Two notes Audio Engineering
Terms and Conditions
Last update: July 1, 2022
ABOUT TWO NOTES
OROSYS (hereinafter referred to as “TWO NOTES”) is a French SAS company with a registered capital of € 142,540, registered at the MONTPELLIER Trade Registry under number 501 883 078, and whose head office is located 76, rue de la Mine, 34980 SAINT-GELY-DU-FESC, FRANCE.
TWO NOTES’ Intercommunity VAT number: FR17501883078
TWO NOTES’ contact details:
76, rue de la Mine
Phone number: +33 (0)4 84 25 09 10
From Monday to Friday (9:00 am – 6:00 pm), working days
TWO NOTES develops, produces and markets hardware and software designed to be used by guitar players, bass players and music producers, tailored for professional and non-professional musicians’ needs. These hardware and software solutions are notably available on TWO NOTES’ Website www.two-notes.com (hereinafter referred to as the “Website”).
- “TWO NOTES” refers to the company defined above, responsible for Website management of www.two-notes.com and associated online orders.
- The “Customer” refers to any Customer, professional and/or non-professional, who orders Hardware or Software via the Website.
- The “Hardware” refers to the music technology hardware developed and marketed by TWO NOTES and sold through the Website.
- The “Software” refers to the music software developed and marketed by TWO NOTES on which TWO NOTES grants licenses. The Software includes DynIRs (Virtual Guitar- and Bass-Cabinet emulations, as defined hereunder), WoS (Torpedo Wall of Sound, as defined hereunder) and other proprietary software such as Desktop Remote (as described hereunder).
- The “Terms and Conditions” refers to the terms and conditions of sale between TWO NOTES and the Customer.
These Terms and Conditions of Sale govern the entirety of the contractual relations between TWO NOTES and the Customer. They apply to all orders placed by the Customer at TWO NOTES through the Website (www.two-notes.com).
Any and all orders are subject to the Customer’s full and unconditional acceptance of these Terms and Conditions of Sale. These Terms and Conditions of Sale are binding on all Parties and shall prevail, except with the express written consent of TWO NOTES, over any clause or condition to the contrary, and in particular over any of the Customer’s terms and conditions of purchase or any stipulations included in any other Customer documents whatsoever (e.g. letters, confirmations of receipt, estimates, invoices, forms, etc.).
These Terms and Conditions of Sale cancel and replace any previous conditions and may be modified by TWO NOTES at any time. Amended Terms and Conditions shall enter into force after their notification to the Customer, possibly by e-mail.
If any clause(s) of these Terms and Conditions of Sale should be declared void or otherwise invalid by a Court with proper jurisdiction, all other clauses shall remain in force.
The Customer must be over eighteen (18) years old to purchase Hardware and subscribe to a Software license via the Website.
Description of the Hardware
Hardware is responsible for controlling guitar / bass amplifiers, or in certain cases digitally modeling the tones they produce. Hardware provided by TWO NOTES is in part dedicated to attenuating the physical output of amplifiers, allowing the Customer to play an extremely loud amplifier at quieter (or silent) volumes, for application in practice, recording and performance usage scenarios.
Hardware provided by TWO NOTES is described on the Website and in the marketing materials downloadable on the Website. Hardware details are systematically brought to the attention of the Customer before each order. TWO NOTES reserves the right to make modifications, whether technical or relating to the form, whether operational or organizational, to the Hardware described in such materials.
The Customer is solely responsible for determining whether the Hardware suits their needs, and as a result the Customer places orders for such Hardware knowingly. The choice of Hardware, alongside its purchase, falls under the sole responsibility of the Customer.
All contractual information is displayed to the Customer before the final confirmation of the order.
Legal and Regulatory Compliance
Hardware offered for sale by TWO NOTES complies with applicable EU laws and regulations.
Hardware’s units offered for sale on the Website are limited to available stock. Indications as to the availability of Hardware are usually provided at the time of TWO NOTES’ confirmation of the order. Should Hardware be unavailable at the time an order is submitted, TWO NOTES shall inform the Customer of the unavailability and shall provide the Customer with an estimated time-frame for availability.
In such cases, the Customer can cancel the order or agree to the new conditions (e.g. ordering another in-stock product or new delivery date). If the Customer decides to cancel the order, TWO NOTES shall refund Customer within thirty (30) days from the date of cancellation.
In any event, if no response is received from the Customer, the order of the unavailable Hardware units will be automatically canceled after thirty (30) days and the Customer shall be refunded within ten (10) days from the date of cancellation.
Instructions for Use of the Hardware
Instructions for use and related warnings concerning the Hardware are detailed in the Hardware descriptions and/or are provided with the associated Hardware units at the time of delivery.
It is the Customer’s responsibility to read these instructions and warnings carefully and follow them diligently. TWO NOTES disclaims any and all liability should the Customer, or its users, fail to comply with any of these instructions.
Description of the Software
TWO NOTES provides its Customers with a variety of software solutions primarily focussed on the effecting and processing of electric guitar and bass audio. One such component is the proprietary DynIR format of virtual cabinet and bass emulations for installation on a computer or compatible TWO NOTES physical Hardware. The DynIRs are provided in a proprietary format that can only be used in conjunction with associated TWO NOTES’ software. Each DynIR can be used with multiple compatible Hardware units associated with the applicable user’s license.
TWO NOTES also offers to provide the Customer with a plug-in named “Wall of Sound” (hereinafter referred to as “WoS”) for use within third-party music production applications. WoS can be used as a plugin within compatible software called a “Digital Audio Workstation” (hereinafter referred to as “DAW”).
Applicable Hardware is associated with software named “Torpedo Remote” that allows the Customer to control the Hardware with a desktop computer, tablet or mobile phone (pending Bluetooth integration on the associated hardware device). WoS and Desktop Remote allow Customers to audition DynIRs in real time, on line, from TWO NOTES’ library.
Each subscribed license on the Software is automatically added to the Customer’s account (see hereunder how to create an account). Once the Customer has registered Hardware in their account, the Customer is then authorized and enabled to use the Software with the registered Hardware. A Hardware unit can only be registered to one account at any given time.
Nota: If you already have specific terms for the license :
TWO NOTES’ Software is licensed and therefore subject to specific License Terms (hereinafter referred to as “License Terms”), which are provided with the Software. The provisions of the License Terms must be accepted upon purchase of TWO NOTES’ Software.
Nota: Or, if you don’t :
TWO NOTES’ Software is licensed and therefore subject to the following license terms (hereinafter referred to as “License Terms”).
The Customer is granted only a non-exclusive usage right of the Software. This right allows the Customer to install (or make installed) and use the Software, in object code form
This right is granted worldwide and during the term of use of the Hardware by the Customer.
The Customer shall never be authorized to access or to have the right to access to the source code of the Software.
The license is non-exclusive, non-sublicensable, non-transferable and for the Customer’s internal and personal use only, or use in the course of their business, including the right to use the Software in order to offer services (mixing, recording) or training to third parties.
The Customer shall not use the Software in a way not expressly allowed by the law or by these License Terms.
In particular, the Customer commits not:
- To make a copy of the Software other than the legal backup copy
- To correct, or to make corrected by a third-party, possible errors of/within the Software
- To rent, lease, loan, sell or otherwise make the Software available by any means, including the Web
- To disclose or distribute the Software, against payment or free of charge,
- To reverse engineer, decompile or disassemble the Software, and, more generally, to recreate the logical functionality of the Software or convert the functionality of the Software into an understandable format
- To adapt, modify, transform, amend the Software, in particular in order to create new or derived functionality of a new or derived software
- To transcribe or translate the Software in other languages, or modify, even partially, the Software
- To alter, modify, move or replace trademarks / brands, trade names, logos, copyright and any distinctive TWO NOTES’ signage as they are included in the Software and any element composing the Software and/or the related documentation
The rights hereinabove are granted, provided the Customer:
- Ensures that the Software is granted a software and hardware environment in accordance with the specifications described in the associated documentation
- Does not transfer and/or disclose the Software to any third party in order to install, copy, or use the Software in any manner without the express approval of TWO NOTES
It is agreed that these License Terms grants to the Customer no right other than the right to use the version of the Software in force at the time of the subscription of the license, and the eventual new versions or updates TWO NOTES may decide to develop.
In any case, access to updates and/or new versions of the Software, is at TWO NOTES’ sole discretion, as well as whether, and when, to develop any updates or new versions of the Software, without any obligations in terms of content, timing or frequency.
Resale of the Hardware
Each piece of Hardware comes with a number of free DynIRs, which appear on the associated license once the Hardware is registered to the Customer’s account. If the Customer sells the Hardware, and the Hardware is no longer registered to them, the free DynIRs are removed from their account. Once the new owner has registered the Hardware to their own account, the original owner is contacted to confirm that they agree to the transfer of the free DynIRs to the new owner. If they agree, the free DynIRs appear then on the new owner’s account.
It is reminded that, except in case of resale of the Hardware as explained hereinabove, the DynIRs can not be resold, sublicensed or transferred to a third party by the Customer.
ORDERS – SUBSCRIPTION
Before ordering Hardware units or Software on the Website, the Customer is required to create a TWO NOTES end user account by filling out an account creation form on the Website with the following information:
- For WoS account Registration: email, first name (optional), last name (optional)
- For Torpedo Remote Registration: email, first name, last name, date of birth, address
Upon completion of the aforementioned registration, the Customer will secure a personal identifier (email address) and password enabling them to access their customer account. The Customer’s identifier and password are strictly personal and confidential. Their storage and use are the sole responsibility of the Customer. Any order for Hardware units placed using this identifier and password shall be presumed to be placed by the Customer.
Placement of orders for Hardware
Orders for Hardware can be placed through the Website according to the procedure described below.
To place an order, the Customer must enact the following procedure:
- The Customer can select Hardware to fill the virtual shopping cart by clicking on the “buy now” button.
- At any time, the Customer can verify the details of the order, the total price and, if necessary, correct any errors before the final confirmation of the order. The Customer can obtain a summary of the Hardware selected by clicking on the “view cart” link, and return to the different stages of the constitution of the cart by adding or removing items from the cart.
- If satisfied with the Hardware selected in the cart, the Customer then clicks the “checkout” button.
- The Customer can then identify themself using their customer account or by providing the following information: email address, title, first name, last name, date of birth, delivery and invoice address (if different).
- The information provided by the Customer must be sincere, complete and up-to-date. TWO NOTES reserves the right to refuse or cancel any order from a Customer who has not completely or accurately entered the required information.
- Once all the information has been requested, a summary will appear mentioning the description, the quantity and the price of the items selected for purchase and the total cost of the order.
- By confirming the order, the Customer undertakes to pay the total price of the order and any appropriate shipping charges which are displayed automatically by the Website.
- The Customer is then redirected to a payment page. The Customer may then proceed to payment under the conditions set forth below.
Until the final confirmation and effective payment of the order, the Customer can modify, cancel or complete the order.
All the information registered, as well as the confirmation provided by TWO NOTES, constitute the proof of the transaction between TWO NOTES and the Customer, and constitute in particular proof of the date, the nature and the content of the order.
Once the order has been confirmed and paid, the Customer will automatically receive an order confirmation email summarizing the order.
Once the order has been confirmed, the Customer will not be allowed to cancel or modify the order, except by exercising his right of withdrawal under the conditions set forth below.
Subscription of the Software License
The Customer can subscribe to a Software license on the Website by applying the same process as the order process described hereinabove for the Hardware.
PRICING AND PAYMENT TERMS
All prices are indicated and payable in Euros and U.S. Dollars.
All prices are inclusive of legally applicable VAT. The price of the Hardware and Software license is the applicable price at the time of the order, in addition to all relevant taxes at the applicable rate on the corresponding purchase date.
Concerning Hardware, the delivery costs will be borne by the Customer. The customs taxes and any other potential travel expenses will be the exclusive responsibility of the Customer.
The total price of the Customer’s order, including all applicable taxes, will be clearly mentioned to the Customer before the final confirmation of the order.
The payment of the order is due in full upon confirmation of the order and before the delivery of the Hardware and the downloading of the Software.
The Customer can proceed with the payment, as follows:
- by Credit Card (Mastercard, Visa, Visa electron, Maestro, e-Bleue Card, CB) through the encrypted and secure Website page dedicated to the payment of the order. The Customer must provide the following information: card number, expiry date, security code indicated on the back of the card.
- by PayPal. The Customer must have a Paypal account. In this case, Paypal terms and conditions will apply.
In case of unpaid invoices, TWO NOTES shall reserve the right to terminate the corresponding order and/or to suspend all orders in progress.
Due Dates and Payment Conditions
Invoices sent by the Vendor – as long as no agreements of a divergent nature have been set in writing – are to be paid in full without delay.
The Vendor reserves the right to decline checks and other non-cash means of payment. Payments are always solely accepted on account of performance. Payments in foreign currency are credited according to our bank statement. The Customer bears the banking fees.
Should the Customer be in arrears in respect to paying the designated purchase price, interest is to be paid on the sum of the purchase price at a value of 10% + applicable standard French interest rate for the period of delinquency. In the event the Vendor is in a position to substantiate greater damages caused by delay, the firm reserves the right to raise corresponding legal claims.
Delivery of Hardware
Hardware is delivered to the address provided by the Customer during the order confirmation process.
TWO NOTES shall supply Hardware as mentioned on the order confirmation email; the time-frame by which these pieces of Hardware are to be made available shall be specified on the order confirmation.
Delivery costs are specified at the time of the order and may change according to the country and/or the delivery options selected by the Customer.
TWO NOTES reserves the right to choose the company responsible for the delivery of the Hardware.
Should the delivery date be delayed, TWO NOTES shall inform the Customer as soon as possible and shall provide the Customer with a new delivery date.
If the Hardware is not delivered by this date, the customer is entitled to request a delivery from Two notes within a reasonable, additional time frame. If TWO NOTES fails to supply the Hardware within the additional time frame, the Customer will be entitled to cancel the order by registered post with acknowledgment of receipt. TWO NOTES shall refund Customer in full within fourteen (14) days from receipt of the cancellation notification.
Delivery of Software
Software is accessible by downloading by clicking on the link provided by TWO NOTES.
In the instance of dysfunction in the download process, the Customer can contact TWO NOTES’ support service as explained hereunder.
RIGHT OF WITHDRAWAL
Right of withdrawal for Hardware
Pursuant to consumer law, the non-professional Customer may cancel the Hardware order, without giving any reason, within fourteen (14) days commencing from the date of receipt of the Hardware.
The Customer can notify TWO NOTES of the cancellation of the order by filling out and mailing the below displayed cancellation form. The Customer can also contact TWO NOTES at the contact details previously mentioned.
TWO NOTES will refund all payments received from the Customer for the Hardware purchased within fourteen (14) days after receipt of the cancellation notification. However, the return delivery costs will be charged to the Customer.
The Customer shall return the pieces of Hardware to TWO NOTES in their original purchase condition, (including packaging and additional included materials), no later than fourteen (14) days after mailing the cancellation notification. TWO NOTES may withhold the refund until effective return or proof of the return of the pieces of Hardware. The Customer may be liable if the value of the Hardware returned is diminished due to the handling of the Hardware.
Right of withdrawal for Software
Regarding the Software, regarding digital content not supplied on a tangible medium, the Customer can decide to waive his right of withdrawal in order to have immediate access to it. As a consequence, once used by the Customer, the Customer will no longer be entitled to exercise their right of withdrawal on the Software.
The Hardware is guaranteed to be free from any functional, design or manufacturing defect and to comply with the technical instructions provided, for a period of two (2) years starting from the date of delivery of the Hardware.
TWO NOTES shall proceed to either replace or repair the Hardware, at the Customer’s discretion, if and when it is demonstrated that a defect is the result of a design or manufacturing flaw. Repair of the Hardware is excluded, when the costs of the repair are excessive compared to the price of the unit(s).
The Hardware is also guaranteed to be free from any hidden defects affecting the normal use of the Hardware, for a period of two (2) years starting from the date of discovery of the hidden defects.
TWO NOTES shall proceed to action either a total or partial refund of the Hardware affected by the hidden defects, depending on the Customer’s choice to keep or return the Hardware. The refund shall be made by TWO NOTES within fourteen (14) days after receipt of the returned Hardware
Such warranties shall not apply if any modifications or repairs have been undertaken, either directly or indirectly, by the Customer. Such warranties shall not apply for any defects or damages caused by the reasonable wear and tear akin to normal usage, incorrect installation or configuration, improper usage or a failure to monitor, or negligence in the storing, transportation, loading, handling, or maintenance of the Hardware.
The Customer shall inform TWO NOTES, in writing, of the non-conformity or hidden defects affecting the Hardware and return the concerned unit in its original purchase condition, complete with all the elements included with the Hardware, such as accessories, packaging, instructions etc.
If the Hardware is found to be in perfect conformity with the order and/or without any hidden defects, TWO NOTES shall not be obliged to replace, repair, or refund the Customer.
TWO NOTES warrants that the Software shall perform in accordance with the specifications, properties and functionalities described in the related documentation. This warranty includes the warranty for obvious and latent defects for a period of three (3) months from the delivery (through downloading) of the Software.
This warranty implies that TWO NOTES shall do what is reasonably possible to detect and correct errors and malfunctions that may occur during the warranty period. It is understood that only blocking errors leading to serious malfunctions preventing the expected use of the Software and resulting from an inherent default of the Software are likely to generate a warranty obligation for TWO NOTES.
TWO NOTES expressly excludes any warranty, explicitly or implicitly, including the warranty of compliance with a particular purpose not described in the documentation or with other devices than the Hardware. TWO NOTES does not warrant the ability of the Software package to satisfy individual purposes of the Customer, nor the performance of the Software in any combination different from the one described in the documentation, nor a performance free from interruption or material errors.
The warranty does not apply and TWO NOTES shall not be liable in the event (but not limited to) the proof is not provided that the Software:
- works on a software or hardware configuration compliant with the one recommended by TWO NOTES;
- has never been modified in any way;
- has been correctly installed;
- has not been worsened or used in a way not in accordance with the recommended usage scenario;
- has not been subject to multiple installations or smuggled in accordance with these Terms and Conditions;
- has not been subject to the intervention of a third party not expressly authorized by TWO NOTES.
In the case the Customer is in a situation where the warranty applies, the Customer shall notify TWO NOTES with a request for implementation of the warranty, describing in detail the occurred dysfunction.
SUPPORT – MAINTENANCE
TWO NOTES does not provide maintenance services on the Hardware or the Software.
However, in case of dysfunction of the Hardware or the Software, the Customer can contact TWO NOTES’ support service via the support portal (https://support.two-notes.com). If the warranty as described hereinabove applies, TWO NOTES’ shall do its best to correct such dysfunction. If not, TWO NOTES shall submit a quotation to the Customer for correcting the dysfunction.
Moreover, TWO NOTES guarantees the upward compatibility of the Software with the Hardware for a period of two (2) years from the delivery of the Hardware.
PROCESSING OF WASTE OF ELECTRIC AND ELECTRONIC EQUIPMENT
In accordance with the provisions of the Environmental Code concerning Waste Electrical and Electronic Equipment (WEEE), TWO NOTES offer Customers an approved collection and recycling system for electronic equipment placed on the market. For more information about the conditions of collection and recycling, the Customer can contact TWO NOTES at the contact details previously mentioned.
All intellectual property rights and interests to, and in, the Hardware and the Software remain TWO NOTES’ exclusive property. Nothing contained herein shall be interpreted as implying any transfer of TWO NOTES’ intellectual property rights to the Customer, with the exception of the limited license for use of the Software as granted hereinabove.
Moreover, TWO NOTES retains all intellectual property rights relating to its Website content (e.g. trademarks, designs, technical specifications, videos, drawings, illustrations, photographs, catalogs and Documentation of all kinds). These elements shall not be communicated, reproduced or executed without its prior written authorization.
LIABILITY – FORCE MAJEURE
TWO NOTES is not responsible for misuse, negligence or lack of maintenance on the part of the Customer, nor for normal wear and tear of the Hardware. TWO NOTES shall in no way be held liable for any incorrect or non-compliant use of the Software by the Customer.
TWO NOTES will not be responsible for the use of the Software that does not comply with the License Terms, and in particular, will not be responsible for any loss of data that may result from the use of the Software by the Customer. It is the Customer responsibility to take all appropriate measures to protect their own data and/or the software stored on their electronic devices against any attack.
TWO NOTES is not responsible for the non-execution or poor execution of the order, either due to the Customer or a third-party.
The responsibility of TWO NOTES will be totally excluded in the case of an event of force majeure, (e.g. flooding, strike, regulation or requirement of the public authorities), and, in general, any inevitable and unforeseeable event beyond TWO NOTES control.
In the processing of the orders, and, as a general matter, in the communications between TWO NOTES and the Customer, the Customer may communicate a certain amount of personal data (e.g. first and last name, mail and electronic addresses, phone number, etc). Such data will be processed by TWO NOTES in accordance with the European laws and regulations and in particular the General Data Protection Regulation (GDPR).
The Customer may address complaints to TWO NOTES at the addresses mentioned hereinabove.
All complaints must be made in writing. If this written procedure is unsuccessful, the Customer is informed that the European Commission provides an online dispute resolution platform which the Customer can access on the following link: https://ec.europa.eu/consumers/odr/.
These Terms and Conditions of Sale are governed by French law.
ANY DISPUTES ARISING FROM THESE TERMS AND CONDITIONS, WHETHER REGARDING THEIR VALIDITY, INTERPRETATION, EXECUTION, TERMINATION, CONSEQUENCES OR FOLLOW-UP, SHALL BE UNDER THE EXCLUSIVE JURISDICTION OF THE FRENCH COURTS.
CANCELLATION FORM: click here to download the form.
TWO NOTES’ contact details:
OROSYS (TWO NOTES) SAS
76 RUE DE LA MINE
Helpdesk : https://support.two-notes.com
Telephone number: +33 (0)484 250 910