which any reliance should be placed. You should check with us, or the relevant information source, before acting on any such information.

Except as set out in this agreement, we make or give no representation or warranty as to the accuracy, completeness, currency, correctness, reliability, integrity, quality, fitness for purpose or originality of any content on the App and, to the fullest extent permitted by law, all implied warranties, conditions or other terms of any kind, in connection with such content, are hereby excluded, and we accept no liability for any loss or damage of any kind incurred as a result of you (or anyone else) relying on any of the content that is made available on or through the App from time to time.

The App may, from time to time, allow you to submit user-generated content such as your own sheet music or annotations on existing sheet music (User Content) and may also allow you to communicate that User Content, either to selected recipients or in public or semi-public areas, such as comments pages or discussion forums, on the App (collectively, User Content Areas). We do not control User Content submitted to the App, nor are User Content Areas actively moderated by us. You are solely responsible for any User Content that is submitted by you, and you acknowledge that all User Content expresses the views of its respective authors, and not our views (nor those of our employees, affiliates or commercial partners).

If you submit any User Content, you must keep it relevant to the purpose of the User Content Area to which you submit it and the nature of any associated topic. You also warrant that you have the rights to submit all User Content submitted by you (including, for example but without limitation, that you have the rights to upload any sheet music uploaded by you as User Content).

User Content must not:

(a)    contain, transmit, distribute, link to or otherwise make available, or advertise or promote, any content that infringes any intellectual property rights or data protection, privacy or other rights of any other person;

(b)   be defamatory or in breach of any contractual duty or any obligation of confidence;

(c)    be obscene, sexually explicit, threatening, abusive, harassing, inciteful of violence or hatred, blasphemous, discriminatory (on any ground), liable to cause anxiety, alarm or embarrassment, or knowingly false or misleading;

(d)   breach any applicable laws or regulations or otherwise be objectionable;

(e)   impersonate any person or entity or otherwise misrepresent your relationship with any person or entity;

(f)    contain, transmit or distribute any unsolicited or unauthorised advertising, marketing or promotional material or any other form of authorised solicitation (sometimes known as ‘spam’); or

(g)   transmit or distribute any virus and/or other software code that has any contaminating or destructive elements (“Prohibited Content”).

You agree that, by submitting any User Content, you grant us and our affiliates a perpetual, irrevocable, worldwide, non-exclusive, royalty-free and fully sub-licensable right and licence to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content (in whole or part), and/or to incorporate such User Content in other works in any form, media or technology, and you waive any moral rights you may have in, or to be identified as the author of, such User Content.

Whilst we do not pre-screen User Content, we reserve the right, at our sole discretion, to delete, edit or modify any User Content submitted by you, and/or to close any discussion topic on any User Content Area, at any time (with or without notice to you).

Complaints about any User Content must be sent to contact@nkoda.com and must contain details of the specific User Content giving rise to the complaint.

The App may, from time to time, allow you to submit data to us which you think will enhance the content or other data that is already available on or through the App (a User Data Submission). Any such User Data Submission can be made through the relevant part of our website at: data.nkoda.com. We will validate any such User Data Submission and either approve it or reject it. The approval or rejection of any such User Data Submission is entirely at our discretion.10.2     If we approve your User Data Submission, you may also be rewarded with a credit which can be redeemed in the form of vouchers/gift cards issued by specified third party providers (as notified by us to you at the relevant time). The allocation and value of any such credit will be determined by us and is entirely at our discretion. The use of the relevant vouchers/gift cards will be subject to, and governed by, those terms and conditions which will be notified to you by the relevant third party providers. 

If you make a User Data Submission, you agree that (a) your User Data Submission will not contain, transmit, distribute, link to or otherwise make available, or advertise or promote, any Prohibited Content (as defined in section 9 above) and (b) all data and other content comprised within your User Data Submission will become our property and will be owned solely and exclusively by us (whether your User Data Submission is approved or rejected by us). 

If you breach any of the terms of this agreement, at our discretion, your ability to make User Data Submissions may be restricted and/or your right to use the App may be terminated (in which case any credits which have not been redeemed by you, before such termination, will no longer be redeemable by you).

The App may, from time to time, include links to external websites, which may include links to third party services, products, offers and/or promotions. We include these to provide you with access to information, products or services that you may find useful or interesting. We are not responsible for the examining, evaluating or verifying the content of any of these external websites, or for anything offered or provided by or through any of them, and we do not guarantee that they will be accurate or continuously available. We reserve the right to change or remove the links to any such external websites from time to time.

The fact that we include links to such external websites does not imply any endorsement by us of, or any other association with, their operators or promoters. Before using any such external website, product or service, please make sure you have read and agreed to the terms and conditions on which it is being offered or provided to you (including, without limitation, the way in which they may use your personal information).

You should not use any such external website, product or service in any way that is inconsistent with the terms of this agreement, or any of the terms and conditions of the relevant external website, product or service, or in any way that infringes our intellectual property rights or those of any third party.

Nothing in this agreement excludes or limits (a) our liability for any death or personal injury caused by our negligence (b) our liability for fraud or fraudulent misrepresentation (c) our liability for any breach of any term implied by the Consumer Rights Act 2015 which, by law, may not be limited or excluded or (d) any other liability that the law does not allow us to exclude or limit.

Subject to section 12.1 above:

(a)    any liability we have for losses or damages that you suffer is strictly limited to losses or damages that were foreseeable; 

(b)   our liability for any such foreseeable losses shall not, in aggregate, exceed the higher of 

(i)    £1,000;

(ii)    the total fees paid by you for any subscription to the App, and/or any in-App purchase(s), in respect of which the liability arises; and 

(iii)   the minimum amount permitted by applicable law,

and by ‘foreseeable losses’ we mean that, at the time this agreement was entered into, either it was clear that such losses would occur, or you and we both knew that such losses might reasonably occur as a result of something that we did or failed to do; and

(c)    we are not liable to you for (i) any losses or damages that are not foreseeable (ii) any losses or damages that are not caused by our breach of contract or negligence or (ii) any business losses or damages.

We will not be liable or responsible for any failure to perform, or for any delay in the performance of, any of our obligations that is caused by any event(s) outside our reasonable control. In particular, but without limitation, we will have no liability or obligation to you in connection with any internet or other service outage or failure caused by (a) the actions of any government authority or other third party (b) any component(s) in your device not working correctly (c) any failure of any third party platform provider or application store or (d) any other event that is beyond our reasonable control.

You can cancel your subscription for the App at any time, in which case you will be able to use the App until the end of your current subscription period. The agreement between us and you will then come to an end. 

We can end this agreement if you do not comply with any part of it. We will give you a reasonable amount of notice before the agreement ends but, if what you have done is serious, then we may end this agreement immediately and without advance notice to you. For the purpose, ‘serious’ means that you are causing harm (or attempting to cause harm) to other users of the App, interfering with the operation of the App or doing anything else that we think presents a big enough risk to justify us ending the agreement quickly.

The consequences of the agreement ending are that (a) you are no longer allowed to access or use the App and we may remotely limit your access to it (b) you must delete it from any devices on which it has been installed by you and (c) we may delete or suspend access to any accounts that you hold with us.

If we end this agreement, or restrict your access to the App in accordance with this agreement, subject to applicable laws (a) we will have no ongoing liability or responsibility to you and (b) except as expressly provided in this agreement, you will not receive a refund of any payment(s) you have made to us. Subscription payments are not refundable, and we do not provide credits for unused subscription periods.

You may not transfer or assign any of your rights or obligations under the terms of this agreement without our prior written consent. We can transfer our rights under this agreement to another business without your consent, but we will (a) notify you of the transfer and (b) try to make sure that you are not adversely affected as a result.

All notices given by you to us must be given in writing to the address set out in section 15 of this agreement.

If we fail to enforce any of our rights under this agreement, that does not result in a waiver of that (or any other) right.

If any provision of this agreement is found to be unenforceable, all other provisions of the agreement wil remain unaffected.

The terms of this agreement may not be varied except with our express written consent. We reserve the right to change the terms of this agreement by notifying you (with the updated terms being displayed on-screen or via a link) when you next start the App. You can then review and accept the updated terms. 

Except as expressly provided otherwise in this agreement, no one other than us or you has any right to enforce any provision of this agreement.

The laws of England and Wales apply to this agreement, although if you are resident elsewhere you will retain the benefit of any mandatory protections given to you by the laws of that country. You agree that any dispute between you and us regarding this agreement or the App will be subject to the non-exclusive jurisdiction of the courts of England and Wales. This means that you can choose whether to bring a claim in the courts of England and Wales or in the courts of another part of the UK in which you live.

Please submit any questions you have about the terms of this agreement, or any complaint or concern in relation to the App, by email to contact@nkoda.com or write to us at: nkoda, TC Group, Level 1, Devonshire House, One Mayfair Place London W1J 8AJ, United Kingdom.

Apple:

If the version of the App that you download, access and/or use is downloaded from the App Store operated by Apple Inc. ("Apple"):

(a)    your licence to use the App is limited to a non-transferable licence to use the App on an Apple-branded device owned or controlled by you and as permitted by Apple’s usage rules published in its App Store terms of service, except that the App may be accessed, acquired and used by other accounts associated with you via Family Sharing or volume purchasing;

(b)   you acknowledge and agree that:

(i)    Apple has no obligation at all to provide any support or maintenance services in relation to the App - if you have any maintenance or support questions in relation to the App, please contact us, not Apple, using the Contacting us details in Section 15 of this agreement;

(ii)   we, not Apple, are responsible for addressing any claims by you, or any third party, relating to the App or your possession and/or use of the App, including (without limitation) product liability claims, any claim that the App fails to conform to any applicable legal or regulatory requirement and claims arising under consumer protection or similar legislation;

(iii)   in the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App to you;

(iv)   to the maximum extent permitted by applicable law, Apple will have no other warranty obligations whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs and expenses attributable to any failure to conform to any warranty will be our sole responsibility and we are solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed by us;

(v)   in the event of any claim by a third party that your possession or use of the App (in accordance with this agreement) infringes any intellectual property rights, Apple will not be responsible or liable to you in relation to that claim; and

(vi)   although this agreement is entered into between you and us (and not Apple), Apple and its subsidiaries are third party beneficiaries of this agreement and, upon your acceptance of the terms of this agreement, Apple Inc. will be deemed to have accepted the right to enforce the terms of this agreement against you as a third party beneficiary thereof;

       (c) you represent and warrant that:

(i)_  you are not, and will not be, located in any country that is the subject of a United States Government embargo or that has been designated by the United States Government as a "terrorist supporting" country; and

(ii)   you are not listed on any United States Government list of prohibited or restricted parties; and

(d)   you must comply with any applicable third party terms of agreement when using the App, such as your mobile phone provider's data usage agreement.

Google:

If the version of the App that you download, access and/or use is downloaded from Google Play:

(a)    You are allowed unlimited reinstalls of the App, without any additional fee, provided that if the App is removed from Google Play due to (i) an allegation of infringement, or actual infringement, of any third party intellectual property right (ii) an allegation of, or actual violation of, any other third party right(s) or (iii) an allegation or determination that the App does not comply with applicable law (collectively "Legal Takedown") then the App will be removed from all portions of Google Play and you will no longer have a right or ability to reinstall the App.

(b)   You may also be able to claim a refund from Google for purchases made in the App if you qualify under the Google Play refund policy at:

https://support.google.com/googleplay/answer/2479637?p=play_refund

(c)    Google grants to the User a non-exclusive, worldwide and perpetual license to display and use the App. For this purpose, the "User" means you and may also include, but is not limited to, a family group and family members whose accounts are joined together for the purpose of creating a family group. Family groups on Google Play will be subject to reasonable limits designed to prevent abuse of family sharing features.

Google Play and the Google Play logo are trademarks of Google LLC.

Microsoft:

If you download the App from a Microsoft-owned or operated platform, however named, through which applications may be offered to or acquired by customers, we are required to permit you to stream and run the App on up to at least ten Windows 10 devices that are associated with your Microsoft account, without payment of any additional fees, with no restriction on (a) how often you can register or de-register such devices or (b) how often you must access the App from a given device to maintain or refresh your licensed files on that device. You may also download the App to a device not registered with your Microsoft account.

Wikipedia is a registered trademark of the Wikipedia Foundation, all other trademarks are the property of their respective owners.
nkoda uses elements from the Bravura font family created by Daniel Spreadbury and published under a SIL Open Font License.