Tonn API Terms of Service

RoEx Tonn API Terms of Use and License Agreement

Effective Date: 28th February 2025

PLEASE READ THESE TERMS CAREFULLY. By clicking “Accept” or by accessing or otherwise using our Tonn Application Programming Interface (“Tonn API”), you (the “Customer”) agree to be bound by these RoEx Tonn API Terms of Use (“Terms”). If you do not agree with these Terms, please do not use our API.

1. Scope of Agreement

These Terms govern your access to and use of the Tonn API, including all associated software, documentation, and updates (collectively, the “Services”). This Agreement applies to your purchase of credits and any subsequent use of the API.

2. License Grant

Subject to your full compliance with these Terms, RoEx grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:

• Use the Tonn API solely for processing audio content (“Content”) submitted by you;
• Make API calls (“API Calls”) to perform one or more of the available processes (Multitrack Mix, Master, Enhance, Audio Cleanup, or Mix Analysis) on submitted Content, and receive the resulting output (“Output”) in supported file formats; and
• Display any data returned by the API solely within your own application or website, subject to the additional restrictions specified below under clause 4.

3. API Usage, Credits, and Fees

Users are responsible for managing their account using their dashboard on the Tonn API Portal at https://tonn-portal.roexaudio.com/.

• Purchasing Credits:
  Access to the Tonn API requires the purchase of prepaid credits via the dashboard, using a credit or debit card. All purchases are processed using Stripe, and are non-refundable. Credits must be used within 12 months of purchase before they expire.
  
• Prepaid credits are sold to the Customer in bundles as listed below, at a base price of $0.01 per credit. The minimum number of credits that can be purchased in one transaction is 1,000:

• Credit Balance:
  Each API Call processes your Content using the requested audio process (“Process”). The balance of credits within your user account will be debited upon each successful completed API Call, as detailed in Exhibit A. Users are solely responsible for maintaining sufficient credits for API requests. RoEx is not liable for service interruptions due to insufficient credits or failed payments.
  
• Credit Auto Top-Up:
  Customers may enable Auto Top-Up in their account settings, allowing credits to be automatically replenished when the balance falls below a defined threshold. The linked payment method will be charged accordingly. RoEx is not responsible for enabling or disabling Auto Top-Up on User’s behalf, nor for any failure to process payments due to incorrect or outdated billing information. Users must manage their Auto Top-Up settings and payment details independently.
  
• Usage:
  You may use your credits for any combination of Multitrack Mix, Master, Enhance, Audio Cleanup, or Mix Analysis Processes. Additional credit charges may apply for optional features (such as processed stems download), as detailed on our pricing page at https://tonn-portal.roexaudio.com/pricing.
  

4. Restrictions on Use

You agree that you will not:

• copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent expressly authorized by applicable statutory law), modify, create derivative works from, or alter any part of the API or Services;
• Use any automated methods (e.g., scripts, bots, spiders) to access or interfere with the API;
• Use the Services to develop or enhance a product or service that competes with RoEx;
• Use the Services to train artificial intelligence, your own or a third-party algorithm, and/or any other kind of machine learning process;
• Introduce or transmit any viruses, malware, or other harmful code; or
• Otherwise engage in activity that interrupts the proper working of the API or use the API in any manner that violates any applicable law or infringes any third party’s rights.

5. Content and Data

• Your Content:
  When you submit Content to the API, you retain all rights to your original Content. You grant RoEx a non-exclusive license to use, host, and process your Content solely for the purpose of providing the Services.
  
• Output and Intellectual Property:
  RoEx does not claim any ownership rights in your submitted Content and Output, and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Content and Output. If you provide Content through the Service, you grant RoEx and its third-party service providers a limited license to host, share, listen to, and modify your Content and Output for the purpose of fulfilling and improving our Services. This means that we will never publicly show or disclose specifics about Your Content, unless we have your prior permission to do so. RoEx retains all rights and ownership to the API, including any improvements or modifications made to the Services.
  
• Personal Data: RoEx processes personal data in accordance with its privacy policy available at https://www.roexaudio.com/privacy-policy.  

YOU REPRESENT AND WARRANT THAT: (I) YOU ARE THE SOLE AND EXCLUSIVE OWNER OF ALL SUBMITTED CONTENT OR HAVE THE NECESSARY RIGHTS, PERMISSIONS, AND LICENSES FROM ANY THIRD PARTY THAT MAY OWN RIGHTS IN YOUR SUBMITTED CONTENT; AND (II) NEITHER THE SUBMITTED CONTENT NOR ROEX’ USE OF THE SUBMITTED CONTENT TO PERFORM THE SERVICES WILL INFRINGE, MISAPPROPRIATE OR VIOLATE A THIRD PARTY’S PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET, MORAL RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS, OR RIGHTS OF PUBLICITY OR PRIVACY, CONTRACT RIGHTS, OR RESULT IN THE VIOLATION OF ANY APPLICABLE LAW OR REGULATION.

6. Disclaimers and Warranty

• No Warranty:
  THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, ROEX EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY, NON-INTERRUPTION, PERFORMANCE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
  
• No Guarantee of Service:
  While we strive to maintain uninterrupted access, RoEx does not guarantee that the API will always be available, error-free, or secure.
  

7. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ROEX, ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INDIRECT, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, DAMAGED EQUIPMENT, OR LOST INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR THIRD PARTY MATERIALS, EVEN IF ROEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ROEX'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE PAST 3 MONTHS OR £10 GBP, WHICHEVER IS GREATER. YOU MUST SUBMIT ALL CLAIMS WITHIN A YEAR OF THE DATE OF OCCURRENCE OR ELSE THEY ARE WAIVED BY YOU.

8. Indemnification

You agree to indemnify, defend, and hold harmless RoEx, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising from:

• Your use of the API or Content;
• Your breach of these Terms;
• Your breach of your representations and warranties made under clause 5; or
• Any violation of applicable law or the rights of a third party.

9. Term and Termination

• Term:
  This Agreement is effective upon your acceptance and will continue until terminated by either party. Purchased credits must be used within 12 calendar months of purchase before they expire.
  
• Termination by RoEx:
  RoEx reserves the right to suspend or terminate your access to the API at any time (with or without notice) if you breach these Terms, if we deem it necessary for any reason, or for any other reason in RoEx’s sole discretion.
  
• Post-Termination:
  Upon termination, you must cease using the API and destroy any copies of documentation or data provided. Termination does not relieve you of any outstanding payment obligations.
  

10. Governing Law

These Terms shall be governed by and construed in accordance with the laws of England and Wales. Any disputes arising from or relating to these Terms or the Services shall be subject to the exclusive jurisdiction of the courts of England and Wales.

11. General Provisions

• Modifications:
  RoEx reserves the right to modify these Terms at any time. Changes will be effective upon posting on our website or via the API portal. Your continued use of the API after such changes constitutes acceptance of the revised Terms.
  
• Entire Agreement:
  These Terms constitute the entire agreement between you and RoEx regarding your use of the API and supersede all prior communications and agreements.
  
• Severability:
  If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
  
• Force Majeure:
  Neither party will be liable for delays or failures in performance resulting from events beyond its reasonable control (e.g., natural disasters, acts of terrorism, or other events constituting a “Force Majeure Event”).
  

12. Contact Information

If you have any questions about these Terms or require further assistance, please contact us at:

Email: info@roexaudio.com
Address: RoEx Ltd, Salisbury House, London Wall, London, UK EC2M 5SQ

Exhibit A – API Pricing and Fees

This Exhibit outlines the credit usage rates for each Process available through the Tonn API. Credits will be deducted from the User’s account upon each successful API Call:

Credits must be used within 12 months of purchase before they expire. RoEx reserves the right to update credit pricing and usage rates at any time. Updated credit pricing and usage rates will be published to https://tonn-portal.roexaudio.com/pricing and/or as further communicated to Users via email. Continued use of the API constitutes acceptance of such changes.

By clicking “Accept” or by using our API, you acknowledge that you have read, understood, and agree to be bound by these Terms.

End of Agreement