Terms and Conditions
LAST UPDATED: 2023-8-30
1. Terms of Service
Positive Grid Limited and/or its affiliates and subsidiaries (collectively, “Positive Grid” “we” or “us”) are pleased to provide to you certain services, websites, software, applications, content, and products (“Positive Grid Products” and “Products”)
These Terms do not alter in any way the terms or conditions of any other agreement you may have with us in respect of any products, services or otherwise. If you are using the Services on behalf of any person or entity, you represent and warrant that you are authorized to accept these Terms on such person or entity’s behalf and that such person or entity agrees to be responsible to us if you or such person or entity violates these Terms.
2. These Terms of Service Are a Contract Between You and Us
- Binding Contract. These terms of service (“Agreement”) are a contract between you and Positive Grid Limited, and its affiliates and subsidiaries. Other than as expressly stated herein, there are no third-party beneficiaries of this Contract.
- Agreement. You represent to Positive Grid that you have read, understood, and expressly agree to be bound by this Agreement, and the terms, conditions, and notices contained or referenced herein. If you do not agree to the Agreement, you may not use the Positive Grid Products.
- Electronic Notice. You consent to receive notices, including agreements, disclosures, and other communications, electronically from us at the email address you have provided. You agree that these electronic notices satisfy any legal requirements that such communications be in writing. You can opt out of promotional communications by following the “Unsubscribe” directions for emails, through the settings of the Positive Grid Product, or, if via text message, by responding STOP. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE POSITIVE GRID PRODUCTS.
- Termination or Suspension. We may terminate or suspend your access to any Positive Grid Products, and/or terminate this Agreement subject to the survival of terms as provided below, if required by law, or if we have objective reason to believe you have used the Positive Grid Products in violation of any provision of this Agreement or any supplemental terms, and/or if you engage in or encourage infringement or any other illegal conduct as it relates to your use of the Positive Grid Products. On termination, you should immediately cease using and destroy all copies of the Software.
3. Our Service
CONTENT. “Content” means any presets, sound samples, sound libraries or any other content for use with the Positive Grid software that is provided by Positive Grid with the Positive Grid software.
ONLINE SERVICES “Online Services” means any internet or cloud provided features made available to end users through the Positive Grid software, including (if available) the “ToneCloud, Auto Chords” features.
Our online services are for personal non-commercial use only. It is licensed to you, and not to be sold, assigned or transferred.
Our online services are provided to you in its current state. Positive Grid nor any third parties, it’s licensors, or affiliated parties give any warranty or guarantee that the Positive Grid products will be provided accurately, timely, completely, without interruptions, errors or defects, that your use of the Positive Grid services will not infringe upon the rights of third parties, that GoGutiar AI errors and defects will always be fixed. We expressly exclude liability regarding your use of the GoGuitar AI to the fullest extent permitted by law.
We may change our online services at any time, including adding or removing any features.
You shall be responsible for the data and results created by you through the use of our online services. You guarantee that such data and results are not illegal and that it does not infringe on the rights of third parties. You indemnify Positive Grid against claims from third parties, from whatever nature, in relation to this data, results or your use of our online Services.
You will not collect content or information, or otherwise access the online services, using automated means (bots, robots, scrapers, spiders) without our written permission.
Positive Grid may limit and/or restrict your access to part or all of the online services, without notice and without incurring any liability.
Your use or access to the online services is subject to your compliance with these terms. Any non-compliance allows us to deny your further use of our online services, without prejudice to any other rights and remedies Positive Grid has.
Positive Grid uses YouTube API Services to play embedded videos, which are subject to YouTube’s Terms of Service.
SOFTWARE. “Software” means the Positive Grid executable software product accompanying this Agreement, along with any user documentation, Content, and Online Services.
- CHANGES TO THE POSITIVE GRID PRODUCTS. The Positive Grid Products are constantly evolving and will change over time. We reserve the right to make such changes or, if necessary, discontinue Positive Grid Products. For significant changes, we will notice you in advance, and you have the right to terminate this Agreement. If required by law, we may also need to suspend, restrict, or terminate your access to Positive Grid Products.
4. User Information
- When you activate the Software, Positive Grid may collect your name and email address and other contact information you choose to provide. Positive Grid may use this information to contact you regarding upgrades and new products, and also to gather statistical data that does not identify individual users. If you use the Online Services, Positive Grid may gather usage information from your online interaction, which Positive Grid may use to improve the Software and the Online Services. Positive Grid does not collect or retain any financial information (such as credit card information).
- We collect data to improve our customer and product experience, including information you directly provide when you use the AI Chat Service. When you send messages via AI Chat, we will also collect your messaging history and any information included in those messages. You can opt out and delete all your data at any time from your account settings.
If Positive Grid Products requires you to open an account, you must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form. You also will choose a password and a user name. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify Positive Grid immediately of any unauthorized use of your account or any other breach of security. Positive Grid will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Positive Grid or another party due to someone else using your account or password. You may not use anyone else's account at any time, without the permission of the account holder.
5. No Unlawful or Prohibited Use
You will not use the Positive Grid Products for any purpose that is unlawful or prohibited by these terms and conditions. You may not use the Positive Grid Products in any manner that could damage, disable, overburden, or impair any Positive Grid server, or the network(s) connected to any Positive Grid server, or interfere with any other party's use and enjoyment of any Positive Grid Products. You may not attempt to gain unauthorized access to any Positive Grid Products, other accounts, computer systems or networks connected to any Positive Grid server or to any of the Positive Grid Products, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Positive Grid Products.
6. License Grant and Restrictions
Positive Grid Products are our copyrighted, patented or trademarked property or the copyrighted, patented or trademarked property of our licensors and all copyrights, trademarks, service marks, trade names, trade dress, patents and other intellectual property rights in the Positive Grid Products are owned by us or our licensors (who may be third-party beneficiaries of this contract) and protected by the copyright, trademark, patent and other laws of the United States and international treaties.
- CONTENT LICENSE. Subject to all terms and conditions of this Agreement, you may use and modify the Content, incorporate the Content into your own creations, and publicly perform, synchronize, and distribute the Content as embedded of your creations, provided however that you may not distribute the original, unmodified Content by itself as we retain full and complete ownership of the Content intellectual property. AND WE ARE NOT RESPONSIBLE FOR INFRINGEMENT OF YOUR OWN CREATIONS.
SOFTWARE LICENSE. Subject to all the terms and conditions of this Agreement, you (a natural person) may use the Software either on a stand-alone computer or on a network, on any one computer at any one time. If more than one user will be using the Software at any one time, you must obtain from Positive Grid an additional license for each additional concurrent user of the Software. The Software is “in use” on a computer when loaded into memory (RAM). You may make one copy of the Software solely for backup or archival purposes if all copyright and other notices are reproduced on that copy, or you may copy the Software to a single hard disk provided you keep the original solely for backup or archival purposes. If the Software is an upgrade, you must have a license for the product from which it is upgraded. If you receive the Software in more than one media form, that does not affect the number of licenses you are receiving or any other term of this Agreement.
You may not modify, adapt, decompile, disassemble or otherwise reverse engineer the Software, except to the extent this restriction is expressly prohibited by applicable law. You may not loan, rent, lease, or license the Software, but you may permanently transfer your rights under this Agreement provided you transfer this Agreement, all Software, and all accompanying printed materials and retain no copies, and the recipient agrees to the terms of this Agreement. Any such transfer must include the most recent update and all prior versions of this Agreement.
7. Paid Transactions
- PAYMENTS AND BILLING. When you provide payment information, you represent and warrant that the information is accurate, that you are authorized to use the payment method provided, and that you will notify us of changes to the payment information. We reserve the right to utilize third party payment card updating services to obtain current expiration dates on credit cards and debit cards.
- PRICING AND TAXES. We may revise the pricing for the Positive Grid Products we offer. When you place your order, we estimate the applicable tax and include that estimate in the total for your convenience. Except to the extent required under applicable tax laws, the actual tax amount that will be applied to your order and charged to your payment method is based on calculations on the date of shipment, regardless of when the order was placed.
- INTERNATIONAL SHIPPING; CUSTOMS. When ordering goods for delivery to countries other than the country where the seller is located, you may have to pay import duties and taxes levied. These and any additional charges for customs clearance must be borne by you. For goods shipped internationally, please note that any manufacturer warranty may not be valid; manufacturer service options may not be available; manuals, instructions and safety warnings may not be in destination country languages; the goods and accompanying materials may not be designed in accordance with destination country standards, specifications, and labeling requirements; and the goods may not conform to destination country voltage (requiring use of an adapter or converter). You are responsible for assuring the goods can be lawfully imported to the destination country. When ordering from us, the recipient is the importer of record and must comply with all laws and regulations of the destination country.
- NO REFUND AGREEMENT. All sales related to Positive Grid products are final and non-refundable. We do not offer refunds, exchanges, or store credits. Once a monetary transaction has been completed by the buyer, he/she cannot receive a refund for the purchase. Once buyer has paid for a merchandise(s), it is his/her sole responsibility and obligation to retrieve it via digital download.
8. Coupons and Promotions
New Subscriber Coupon Code:
Offer valid to new subscribers on select products only. Cannot be combined with other coupon codes. Limited to one use per customer. Not applicable on the following products: Experience Jimi Hendrix™ for Spark, Personalized Spark/Spark MINI Grilles, Spark Traveler Bag, Dunlop Guitar Straps, Crimson Spark MINI Grille, Tattoo Series Grilles, Software Expansion Packs, and Positive Grid Gift Card. Qualifying purchase amount includes merchandise only, does not include taxes, shipping, or previous purchases. This offer is subject to change without notice.
Cart Abandon Coupon Code:
Offer valid on select products only. Cannot be combined with other coupon codes. Limited to one use per customer. Not applicable on the following products: Experience Jimi Hendrix™ for Spark, Personalized Spark/Spark MINI Grilles, Spark Traveler Bag, Dunlop Guitar Straps, Crimson Spark MINI Grille, Tattoo Series Grilles, Software Expansion Packs, and Positive Grid Gift Card. Qualifying purchase amount includes merchandise only, does not include taxes, shipping, or previous purchases. This offer is subject to change without notice.
On-site Coupon Code(s):
Limited time offer valid on select products only. Limited to one use per order. Cannot be combined with other coupon codes. Not applicable on the following products: Spark GO, Experience Jimi Hendrix™ for Spark, Personalized Spark/Spark MINI Grilles, Spark Traveler Bag, Dunlop Guitar Straps, Crimson Spark MINI Grille, Tattoo Series Grilles, Software Expansion Packs, and Positive Grid Gift Card. Qualifying purchase amount includes merchandise only, does not include taxes, shipping, or previous purchases. Offers are subject to change without notice.
Discounts, Pricing and Promotions:
Use of promotional codes, discounts, coupons or similar promotions are subject to that promotion’s terms and conditions. To be eligible for a specific promotion, your order must be submitted within the specified promotion period and meet the qualifying purchase requirement. Unless otherwise expressly stated in the applicable promotion’s terms and conditions. Qualifying purchase amount includes merchandise only, does not include taxes, shipping, or previous purchases. Coupons cannot be combined with other coupons. Offers and products shown on the website, their discounts, prices, and availability are subject to change.
9. eGift Card Policy
Redeeming eGift Cards
eGift cards can be purchased on www.positivegrid.com.
Positive Grid eGift cards are redeemable at www.positivegrid.com. After entering your eGift card code in the DISCOUNT CODE field on the cart page or during checkout, the balance will immediately be deducted from the order total. If your order total exceeds the amount on your eGift card, you can pay the remainder with a credit/debit card, Paypal account, Google Pay account or Shop Pay account. Keep your gift card notification email if you do not share it with anyone other than the intended recipient.
Positive Grid eGift cards do not expire or decrease in value if unused
Check Your Balance
To check your eGift card balance, please contact us here and provide the last four digits of your eGift card and we will send the eGift card notification email with your remaining balance to the original purchaser.
Any remaining balance on the gift card after purchase can be used for future purchases. Balances cannot be redeemed or exchanged for cash.
www.positivegrid.com eGift cards cannot be returned or canceled after purchase.
Refunds for orders paid with a gift card are applied to the original gift card. If you return a product purchased with multiple payment methods, the refund is first applied to the eGift card, up to the original amount charged. The second will be the credit/debit card, Paypal account, Google Pay account, Shop Pay account, and the other 3rd party payment provider e.g., Amazon Pay, Meta pay or Klarna installment.
Lost Or Stolen eGift Cards
www.positivegrid.com eGift Cards cannot be replaced if lost or stolen. Please treat eGift Cards like cash.
www.positivegrid.com reserves the right to refuse, cancel, or hold eGift Cards and orders for suspected fraud, for cards mistakenly issued in an incorrect denomination, or for other violations of gift card policies.
- LIMITED WARRANTY. Positive grid does not warrant that the Software will meet your requirements or that the software will operate uninterrupted or error- free. However, we warrant that, for a period of thirty (30) days from your date of receipt, the Software will substantially conform to the applicable user documentation provided with the Software. Any implied warranties which may exist despite the disclaimer herein will be limited to thirty (30) days. This Limited Warranty is void if you buy from an unauthorized reseller, you violate the terms of this Agreement, or if failure of the Software is due to accident, abuse or misapplication. No dealer, distributor, agent or employee of Positive Grid is authorized to change or add to the warranty and remedies set forth herein.
- YOUR REMEDIES. Positive Grid’s sole obligation and your exclusive remedy for any breach of warranty will be, at Positive Grid’s sole option, either the return of the purchase price you paid or, if you return the Software, together with all media and documentation and a copy of your receipt, to the location where you obtained it during the warranty period, the repair or replacement of the Software, media and documentation. Outside the United States, neither these remedies nor any support services are available without proof of purchase from an authorized non-U.S. source.
11. Disclaimers and Limitation on Liability
THE POSITIVE GRID PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES NOT EXPRESSLY SET OUT IN THESE TERMS TO THE FULLEST EXTENT PERMITTED BY LAW.
WE SHALL NOT BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS AND PROPERTY DAMAGE, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL WE BE HELD LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND OUR REASONABLE CONTROL.
IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED THE AMOUNTS WE RECEIVED FROM YOU FOR OUR SERVICE.
12. Additional Provisions
- Choice of Forum. You agree that any action at law or in equity arising out of or relating to this Agreement that is not subject to arbitration shall be filed, and that venue properly lies, only in the state or federal courts located in either Los Angeles, California or the borough of Manhattan, New York, New York, United States of America and you consent and submit to the personal jurisdiction of such courts for the purposes of litigating such action.
- Choice of Law. This Agreement is governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, United States of America and the laws of the United States, without giving effect to any conflict of law principles.
- Severability. If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
- Survival. The provisions of this Agreement which by their nature should survive the termination of this Agreement shall survive such termination.
- Waiver. No waiver of any provision of this Agreement by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.