Terms of Use

Last Updated As of September 3, 2024

Please read these Terms of Use (the "Agreement") carefully. Your use of the Site and Service (as defined below) constitutes your consent to this Agreement.

This Agreement is between the end user (“You”), and LoopMagic ("LoopMagic" or "we" or "us") concerning your use of (including any access to) the LoopMagic site located at https://loopmagic.com/ (together with any materials or services available therein, and any successor site(s) and service(s), the "Site") and Service (as defined below). This Agreement hereby incorporates by reference any additional terms and conditions posted by us through the Site, or otherwise made available to you by us.

By using the service, you affirm either (1) that you are of legal age in your jurisdiction to enter into this Agreement or, (2) if you are not of legal age in your jurisdiction, that you have obtained parental or guardian consent to enter into this agreement. The service is not available to individuals who are under the age of thirteen (13).

If you are an individual accessing or using the Site on behalf of, or for the benefit of, any corporation, partnership, group, organization or any other entity with which you are associated (an "Organization"), then you are agreeing to this Agreement on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to this Agreement. References to "you" and "your" in this Agreement will refer to both the individual using the Site and to any such Organization.

This Agreement contains a mandatory arbitration provision that, as further set forth in Section 17 below, requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or any other court proceedings, or class actions of any kind.


1 Changes.

We may change this Agreement from time to time by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Site. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes.

Your use of the Service following any changes to this Agreement will constitute your acceptance of such changes. The "Last Updated" legend above indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the Site or Service (including access to the Site via any third-party links); charge, modify or waive any fees required to use the Site or Service; or offer opportunities to some or all users.

2 Information Submitted Through the Site.

Your submission of information through the Site or Service is governed by LoopMagic’s Privacy Policy, located at https://loopmagic.com/privacy-policy (the "Privacy Policy"). You represent and warrant that any information you provide in connection with the Site or Service is and will remain accurate and complete, and that you will maintain and update such information as needed.

3 Jurisdictional Issues.

The Site and Service are each controlled or operated (or both) from the United States (“U.S.”), and is not intended to subject LoopMagic to any non-U.S. jurisdiction or law. The Site or Service may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Site or Service is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Service's availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.

4 Service.

Through the Site, LoopMagic makes available a service, known as LoopMagic, that can be used to generate fully produced music tracks using user-input alongside simple settings determined by the model (the "Service"). Any track, recording, loop or song generated by or in connection with your use of the Service, including the composition therein and the sound recording thereof, is owned by LoopMagic (as further set forth in Section 8.1 below) and is referred to herein as a "Generation." Some features of our Service are only available to registered users who subscribe to such features (see "Article 6 Plans and Transaction" below). 

4.1 Service Features and Restrictions

To prevent and protect against Site and Service abuse, LoopMagic reserves the right to limit a user’s Generation creation for a certain period of time. Further, LoopMagic reserves the right to limit how many Generations may be pending at any given time per user, and such durations are at the sole discretion of LoopMagic.

Users may upload their own audio content into the Service to assist in the creation of a Generation. However, LoopMagic prohibits the uploading of any copyrighted material onto the Service to which the user does not own or control the entirety of the copyright. Further, LoopMagic does not produce Generations with any particular artist to be implied, suggested, nor duplicated. Unless otherwise provided herein, LoopMagic models were not created, nor trained with any connection to any particular artist, artist names, artists’ creative works as to respect the copyrighted works, and the rights connected to the exploitation thereof, of creators.

The Service will include tools (such as moods, genres, instruments, etc.) that assist users in creating prompts that help influence the creation of Generations. Users will have the capability to view their Generation “History,” as well as select certain Generations to add to the user’s “Favorites” list. Users will also be able to remove or delete Generations at their discretion.

5 Rules of Conduct.

In connection with the Site and Service, you must not:

  • Use the Site or Service for any unauthorized use except as expressly authorized herein.

  • Post, transmit or otherwise make available through or in connection with the Site or Service any materials that are or may be: (a) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others.

  • Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Service except as expressly authorized herein, without LoopMagic’s express prior written consent.

  • Post, transmit or otherwise make available through or in connection with the Site or Service any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a "Virus").

  • Use the Site or Service for any purpose that is fraudulent or otherwise tortious or unlawful.

  • Harvest or collect information about users of the Site or Service.

  • Interfere with or disrupt the operation of the Site or Service or the servers or networks used to make the Site or Service available, including by hacking or defacing any portion of the Site or Service; or violate any requirement, procedure or policy of such servers or networks.

  • Restrict or inhibit any other person from using the Site or Service.

  • Reverse engineer, decompile or disassemble any portion of the Site or Service, except where such restriction is expressly prohibited by applicable law.

  • Remove any copyright, trademark or other proprietary rights notice from the Site or Service.

  • Frame or mirror any portion of the Site or Service, or otherwise incorporate any portion of the Site or Service into any product or service, without LoopMagic's express prior written consent.

  • Create multiple Site accounts or share your Site account with any person.

  • Systematically download and store Site or Service content.

  • Use Generations from the Site for training of other artificial intelligence models, or the building of any other product that a reasonable person can conclude may operate in direct or indirect competition with LoopMagic, or any other related product, service, or offering from the Site or Service.

  • Use of the Service requires a compatible device, Internet access and may require obtaining updates or upgrades from time to time. You are responsible for obtaining, maintaining, updating, upgrading and paying for all hardware and all telecommunications and other services needed to use the Service.

6 Plans and Transactions.

The Service is made available pursuant to different plans (each a "Plan"), some of which are subject to certain charges.

More information regarding the Plans, including the prices and features associated with each type of Plan can be found here.

6.1 Membership Plans.

Certain features of the Service are only available to users who subscribe to the certain Plans (collectively, the "Membership Plans"). More information regarding the Membership Plans, including the prices and features associated with each type of Membership Plan can be found here.

The Service is provided to users through various tiers of memberships.

Certain features of the Service are only available to users who subscribe to the certain Plans (collectively, the "Membership Plans"). In addition to a Preliminary Free Trial, there will be three (3) types of Membership Plans, which are: (a) Basic; (b) Advanced; and (c) Resale.

The Preliminary Free Trial will be a limited usage plan provided to all Site Users for up to the first seventy-two (72) hours following their account creation. The Preliminary Free Trial will only commence upon Users providing a form of valid payment that will subsequently be used for automated monthly payments should a User fail to terminate their account before the close of the 72 hour free trial period. The Preliminary Free Trial will have the following limited functions: (i) Users will be unable to download any Generations; (ii) Users can create up to twenty (20) total Generations per monthly cycle.

The Basic Plan is Thirty-Nine Dollars ($39) per month. Upon the launch of the Service, those with an appropriate discount code will receive $10 monthly discount on the Basic Plan during the Promotional Period. Users with the Basic Plan can create up to two-hundred fifty (250) Generations per month. If a Basic Plan user wants to create additional Generations, the user will need to upgrade to the next tiered Membership Plan.

The Advanced Plan is Ninety-Nine Dollars ($99) per month. Upon the launch of the Service,  those with an appropriate discount code will receive a $30 monthly discount on the Advanced Plan during the Promotional Period. Users with the Advanced Plan can create an unlimited amount of Generations per month. However, LoopMagic reserves the right to reasonably limit a User’s Generations should LoopMagic reasonably conclude an individual’s Users usage is adversely impacting the functionality or operation of the Site.

The Resale Plan is $299 per month, and includes all the features of the Advanced Plan, but in addition, allows for the resale of samples beyond their use in creative works.

If you wish to use a Membership Plan or make any other transaction (for example, if you license the rights to a Generation), you may be asked to supply certain relevant information, such as your credit card number and its expiration date, your billing address and your shipping information. You represent and warrant that you have the right to use any credit card that you submit in connection with a Transaction. By submitting such information, you grant to us the right to provide such information to third parties for purposes of facilitating transactions. Verification of information may be required prior to the acknowledgment or completion of any transaction.

You agree to pay all charges incurred by you or on your behalf through the Site or Service, at the prices in effect when such charges are incurred. In addition, you are responsible for any taxes applicable to your transactions. While it is our practice to confirm orders by e-mail, the receipt of an e-mail order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a product or service.

6.2 Term and Renewal of Membership Plans.

If you select our monthly payment option, your Membership Plan will run on a month-to-month basis and will automatically renew at the end of each month, unless you cancel your Membership Plan before the applicable date of renewal.

If you select our annual payment option, your Membership Plan will be for a twelve (12) month period, and your Membership Plan will automatically renew for additional, successive twelve (12) month periods thereafter. We will automatically charge your account for the associated Membership Plan fee on the date of commencement of each applicable twelve (12) month renewal period, unless you cancel your Membership Plan before the applicable date of renewal.

6.3 Upgrading/Downgrading Membership Plans.

You can upgrade or downgrade between Membership Plans at any time on the Service. If you upgrade or downgrade you will immediately be (a) charged the difference in price or (b) you will be refunded with a reasonable time. This is determined based on how far you are into your initial Membership Plan at the time you upgrade or downgrade. Any refund related to a change in a Membership Plan will go back to the payment method used at the time of your purchase of the original Membership Plan. Refunds may be partial or for the full original amount, at LoopMagic’s sole discretion.

6.4 Changes to the Membership Plans.

You acknowledge and agree that the Plans, including associated pricing and features, are subject to change from time to time. In the event of any increase in the price or material reduction in the features of any Membership Plan which you have purchased, such change(s) will be reasonably communicated to you and will only take effect with respect to any subsequent renewal of your Membership Plan. In all other cases, where LoopMagic proposes to make changes to any type of Membership Plan you have purchased, LoopMagic will reasonably notify you of the proposed changes. You will have no obligation to continue using the Service following any such notification, but your continued use of your Membership Plan will constitute your acceptance of the changes to your Membership Plan.

7 Registration; User Names and Passwords.

You may need to register to use all or part of the Site or Service. We may reject, or require that you change, any user name, password or other information that you provide to us in registering. Your user name and password are for your personal use only, should be kept confidential and may not be shared with any other person; you, and not LoopMagic, are responsible for any use or misuse of your user name or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your user name or password, or your Site account. You further agree to maintain and update your registration information as required to keep it accurate, current and complete. We may terminate your rights to use the Site or Service if any information you provide is false, inaccurate or incomplete.

8 Generations.

Subject to the terms and conditions of this Agreement and to the features and settings made available by LoopMagic to you as part of the Services, you may use the Service to access and generate Generations.

8.1 Ownership of Generations.

You acknowledge and understand that all Generations shall be property of LoopMagic throughout the world. 

You agree that all Generations shall, from the inception of creation, be the sole property of LoopMagic and its designees throughout the world, free from any claims whatsoever by you or any other third party. LoopMagic and its designees shall have the exclusive right to copyright such Generation in its name as the sole owner and author thereof and to secure any and all renewals and extensions thereof throughout the world. Each such Generation shall be deemed a "work for hire" owned by LoopMagic or its designees. If for any reason, any such Generation is determined not to be a "work for hire", then all right, title and interest therein and thereto, including all copyrights therein, are hereby deemed irrevocably transferred to LoopMagic or its designee(s). To the extent that any third party you engaged or otherwise collaborated with in connection with any Generation has any right, title or interest in or to any such Generation (or any component thereof), you agree to: (a) cause each of your Collaborators to execute any documents or take any other actions as LoopMagic may request to irrevocably waive such rights and perfect LoopMagic's ownership interest in and to any Generation, (b) at LoopMagic's request, consent to and join in any action to enforce such rights. In the event you fail to execute any documents or instruments necessary to conclude the foregoing transfer, then you hereby irrevocably grant to LoopMagic the power to do so on your behalf. LoopMagic shall use reasonable efforts to provide you with copies of any such documents mentioned in the preceding sentence. You hereby irrevocably and unconditionally waive any and all moral and like rights that you might have in any such Generation and in the performances embodied therein and hereby agree not to make any claim against LoopMagic or any party authorized by LoopMagic to exploit such Generation based on such moral or like rights. Without limiting any of LoopMagic'as rights in the Generations, LoopMagic shall have the universe-wide right, in perpetuity, in its sole discretion, to use, reproduce, distribute, adapt, create derivative works based on, transmit, display and perform (publicly or otherwise), make, sell, offer to sell, import and otherwise exploit any Generation (including, without limitation, in albums, singles, records, music videos, and any advertisements, trailers, clips, featurettes, or other promotions in connection therewith), in any and all media now known or hereafter devised, and by any means or methods now known or hereafter devised.

You acknowledge and agree and it is the intent of the parties hereto that neither you nor any of your employees or contractors shall receive any LoopMagic-sponsored benefits from LoopMagic either as a consultant or employee. Such benefits include, but are not limited to, paid vacation, sick leave, medical insurance, and 401(k) participation. If you are reclassified by a state or federal agency or court as an employee, Consultant will become a reclassified employee and will receive no benefits except those mandated by state or federal law, even if by the terms of the LoopMagic's benefit plans in effect at the time of such reclassification you would otherwise be eligible for such benefits.

Notwithstanding the foregoing, LoopMagic hereby grants You a non-exclusive, worldwide, royalty-free, perpetual, non-transferable, and non-sublicensable license to use such Generations commercially and non-commercially, subject to Article 5 contained herein.

8.2 Membership Plans and Licensing of Generations.

For the avoidance of doubt, the foregoing license does not allow you to use the Generations in any of the following manners: (1) represent or warrant yourself as the author or owner of such Generation; (2) use Generations to train other artificial intelligence models or platforms; (3) use any Generation to create content that is illegal or is otherwise defamatory, offensive, obscene or promotes the same; or (4) use the Generation in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement. LoopMagic reserves the right to revoke its license to you if it discovers that you are using a Generation in any of the foregoing ways or as not expressly permitted hereunder.

8.3 Site Input and Generation Features

The following parameters exist to maintain a User-friendly ecosystem on the Site and Service.

8.3.1 User Inputs

Users may input a free-text prompt, or upload their own audio files for the Service to use as input to create a Generation. 

The Site highly discourages Users from inputting any copyrighted text into the Service with the intended or unintended intent of using the Service to create any type of transformative work, as it relates to Title 7, Section 107 of the United States Code. Such a Generation will not and shall not be deemed a Derivative Work for (i) the purposes of this Agreement, (ii) any pending or future litigation regarding a natural and foreseeable consequence of any User’s usage of the Service, nor (iii) any relevant intellectual property laws intended to protect copyright owners and their copyrighted works in the applicable jurisdiction.

Any User who uploads audio files onto the Service, represents and warrants that they own or control all relevant intellectual property rights connected thereto prior to entering and uploading them into the Service. LoopMagic expressly prohibits Users from uploading any audio files to which Users do not own or control the entire copyright.

8.3.2 User Outputs

Users will be able to select a type of Generation output, from an instrumental loop, drum loop, and one-shots. LoopMagic expressly prohibits such Generations to be used to train other artificial intelligence models.

9 Other Materials.

You may submit or otherwise make available to LoopMagic certain creative materials in connection with your use of the Service, including, but not limited to your own cover art or release notes ("Other Materials"). You hereby agree that such Other Materials are not confidential and you hereby grant to LoopMagic, on your behalf and on behalf of any applicable Collaborators, a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party (including any of your Collaborators) to use and otherwise exploit such Other Materials. For the avoidance of doubt, the Other Materials shall exclude any LoopMagic Generated Materials.

10 License to Feedback.

You agree that LoopMagic may use any suggestions, ideas, proposals or other materials provided by you, whether related to the Site or Service or otherwise ("Feedback"), and you hereby agree that such Feedback is not confidential. You hereby grant to LoopMagicBoomy, on your behalf and on behalf of any applicable Collaborators, a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party (including any of your Collaborators) to use and otherwise exploit such Feedback.

11 Monitoring.

We may (but have no obligation to) monitor, evaluate, alter or remove Generations before or after they appear on the Site, or analyze your access to or use of the Site. We may disclose information regarding your access to and use of the Site, and the circumstances surrounding such access and use, to anyone for any reason or purpose.

12 Your Limited Rights.

Subject to your compliance with this Agreement, and solely for so long as you are permitted by LoopMagic to use the Site or Service, you may view one (1) copy of any portion of the Site to which we provide you access under this Agreement, on any single device, solely for your personal, non-commercial use.

13 LoopMagic's Proprietary Rights.

We own the Site and Service, which is protected by proprietary rights and laws. Our trade names, trademarks and service marks include "LoopMagic" and any associated logos. All trade names, trademarks, service marks and logos on the Site or Service not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Site or Service should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner.

14 Third Party Materials; Links.

Certain Site and Service functionality may make available access to information, products, services and other materials made available by third parties ("Third Party Materials"), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials.

We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by LoopMagic with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Site or Service at any time. In addition, the availability of any Third Party Materials through the Site or Service does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider.

Your use of Third Party Materials is at your own risk and is subject to any additional terms, conditions and policies applicable to such Third Party Materials (such as terms of use or privacy policies of the providers of such Third Party Materials).

15 Representations and Warranties.

15.1

If you are an individual entering into this Agreement on behalf of an Organization, you hereby represent and warrant that you are authorized to act on behalf of such Organization. If you are an Organization, you hereby represent and warrant that the individual entering into this Agreement on your behalf is authorized to act on your behalf.

15.2

In addition to the other representations and warranties contained herein, you hereby represent and warrant that: (a) you are authorized to act on behalf of any of your Collaborators; and (b) you have and will maintain all permissions, approvals, authorizations, licenses and other rights necessary to grant the rights and licenses granted to LoopMagic hereunder, including any such permissions, approvals, authorizations, licenses or other rights of any of your Collaborators.

16 Disclaimer of Warranties.

To the fullest extent permitted under applicable law: (a) the Site, the Service, any Generations and Third Party Materials are made available to you on an "As Is," "Where Is" and "Where Available" basis for your personal, non-commercial use, without any warranties of any kind, whether express, implied or statutory; and (b) LoopMagic disclaims all warranties with respect to the Site, the Service, any Generations and Third Party Materials, including the warranties of merchantability, fitness for a particular purpose, non-infringement and title. All disclaimers of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of both LoopMagic and its affiliates and their respective directors, officers, employees, affiliates, agents, representatives, licensors and service providers (collectively, the "Affiliated Entities"), and their respective successors and assigns.

While we try to maintain the timeliness, integrity and security of the Site, we do not guarantee that the Site is or will remain updated, complete, correct or secure, or that access to the Site will be uninterrupted. The Site may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Site. If you become aware of any such alteration, contact us at legal@boomy.com with a description of such alteration and its location on the Site.

17 Limitation of Liability.

To the fullest extent permitted under applicable law: (a) LoopMagic will not be liable for any indirect, incidental, consequential, special, exemplary or punitive damages of any kind, under any contract, tort (including negligence), strict liability or other theory, including damages for loss of profits, use or data, loss of other intangibles, even if advised in advance of the possibility of such damages or losses; (b) without limiting the foregoing, LoopMagic will not be liable for damages of any kind resulting from your use of or inability to use the Site, the Service or Third Party Materials, including from any Virus that may be transmitted in connection therewith; (c) your sole and exclusive remedy for dissatisfaction with the Site, the Service or Third Party Materials is to stop using the Site or Service; and (d) the maximum aggregate liability of LoopMagic for all damages, losses and causes of action, whether in contract, tort (including negligence) or otherwise, shall be the greater of the total amount, if any, paid by you to LoopMagic to use the Service and an amount equal to twenty U.S. Dollars ($20.00). All limitations of liability of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of both LoopMagic and the Affiliated Entities, and their respective successors and assigns.

18 Indemnity.

18.1

To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless LoopMagic and the Affiliated Entities, and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys' fees) (together, "Losses") arising out of or relating to (a) your use of, or activities in connection with, the Site or Service (including any Generation, any component thereof or any modifications that you or your Collaborators have made to any such Generation); (b) any violation or alleged violation of this Agreement by you; (c) any claims brought or threatened against LoopMagic or any Affiliated Entity by any of your Collaborators; and (d) any third-party claims brought or threatened against LoopMagic or any Affiliated Entity related to any act or omission of any of your Collaborators.

18.2

In addition, if you entered into this Agreement on behalf of an Organization, you agree to defend, indemnify and hold harmless LoopMagic and the Affiliated Entities, and their respective successors and assigns, from and against all Losses arising out of or relating to (a) any claims brought or threatened against LoopMagic or any Affiliated Entity by such Organization; and (b) any third-party claims brought or threatened against LoopMagic or any Affiliated Entity related to any act or omission of such Organization.

19 Termination.

This Agreement is effective until terminated. LoopMagic may terminate or suspend your use of the Site or Service at any time and without prior notice, for any or no reason, including if LoopMagic believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination or suspension, your right to use the Site and Service will immediately cease, and LoopMagic may, without liability to you or any third party, immediately deactivate or delete your user name, password and account, and all associated materials, without any obligation to provide any further access to such materials. Sections 2–13, and 15–25 shall survive any expiration or termination of this Agreement.

20 Governing Law; Arbitration.

20.1

The terms of this Agreement and any claim or dispute relating to or arising under this Agreement or in connection with your use of the Service are governed by and shall be construed in accordance with the laws of the United States (including federal arbitration law) and the State of New York, U.S.A., without regard to its principles of conflicts of law, or any rules of private international law, that would lead to the application of any other laws, and regardless of your location.

20.2

Except for disputes that qualify for small claims court, all disputes arising out of or related to this Agreement or any aspect of the relationship between you and LoopMagic, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury and you agree that LoopMagic and you are each waiving the right to trial by a jury. You agree that any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted and you are agreeing to give up the ability to participate in a class action.

20.3

If you are an individual who is accessing or using the Site or the Service in your individual capacity, (a) the arbitration will be administered on an individual basis (i.e., not as a class arbitration or class action) by the American Arbitration Association under its Consumer Arbitration Rules, as amended by this Agreement (the Consumer Arbitration Rules are available online at the webpage located here); (b) the arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate; (c) any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances; and (d) if the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator.

If you are an individual who is accessing or using the Site or the Service in your individual capacity, you can opt out of this arbitration provision within thirty (30) days of the date that you first agreed to any version of this Agreement. To opt out, you must send your name, residence address, and email address used for your account or when you access the Site or Services and a clear statement that you want to opt out of this arbitration provision, and you must send them to LoopMagic, 2991 Sacramento St Unit #207 Berkeley, CA 94702.

20.4

If you are (a) an Organization; (b) an individual accessing or using the Site or Service on behalf of, or for the benefit of, an Organization; or (c) if you are an individual using the Site or Service in a business capacity, the arbitration will be administered on an individual basis (i.e., not as a class arbitration or class action) by the American Arbitration Association under its Commercial Arbitration Rules, as amended by this Agreement (the Commercial Arbitration Rules are available online at the webpage located here), and the arbitrator will conduct hearings, if any, in-person in the Borough of Manhattan in New York, NY.

20.5

The arbitrator's decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. You agree that the federal and state courts located in New York County in the State of New York, U.S.A., will have such jurisdiction, and you hereby waive any jurisdictional, venue or inconvenient forum objections to such courts. Notwithstanding any of the foregoing, nothing in this Agreement will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you.

21 Information or Complaints.

If you have a question or complaint regarding the Site, you may contact us at help@boomy.com. Please note that such communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (800) 952-5210.

22 Copyright Infringement Claims.

The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site infringe your copyright, you (or your agent) may send a written notice to LoopMagic by mail or email requesting that LoopMagic remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to LoopMagic a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA.

See http://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to LoopMagics Copyright Manager as follows: By mail to LoopMagic, 1748 Shattuck Ave, Unit #306, Berkeley, CA 94709 USA; or by e-mail to legal@boomy.com. LoopMagicBoomy's Copyright Manager's phone number is 510-730-3746.

We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.

23 Miscellaneous.

Neither this Agreement nor your use of the Site and/or Service shall be construed to, create or otherwise result in any partnership, joint venture, employer-employee, agency, franchisor-franchisee, or fiduciary relationship between LoopMagic and you or any of your Collaborators. Neither you nor any your Collaborators are an employee, agent, or partner of LoopMagic. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term "including" or variations thereof in this Agreement shall be construed as if followed by the phrase "without limitation." This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and LoopMagic relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and LoopMagic relating to such subject matter. This Agreement is for the benefit of, and will be enforceable by, you and LoopMagic only. This Agreement is not intended to confer any right or benefit on any third party, including any of your Collaborators. No action may be commenced or prosecuted against a party hereto by any third party claiming as a third-party beneficiary of this Agreement. Notices to you (including notices of changes to this Agreement) may be made via posting to the Site or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. LoopMagic will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.