Welcome to Audio.One! By signing up for an Audio.One Account (as defined in Section 1) or by using any Services (as defined below) offered by Audio.One, you are agreeing to be bound by the following terms and conditions (the “Terms of Service”).
As used in these Terms of Service, “we”, “us”, “our” and “Audio.One” means the applicable Audio.One contracting party of Audio.One, and “you” means the Audio.One user (if registering for or using a Service as an individual), or the business employing the Audio.One user (if registering for or using a Service as a business) and any of its affiliates.
Audio.One provides a comprehensive and integrated solution for the use in iOS and Android platforms (the “Apps”) and web-based play centers (the “Web Players”) (the Apps and Web Players as well as the Dashboard, or other hosted services, associated, managed, and published with an Account collectively, the “Audio.One Platforms “) which enables you to unify your online audio publishing and processing activities. Among other features, this solution includes a range of tools for you to build and customize mobile apps, stream your audio to your users, publish your ads or third-party ads, manage products or offerings, payments, marketing and advertising, and engage with existing and potential customers. Any such service or services offered by Audio.One are referred to in these Terms of Services as the “Service(s)”. Any new features or tools which are added to the current Services will also be subject to the Terms of Service. You can review the current version of the Terms of Service at any time under https://www.Audio.One/pages/legal.
- Account Terms
1.1 Account Registration
To access and use the Services, you must register for an Audio.One account (“Account”). To complete your Account registration, you must provide us with your full legal name, business address, phone number, a valid email address, and any other information indicated as required. Audio.One may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.
In order to be able to register for an account, you must be: (i) 18 years old, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account.
You confirm that you are receiving any Services provided by Audio.One for the purposes of carrying on a business activity and not for any personal, household or family purpose.
You acknowledge that Audio.One will use the email address you provided when opening an Account or as updated by you from time to time as the primary method for communication with you (“Primary Email Address”). You must monitor the Primary Email Address you provide to Audio.One and your Primary Email Address must be capable of both sending and receiving messages. Your email communications with Audio.One can only be authenticated if they come from your Primary Email Address.
You are responsible for keeping your password secure. Audio.One cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password. We may request additional security measures at any time and reserve the right to adjust these requirements at our discretion. Technical support in respect of the Services is only provided to Audio.One Users. Questions about the Terms of Service should be sent to Audio.One support.
1.2 License for the use of the Services
Subject to these Terms of Service, Audio.One grants you a non-exclusive, non-sublicensable, and non-transferrable license during the Term (as defined below) to use the Services and the Audio.One Platforms for the creation or customization of one or several radio applications (Apps and Web Players) through the Dashboard.
You agree not to use the Services and the Audio.One Platforms, including the software development kits (the “SDK”) and the Dashboard, for any purposes beyond the scope of the license granted by us under these Terms of Service. Without limiting the foregoing and except as otherwise expressly set forth in these Terms of Service, you agree not to directly or indirectly: (i) copy, modify, or create derivative works of the Services and the Audio.One Platforms (including the SDK and the Dashboard), in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish or transfer the Services and the Audio.One Platforms (including the SDK and the Dashboard) or otherwise make the Services (including the SDK and the Dashboard) available; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services and the Audio.One Platforms, in whole or in part; or (v) use the Services and the Audio.One Platforms (including the SDK and the Dashboard) in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
Audio.One reserves all rights not expressly granted to you in these Terms of Service, except for the limited rights and licenses expressly granted to you, you are not granted, by implication, waiver, estoppel, or otherwise, any intellectual property rights or other right, title, or interest in or to the Services or the Audio.One Platforms.
You understand that we may, in our sole discretion, update the Services as made available to you at any time, and without prior notification to you.
You understand that your Materials may be transferred unencrypted and involve
(a) transmissions over various networks; and
(b) changes to conform and adapt to technical requirements of connecting networks or devices. “Materials” means your trademarks, copyright content, any products or services you sell through the Services (including description and price), and any photos, images, videos, graphics, written content, audio files, code, information, or other data provided or made available by you or your affiliates to Audio.One or its affiliates.
1.3 Acceptable Use Policy (AUP) of the Audio.One Platform
To access and use the Services and the Audio.One Platforms, you acknowledge that certain activities are incompatible with Audio.One’s mission to make publishing or commerce better for anyone. The following activities are examples, but not an exhaustive list, of activities that are prohibited in connection with the use of the Services and the Audio.One Platforms:
- Child exploitation: You may not offer goods or services, or post or upload Materials that exploit or abuse children, including but not limited to images or depictions of child abuse or sexual abuse, or that present children in a sexual manner.
- Harassment, bullying, defamation and threats: You may not offer goods or services, or post or upload Materials, that harass, bully, defame or threaten a specific individual.
- Hateful content: You may not use the Services or the Audio.One Platforms to promote or condone hate or violence against people based on race, ethnicity, color, national origin, religion, age, gender, sexual orientation, disability, medical condition, veteran status, or other forms of discriminatory intolerance. You may not use the Services or the Audio.One Platforms to promote or support organizations, platforms, or people that: (i) promote or condone such hate; or (ii) threaten or condone violence to further a cause.
- Illegal activities: You may not offer goods or services, or post or upload Materials, that contravene or that facilitate or promote activities that contravene, the laws of the jurisdictions in which you operate or do business.
- Intellectual property: You may not offer goods or services, or post or upload Materials, that infringe on the copyright or trademarks of others.
- Malicious and deceptive practices: You may not use the Services or the Audio.One Platforms to transmit malware or host phishing pages. You may not perform activities or upload or distribute Materials that harm or disrupt the operation of the Services or other infrastructure of Aduio.one or others, including Audio.One Third Party Providers (as defined below). You may not use the Services for deceptive commercial practices or any other illegal or deceptive activities.
- Personal, confidential, and protected health information: You may not post or upload any Materials that contain personally identifiable information, sensitive personal information, or confidential information, such as credit card numbers, confidential national ID numbers, or account passwords unless you have consent from the person to whom the information belongs or who is otherwise authorized to provide such consent. You may not use the Services to collect, store, or process any protected health information subject to the Health Insurance Portability and Accountability Act (“HIPAA”), any applicable health privacy regulation or any other applicable law governing the processing, use, or disclosure of protected health information.
- Restricted Items: You may not offer goods or services that are, or appear to be, Restricted Items (as defined below).
- Self-harm: You may not offer goods or services, or post or upload Materials, that promote self-harm.
- Spam: You may not use the Services or the Audio.One Platforms to transmit unsolicited commercial electronic messages.
- Terrorist organizations: You may not offer goods or services, or post or upload Materials, that imply or promote support or funding of, or membership in, a terrorist organization.
We may, at any time and without notice, remove any Materials, and suspend or terminate your Account or your access to the Audio.One Platforms if you engage in activities that violate the letter or spirit of this AUP, including activities outside of your use of the Services or the Audio.One Platforms.
Audio.One has the right, but not the obligation, to monitor or investigate any Materials and your use of the Services and the Audio.One Platforms at any time for compliance with these provisions and the Audio.One Terms of Service, or any other agreement between you and Audio.One governing your use of the Services and the Audio.One Platforms. Our determination of whether a violation of these provisions has occurred will be final and binding, and any action taken with respect to enforcing these provisions, including taking no action at all, will be at our sole discretion.
“Restricted Items” means:
- an automatic firearm that has not been rendered inoperable
- a semi-automatic firearm that has the capacity to accept a detachable magazine, with one or more of the following items:
- magazine capable of accepting more than 10 rounds,
- bump stock,
- rapid fire trigger activator or trigger crank,
- barrel shroud,
- thumbhole stock,
- threaded barrel capable of accepting a flash suppressor, sound suppressor or silencer,
- grenade or rocket launcher,
- flash suppressor, sound suppressor or silencer,
- pistol grip (or in the case of a pistol, a second pistol grip), and
- forward pistol grip.
- a semi-automatic firearm that has a fixed magazine with the capacity to accept more than 10 rounds,
- firearms without serial numbers,
- ghost guns and 3D printed guns, including blueprints for such guns, and
- any part, component or kit for any firearm or gun listed above.
Certain Firearm Parts
- 80% or unfinished lower receivers,
- magazine capable of accepting more than 10 rounds,
- bump stock,
- grenade or rocket launcher,
- pistol grip (or in the case of a pistol, a second pistol grip),
- forward pistol grip,
- barrel shroud*,
- thumbhole stock*,
- threaded barrel capable of accepting a flash suppressor, sound suppressor or silencer*,
- flash suppressor, sound suppressor or silencer*,
- rapid fire trigger activator or trigger crank,
- any part, component or kit for a firearm part or including a firearm part listed above.
*only if for use with a semi-automatic firearm.
- Account Activation
2.1 Account Owner
The person signing up for the Service by opening an Account will be the contracting party (“Account Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding Account we may provide to the Account Owner in connection with the Service. You are responsible for ensuring that the name of the Account Owner (including the legal name of the company that owns the mobile app / website, if applicable) is clearly visible on the App and the Web Players.
If you are signing up for the Services on behalf of your employer, your employer will be the Account Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.
Your Audio.One Platforms can only be associated with one Account Owner. An Account Owner may have multiple Audio.One Platforms and Audio.One Users of such platforms.
2.2 Staff Accounts
Through your Audio.One Dashboard, you can create one or more staff accounts (“Staff Accounts”) allowing other people to access the Account. Each Staff Account must include a full legal name and a valid email account. Upon written request, Audio,one can set permissions for the Staff Accounts to access and work in the Account.
The Account Owner is responsible for:
(a) ensuring it’s employees, agents and subcontractors, including via Staff Accounts, comply with these Terms of Service; and
(b) any breach of these Terms of Service by the Account Owner’s employees, agents or subcontractors.
The Account Owner acknowledges and agrees that Account Owner will be responsible for the performance of all its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of the Account Owner.
The Account Owner and the users under Staff Accounts are each referred to as a “Audio.One User”.
2.3 Revenue Cat and Stripe Payments Accounts
Upon completion of the sign up for the Services, Audio.One can create a Revenue Cat or Stripe Connect account on your behalf, using the URL(s) and business name associated with your Account. Depending on your location and type of subscription plan, we might ask you to create such accounts, and to grant us access to your account access credentials during the onboarding process.
You acknowledge that Revenue Cat or Stripe Connect Payments will be the default payment gateway(s) for any subscriptions or products sold from within your Audio.One Platforms and that it is your sole responsibility as the Account Owner to activate and maintain these accounts. If you do not wish to keep either of the payment accounts active, it is your responsibility to deactivate them. For the avoidance of doubt, Revenue Cat and Stripe Connect are Third Party Services, as defined in Section 10.3 of these Terms of Service.
2.5 Apple Pay for Safari Account
Upon completion of the sign up for the Services, Audio.One can create an Apple Pay for Safari account on your behalf, using the URL(s) and business name associated with your Account. Depending on your location, Audio.One may activate your Apple Pay account on your behalf, otherwise you will be required to activate your Apple Pay account within your Account admin. If you do not wish to keep your Apple Pay account active, it is your responsibility to deactivate it. For the avoidance of doubt, Apple Pay is a Third-Party Service, as defined in Section 9.3.1 of these Terms of Service.
By using Apple Pay on your Audio.One Platforms, you are agreeing to be bound by the Apple Pay Platform Web Merchant Terms and Conditions, as they may be amended by Apple from time to time. If Apple amends the Apple Pay Platform Web Merchant Terms and Conditions, the amended and restated version will be posted on Apple Pays Legal Website. Such amendments to the Apple Pay Platform Web Merchant Terms are effective as of the date of posting. Your continued use of Apple Pay on your Audio.One Platforms after the amended Apple Pay Platform Web Merchant Terms are posted constitutes your agreement to, and acceptance of, the amended Apple Pay Platform Web Merchant Terms. If you do not agree to any changes to the Apple Pay Platform Web Merchant Terms, de-activate your Apple Pay account and do not continue to use Apple Pay on your Audio.One Platforms.
2.6 Google Pay
Upon completion of the sign up for the Services, Audio.One can create a Google account on your behalf using the URL(s) and business name associated with your Account. Depending on your location, Audio.One may activate your Google Pay account on your behalf, otherwise you will be required to activate your Google Pay account within your Account admin. If you do not wish to keep your Google Pay account active, it is your responsibility to deactivate it. For the avoidance of doubt, Google Pay is a Third-Party Service, as defined in Section 9.3.1 of these Terms of Service.
If you use a Google Pay supported payment gateway and your customers have enabled Google Pay, customers may process payments through your platforms using Google Pay.
By using Google Pay on your platforms, you are agreeing to be bound by the Google Pay API Terms of Service, as they may be amended by Google from time to time. If Google amends the Google Pay API Terms of Service, the amended and restated version will be posted on Google Pays Legal Website. Such amendments to the Google Pay API Terms of Service are effective as of the date of posting. Your continued use of Google Pay on your platforms after the amended Google Pay API Terms of Service are posted constitutes your agreement to, and acceptance of, the amended Google Pay API Terms of Service. If you do not agree to any changes to the Google Pay API Terms of Service, deactivate your Google Pay account and do not continue to use Google Pay on your platforms.
2.7 Meta Pay
Upon completion of the sign up for the Service, Audio.One can create a Meta Pay for Facebook account on your behalf using the URL(s) and business name associated with your Account. Depending on your location, Audio.One may activate your Meta Pay account on your behalf, otherwise you will be required to activate your Meta Pay account within your Account admin. If you do not wish to keep your Meta Pay account active, it is your responsibility to deactivate it. For the avoidance of doubt, Meta Pay is a Third-Party Service, as defined in Section 9.3.1 of these Terms of Service.
If you use a Meta Pay supported payment gateway and your customers have enabled Meta Pay, customers may process payments through your Audio.One Platforms using Meta Pay. By using Meta Pay on your Audio.One Platforms, you are agreeing to be bound by the Meta Pay Merchant Terms and Conditions, as they may be amended by Meta from time to time. If Meta amends the Meta Pay Merchant Terms and Conditions, such amendments will be effective as of the date of posting by Meta. Your continued use of Meta Pay on your Store after the amended Meta Pay Merchant Terms and Conditions are posted constitutes your agreement to, and acceptance of, the amended Meta Pay Merchant Terms and Conditions. If you do not agree to any changes to the Meta Pay Merchant Terms and Conditions, deactivate your Meta Pay account and do not continue to use Meta Pay on your Store.
2.7 Other third party platforms
Upon completion of the sign up for the Services, Audio.One can create other accounts (such as but not limited to Sentry, Google Analytics, Amplitude, Firebase Cloud Messaging, Firebase Crashlytics, Google Analytics for Firebase, Firebase App Indexing, AdsWizz, Instreamatic, Google Mobile Ads, Branch.io, Mailgun, RevenueCat, Twilio, AppoDeal, Ironsource, Unity) necessary to run key functionalities within your Audio.One Platforms on your behalf. If you do not wish to keep these accounts active, it is your responsibility to deactivate them. For the avoidance of doubt, other third-party platforms are a Third-Party Service, as defined in Section 9.3.1 of these Terms of Service.
- Availability of Services and Audio.One Rights
The Services have a range of features and functionalities. Not all Services, Audio.One Platforms, or features, will always be available to all Audio.One Users, and we are under no obligation to make any Services or features available in any jurisdiction. Except where prohibited in these Terms of Service or by applicable law, we reserve the right to modify the Services or any part thereof for any reason, without notice and at any time.
Audio.One does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from any part of the Services or Audio.One Platforms, including if we determine in our sole discretion that the goods or services that you offer through the Audio.One Platforms, or the Materials uploaded or posted to the Audio.One Platforms, violate our AUP or these Terms of Service.
Verbal or written abuse of any kind (including threats of abuse or retribution) of any Audio.One employee, member, or officer will result in immediate Account termination.
We reserve the right to provide our Services to your competitors and make no promise of exclusivity. You further acknowledge and agree that Audio.One employees and contractors may also be Audio.One customers or Account Owners and that they may compete with you, although they may not use your Confidential Information (as defined in Section 6) in doing so.
In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, or confirmation of your status as an employee of an entity.
Audio.One reserves the right to determine, in our sole discretion, rightful Account ownership and transfer an Account to the rightful Account Owner. If we are unable to reasonably determine the rightful Account Owner, without prejudice to our other rights and remedies, Audio.One reserves the right to temporarily suspend or disable an Account until resolution has been determined between the disputing parties.
- Your Responsibilities
You acknowledge and agree to provide public-facing contact information, privacy policies and any other legal requirement you have, based on jurisdiction and published location and use of your Audio.One Platforms.
(a) General. You acknowledge and agree that you are responsible and liable for all uses of the Services, whether such use is permitted by or in breach of these Terms of Service. You are responsible for all End-User Data and Licensee Data (as defined below), including, without limitation, the export and migration of End-User Data and Licensee Data and any and all data backup and the backup system.
(b) Hosting. Hosting (including without limitation file deployment, configuration and storage) and streaming (including without limitation file conversion, streaming and serving) of audio streams shall take place exclusively on the platform of an established service provider accepted by us (such as Amazon Web Services (AWS), Amperwave, SecureNet or other similar streaming providers). The agreement for such hosting and streaming shall be entered into between you and the respective Third-Party Service Provider. Hosting and streaming costs are charged directly to you by the respective Third-Party Service Provider. We assume no responsibility or liability whatsoever for such hosting and streaming functions.
(c) Store Accounts. You acknowledge that you manage and own the Apps created in the App Store and the Google Play Store (the “Store Accounts”). You shall grant us access to the Store Accounts to (i) upload the Apps once they have been created and customized and (ii) to upload subsequent upgrades, if any. You acknowledge that you are solely responsible and liable for the Stores Accounts and access to them.
(d) Music Copyrights. You must license the music copyrights and any other rights necessary to run the Apps and the Web Players directly from the respective rights holders and enter into the required agreements with such rights holders. Audio.One assumes no responsibility or liability whatsoever with respect to the required licensing of music copyrights or other necessary rights. Audio.One may request evidence from you regarding your licensing of music copyrights or other necessary rights. Your failure to obtain sufficient license coverage pursuant to this clause and/or your failure to pay royalties, when due, under such licenses shall be deemed a material breach of these Terms of Service.
(e) Content. Audio.One is not responsible for any content (audio, visual or textual) created in the Audio.One Platforms. The content uploaded by you onto the Audio.One Platforms or any platforms of an established service provider (such as Amazon Web Services (AWS)) is owned by you.
(f) Vouchers. You acknowledge to be solely responsible for the use of so-called Vouchers (as defined below) (as an additional advertising measure ) which use is subject to the provision of Section ** of these Terms of Service.
You acknowledge and agree that the Services are not a marketplace, and any contract processed through the Audio.One Platforms is directly between you and the customer. You are the seller of record for all items you process through the Audio.One Platforms. You are responsible for the creation and operation of your Audio.One Platforms, your Materials, the goods and services that you may sell through the Audio.One Platforms, and all aspects of the transactions between you and your customer(s). This includes, but is not limited to, authorizing the charge to the customer in respect of the customer’s purchase, refunds, returns of sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale), or your breach of these Terms of Service. You represent and warrant that your Audio.One Platforms, your Materials and the goods and services you sell through the Audio.One Platforms will be true, accurate, and complete, and will not violate any applicable laws, regulations or rights of third parties. For the avoidance of doubt, Audio.One will not be the seller or merchant of record and will have no responsibility for your Audio.One Platforms or items sold to customers through the Audio.One Platforms.
You are solely responsible for the goods or services that you may provide through the Audio.One Platforms (including description, price, fees, tax that you calculate, defects, required legal disclosures, regulatory compliance, offers or promotional content), including compliance with any applicable laws or regulations.You may not use the Services for any illegal or unauthorized purpose nor may you, in the use of the Services, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of any other jurisdiction. You will comply with all applicable laws, rules and regulations (including but not limited to obtaining and complying with the requirements of any license or permit that may be necessary to operate your Audio.One Platforms or that may be held by you) in your use of the Services and your performance of obligations under the Terms of Service.
As a feature within the Services, we offer you to participate in and to use our gift card services (collectively, the “Gift Card Services”) which allow you to issue and manage gift cards, so called vouchers (“Vouchers”), to your customers.
The Gift Card Services are made available to you solely for lawful purposes and uses. You will comply with and will ensure that your subcontractors and personnel comply with, all Applicable Laws. For purpose of these terms, “Applicable Laws” means any and all local, regional, or national laws, rules and regulations related to gift cards or the Gift Card Services, including, but not limited to, those related to data privacy, data security and the protection of personal information.
You are responsible for the handling of any amounts or redeemable services loaded or provided on/by the Vouchers in compliance with Applicable Laws, including, if required by Applicable Laws, depositing amounts loaded on the Voucher into escrow or separate accounts. You are also responsible for the handling of any amounts loaded on the Voucher that constitute unclaimed, abandoned, or similar property under Applicable Laws based on records maintained by you.
You are responsible for the development, production and distribution of all documents, terms, and procedures necessary to administer Vouchers to your customers (the “Program Materials”). All Vouchers issued or otherwise supported by or administered using the Gift Card Services must comply with the restrictions and requirements set forth in these Terms of Service.
You will respond to all inquiries from customers regarding the Vouchers. You are responsible for delivering to customers the Program Materials and any other documents required by Applicable Law. You are responsible for obtaining appropriate authorization required by Applicable Law from customers and take all other actions necessary for you to issue Vouchers to your customers.
You are responsible for providing all services required to offer and accept Vouchers in accordance with Applicable Laws. You will maintain all records related to Vouchers in accordance with Applicable Laws. You will be responsible for costs associated with administering the Vouchers. You will be responsible for receiving, investigating, and responding to any customer dispute or error allegation concerning any Vouchers.
You will be responsible for supervising and managing all daily funds flow associated with Vouchers, including ensuring all balances associated with the Vouchers are accurate and fully funded by deposits placed by customers with you in connection with a Voucher. You represent and warrant that the balance associated with Vouchers will, at all times, be appropriately funded by deposits placed by the customers with you in connection with such Vouchers in an amount that is no less than 100% of the total amount of currency represented as active and available to customers of the current day’s Vouchers balance. You will be responsible for overseeing and managing such funding. You are responsible and liable for any failure of the Vouchers to be fully funded.
Audio.One assums no liability for the functionality and succes of individual Voucher campaigns, and is not liable, neither to you or your customer, for any malfunctions of the Vouchers or the Gift Card Services. Audio.One does not provide or issue Vouchers and is not responsible for any losses or liability associated with the Voucers or any operations related to or required to support the Vouchers. Audio.One reserves the right to modify or terminate the Gift Card Services for any reason, without notice at any time. Not all Gift Card Services and features are available in every jurisdiction and we are under no obligation to make any Gift Card Services or features available in any jurisdiction.
5.2 Voucher Parameters and Limits
Unless otherwise required by Applicable Laws, the Vouchers must:
(i) not be reloadable:
(ii) not be redeemable for cash;
(iii) not include any activation fees or added service fees, or fees that reduce the value of the card over time;
(iv) not be used to compensate consumers for unshipped merchandise instead of providing refunds;
(v) include on the face of the Voucher the applicable funds/card expiration date or a statement that the funds never expire and have an expiration date that complies with Applicable Laws.
You may not issue a Voucher in a denomination greater than $9,999 USD; provided, however, Audio.One may, in its sole and absolute discretion, lower such amount by providing you with prior notice. You also must ensure that you manage the number of Vouchers (and denominations of the Vouchers) you distribute to ensure they are not being misused in any way or the subject of fraud or illegal activity.
Each Voucher must be branded with your logo or the logo of the service provider and must include your name or the name of the service provider on the front of the Voucher. You may include Audio.One’s logo on the Voucher as well.
- Payment of Fees and Taxes
You applicable to your subscription to the Services (“Subscription Fees”) and any other applicable fees, including but not limited to applicable fees relating to the value of sales made through your Audio.One Platforms when selling end-user subscriptions, and any fees relating to your purchase or use of any products or Services such as Audio.One Platforms, Revenue Cat, Stripe, fees for increased background activities as per Section 6.2 or other Third Party Services (as defined below) (collectively the “Additional Fees”). Together, the Subscription Fees, Transaction Fees and the Additional Fees are referred to as the “Fees”.
You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. Audio.One will charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”), and Audio.One will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments will be in U.S. currency. We might offer payments in other currencies through our website, and if we do, these are applicable and binding. We may make any payments to you, including but not limited, to refunds or other payouts, in another currency then the currency in which your payment of the Fees was made to us, and we have sole and complete discretion to choose a currency to make such payments to you.
Subscription Fees are paid in advance and will be billed in 30-day intervals (each such date, a “Billing Date”) unless otherwise stated on the order form or selected during the checkout process. Transaction Fees and Additional Fees will be charged from time to time at Audio.One’s discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Account Owner via the Primary Email Address provided. As well, an invoice will appear on the Account page of your Dashboard. Audio.One
If we are not able to process payment of Fees using an Authorized Payment Method, we may, but are not obligated to, make subsequent attempts to process payments using any Authorized Payment Method. If we are unable to successfully process payment of Fees using an Authorized Payment Method of our initial attempt, we may suspend and revoke access to your Account, the Services, and your Audio.One Platforms. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your Account or your Audio.One Platform(s) during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, Audio.One reserves the right to terminate your Account and your Audio.One Platforms in accordance with Section 14.
All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).
You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of Audio.One’s products and services. To the extent that Audio.One charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and Services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to Audio.One of your exemption. If you are not charged Taxes by Audio.One, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
For the avoidance of doubt, all sums payable by you to Audio.One under these Terms of Service will be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by Audio.One to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law will be borne by you and paid separately to the relevant taxation authority.
Audio.One will be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method ignoring any such deduction or withholding that may be required.
You are solely responsible for determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges and additional charges that arise from or as a result of any sale on your Audio.One Platforms or your use of the Services. The Audio.One Platforms are not a marketplace. Any contract of sale made through the Audio.One Platform is directly between you and the customer.
You must maintain an accurate location in the Dashboard. If you change jurisdiction, you must promptly update your location in the Dashboard.
6.1 Fees for Increased Background Activities
In general, the Subscription Fee covers all necessary hosting services to deliver our Services for the Account Owners and end users and the delivery of the Audio.One Platform (“Standard Hosting“). This Standard Hosting includes 16 server workers to provide sufficient computing resources for your end users. The Standard Hosting is designed to render all background activities such as Playlist Scheduling, sending messages or creating Vouchers. In case the Account Owner uses a large number of background activities simultaneously, Audio.One might have to increase the number of workers.
This increase in server workers is considered as an additional service which will be subject to Additional Fees for increased background activities for the Account Owner.
Audio.One will inform the Account Owner of such Additional Fees through his Primary Email Address.
Additional workers are charged at the then current price of USD 31.25 per worker per year. Audio.One may increase these Additional Fees at any time without prior notice to the Account Owner.
From time to time during the Term (as defined below), either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, visual or other form or media, marked, designated or otherwise identified as “confidential” (collectively, ”Confidential Information”).
Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) rightfully known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party without use of or reference to the Confidential Information. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s directors, officers, employees, agents, consultants and attorneys who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations and are bound by confidentiality obligations at least as strict as those set forth in these Terms of Service. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that if permitted, the receiving party making the disclosure pursuant to the order shall first have given written notice to the disclosing party and made a reasonable effort to obtain a protective order. On the expiration or termination of the Term, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the date of your registration and agreement to these Terms of Service and will expire three (3) years after expiration or termination of the Term; provided, however, that with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the expiration or termination of the Term for as long as such Confidential Information remains subject to trade secret protection under applicable law.
- Limitation of Liability and Indemnification
8.1 Warranty Disclaimer
You expressly understand and agree that your use of the Services and the Audio.One Platforms is at your sole and exclusive risk. THE SERVICES AND THE Audio.One PLATFORMS ARE PROVIDED “AS IS” AND Audio.One HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. Audio.One SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND TITLE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. Audio.One MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS, SUCH AS BUT NOT LIMITED TO THE Audio.One PLATFORMS, OR RESULTS OF THE USE THEREOF WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY TECHNOLOGY, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
TO THE EXTENT THAT Audio.One MAY NOT EXCLUDE AND DISCLAIM THE ENTIRE WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
Audio.One is not responsible for any of your tax obligations or liabilities related to the use of the Services.
Audio.One does not warrant that the quality of any products, Services, Audio.One Platforms, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services and/or the Audio.One Platforms will be corrected.
8.2 Indemnification and Limitation of Liability
EXCEPT FOR LIABILITY RELATED TO INDEMNIFICATION AND LIABILITY ARISING OUT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THE SERVICES AND/OR THE Audio.One PLATFORMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR LOST PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
EXCEPT FOR LIABILITY ARISING OUT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES AND/OR THE Audio.One PLATFORMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID BY YOU TO Audio.One FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Audio.One partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of
- your breach of these Terms of Service or the documents it incorporates by reference;
- negligence or willful misconduct;
- the use of the Services in combination with data, technology, hardware, equipment or technology not authorized by Audio.One in writing;
- your violation of any law or the rights of a third party; or
(c) any aspect of the transaction between you and a third party such as but not limited to your customers (“Third Party Claim“), provided that you may not settle any Third Party Claim against Audio.One unless such settlement completely and forever releases Audio.One from all liability with respect to such Third Party Claim or unless Audio.One consents to such settlement, and further provided that Audio.One will have the right, at its option, to defend itself against any such Third Party Claim or to participate in the defense thereof by counsel of its own choice.
You will be responsible for any breach of the Terms of Service by your affiliates, agents or subcontractors and will be liable as if it were your own breach.
- Intellectual Property and Your Materials
You acknowledge that, as between you and Audio.One, Audio.One owns all right, title, and interest, including all intellectual property rights, in and to the Services and the Audio.One Platforms. The SDK contains third-party technology which Audio.One is authorized to use.
Audio.One exclusively owns all rights, titles, and interests in and to the Services and the SDKs as well as any content delivered by Audio.One to you. Without limiting the generality of the foregoing, Audio.One holds and owns all rights, titles, and interests in and to:
- all text, graphics, animation, audio and other components of content created or provided by Audio.One, provided, however, that any content uploaded by you onto the Audio.One Platforms of an established service provider is owned by you and further provided that content created by music rights holder is owned by such music rights holders;
- all interfaces, navigational devices, menus, menu structures or arrangements, icons, help and other operational instructions, and all other components of any code that comprises the software;
- all literal and nonliteral expressions of ideas that operate, cause, create, direct, manipulate, access, or otherwise affect the content;
- one -developed marketing material, logos, and tag lines; and
- all copyrights, patents, trade secrets, and other intellectual or industrial property rights in the Services or any component or characteristic thereof.
9.2 Foreground Intellectual Property.
Audio.One exclusively owns all rights, titles, and interests to any intellectual property that is created by the representatives of either party and both parties and that relates to or arises out of the Services (the “Foreground IP”). You hereby assigns, and cause your employees and other representatives to assign, to Audio.One all rights, titles, and interests to any Foreground IP.
You shall not infringe upon or in any way impair Audio.One‘s rights, titles, and interests described in this Section 9.
9.3 Audio.One Intellectual Property
You agree that you may not use any trademarks, logos, or service marks of Audio.One, whether registered or unregistered, including but not limited to the word mark Audio.One, the word mark Brands Are Live (“Audio.One Trademarks”) unless you are authorized to do so by Audio.One in writing. You agree not to use or adopt any marks that may be considered confusing with the Audio.One Trademarks. You agree that any variations or misspellings of the Audio.One Trademarks would be considered confusing with the Audio.One Trademarks.
You agree not to purchase, register, or use search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, social media names, or domain names (including without limitation top-level domains, sub-domains, and page URLs) that use or include Audio.One or Audio.One Trademarks or that use or include any terms that may be confusing with the Audio.One Trademarks.
You acknowledge and agree that the Terms of Service do not give you any right to implement Audio.One patents.
- Additional Services
10.1 SMS Messaging
The Services allow you to send certain communications to your customers by short message service (“SMS“) messaging (for example, sending order confirmation notifications via SMS) (the "SMS Services"). You will only use the SMS Services in compliance with these Terms of Service, any other applicable terms, and the laws of the jurisdiction from which you send messages, and in which your messages are received.
10.2 Audio.One Emails and Push Notifications
Audio.One employs certain controls to scan the content of messages you deliver using the Notification Services prior to delivery (the “Content Scanning”). Such Content Scanning is intended to limit spam, phishing, or other malicious content that contravenes these Terms of Service and/or any applicable law (the “Threats”). By using the Notification Services, you explicitly grant Audio.One the right to employ such Content Scanning. Audio.One does not warrant that the Notification Services will be free from Threats, and each Audio.One User is responsible for all content generated by their respective Audio.One Platforms.
By generating or sending messages through the Notification Services, you agree to comply with the following notification service requirements (the “Notification Service Requirements“):
- Your use of the Notification Services must comply with all Applicable Laws. Examples of Applicable Laws include laws relating to spam or unsolicited commercial email (“UCE”), privacy, security, obscenity, defamation, intellectual property, pornography, terrorism, homeland security, gambling, child protection, and other Applicable Laws. It is your responsibility to know and understand the laws applicable to your use of the Notification Services and the emails you generate or send through the Notification Services.
- You will use commercially reasonable efforts not to send sensitive personal data, including information regarding an individual’s medical or health condition, race or ethnic origin, political opinions, religious or philosophical beliefs, or other sensitive data (collectively, “Sensitive Data”) through the Notification Services. It is your responsibility to read and understand your obligations in relation to Sensitive Data.
- Your use of the Notification Services must follow all applicable guidelines established by Audio.One. The guidelines below are examples of practices that may violate the Notification Services Requirements when generating, or sending emails through the Notification Services:
- using non-permission-based email lists (i.e., lists in which each recipient has not explicitly granted permission to receive emails from you by affirmatively opting-in to receive those emails);
- using purchased or rented email lists;
- using third party email addresses, domain names, or mail servers without proper permission;
- sending emails to non-specific addresses (e.g., email@example.com or firstname.lastname@example.org);
- sending notifications that result in an unacceptable number of spam or UCE complaints (even if the emails themselves are not actually spam or UCE);
- failing to include a working “unsubscribe” link in each email that allows the recipient to remove themselves from your mailing list;
- failing to comply with any request from a recipient to be removed from your notification list within 10 days of receipt of the request;
- disguising the origin or subject matter of any message or falsifying or manipulating the originating email address, subject line, headers, or transmission path information for any message;
- failing to include in each email your valid physical mailing address or a link to that information; or
- including “junk mail,” “chain letters,” “pyramid schemes,” incentives (e.g., coupons, discounts, awards, or other incentives) or other material in any message that encourages a recipient to forward the Email to another recipient.
Please note that Audio.One, and/or it’s Third-Party Providers may suspend or terminate your access to and use of the Notification Services if you do not comply with the Notification Service Requirements.
If you or a customer knows of or suspects any violations of the Notification Services Requirements, please notify Audio.One at legal@Audio.One.com. Audio.One will determine compliance with the Notification Services Requirements in its discretion.
Audio.One’s Notification Services utilize Third Party Providers (as defined below), including but not limited to Mailgun, Twilio and Google Firebase. Your use of the Notification Services is subject to those Third Party Provider’s Acceptable Use Policy as it may be amended by the Third Party Provider’s from time to time.
10.3 Third Party Services
Audio.One may from time to time recommend, provide you with access to, or enable third party software, Apps, products, services or website links (collectively, “Third Party Services”) for your consideration or use, including via the Audio.One Platforms. Such Third Party Services are made available only as a convenience, and your purchase, access or use of any such Third Party Services is solely between you and the applicable third party services provider (“Third Party Provider”). In addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, Third Party Providers.
We do not provide any warranties or make representations to you with respect to Third Party Services. You acknowledge that Audio.One has no control over Third Party Services and will not be responsible or liable to you or anyone else for such Third Party Services. The availability of Third Party Services on Audio.One’s websites, or the integration or enabling of such Third Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Audio.One. Audio.One does not guarantee the availability of Third Party Services and you acknowledge that Audio.One may disable access to any Third Party Services at any time in its sole discretion and without notice to you. Audio.One is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third Party Service. Audio.One strongly recommends that you seek specialist advice before using or relying on Third Party Services, to ensure they will meet your needs.
If you install or enable a Third Party Service for use with the Services, you grant us permission to allow the applicable Third Party Provider to access your data and other Materials and to take any other actions as required for the interoperation of the Third Party Service with the Services, and any exchange of data or other Materials or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider.
Audio.One is not responsible for any disclosure, modification or deletion of your data or other Materials, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Third Party Provider to your data or other Materials.
You acknowledge and agree that: (i) by submitting a request for assistance or other setup of a Third Party Service, you consent to being contacted by one or more Third Party Providers at your Primary Email Address or any other email address provided by you; and (ii) Audio.One will receive all email communications exchanged by this Third Party Provider or in any reply emails that originate between yourself and the Third Party Providers. You further agree that Audio.One may share your contact details and the background information that you submit to the Third Party Provider.
The relationship between you and any Third Party Provider is strictly between you and such Third Party Provider, and Audio.One is not obligated to intervene in any dispute arising between you and a Third Party Provider.
Under no circumstances will Audio.One be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or your contractual relationship with any Third Party Provider.
These limitations will apply even if Audio.One has been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.
You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Audio.One partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third Party Service or your relationship with a Third Party Provider.
10.4 Beta Services
From time to time, Audio.One may, in its sole discretion, invite you to use, on a trial basis, pre-releases or beta features that are in development and not yet available to all Audio.One Users (“Beta Services”). Beta Services are not part of the Services, and Beta Services may be subject to additional terms and conditions, which Audio.One will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Audio.One Confidential Information and subject to the confidentiality provisions in these Terms of Service. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without Audio.One’s prior written consent. Audio.One makes no representations or warranties that the Beta Services will work as designed. Audio.One may discontinue the Beta Services at any time in its sole discretion. Audio.One will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. Audio.One may change or not release a final or commercial version of a Beta Service in our sole discretion.
10.5 Audio.One Tracking
Audio.One allows you to add tracking pixels to your Audio.One Platforms to enable us, you or a third party to track customer events (the “Audio.One Tracking”). Depending on the tracking technology, you may manage your tracking pixels from within the user interface in the administrative console of your Audio.One Platform, i.e., the Dashboard.
- You will comply with all Applicable Laws and obtain all necessary consents from every user or site visitor and customer whose events you track;
- If you provide Audio.One with any data collected using pixels, including names, email addresses, phone numbers, or other data that personally identifies an individual, you will obtain all necessary rights and consents prior to providing Audio.One with the foregoing information;
- You agree that Audio.One may disable any pixels that Audio.One identifies as malicious, in Audio.One’s sole discretion; and
- You will not, and will not allow any third parties to, use pixels; i. to engage in or promote any unlawful, infringing, defamatory or otherwise harmful activity; or ii. to disable, interfere with or circumvent any aspect of the Services.
Audio.One may collect information associated with the Audio.One Tracking, such as how pixels are used, and how and what scripts are added. Audio.One may use this data to improve, maintain, protect and develop the Audio.One Tracking.
- Feedback and Reviews
Audio.One welcomes any ideas and/or suggestions regarding improvements or additions to the Services and/or the Audio.One Platforms. Under no circumstances will any disclosure of any idea, suggestion or related material or any review of the Services, Audio.One Platforms, Third Party Services, or any Third Party Provider (collectively, “Feedback”) to Audio.One be subject to any obligation of confidentiality or expectation of compensation. By submitting Feedback to Audio.One (whether submitted directly to Audio.One or posted on any Audio.One hosted forum or page), you waive any and all rights in the Feedback and that Audio.One is free to implement and use the Feedback if desired, as provided by you or as modified by Audio.One, without obtaining permission or license from you or from any third party. Any reviews of a Third Party Service or Third Party Provider that you submit to Audio.One must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable. Audio.One reserves the right (but not the obligation) to remove or edit Feedback of Third Party Services or Third Party Providers, but does not regularly inspect posted Feedback.
- DMCA Notice and Takedown Procedure
Audio.One supports the protection of intellectual property and asks Audio.One Users to do the same. It’s our policy to respond to all notices of alleged copyright infringement. If someone believes that one of our Audio.One Users is infringing their intellectual property rights, they can send a DMCA Notice to Audio.One’s designated agent using our form. Upon receiving a DMCA Notice, we may remove or disable access to the Materials claimed to be a copyright infringement. Once provided with a notice of takedown, the user can reply with a counter notification using our form if they object to the complaint. The original complainant has 14 business days after we receive a counter notification to seek a court order restraining the Account Owner from engaging in the infringing activity, otherwise we restore the Material.
- Privacy and Data Protection
To the extent that Audio.One processes personal information of your customers as a “data processor” or “service provider” under certain data privacy or protection laws, including the EU or UK General Data Protection Regulation and the California Consumer Privacy Act, Audio.One’s collection and use of personal information is also subject to our DPA.
- Term and Termination
The term of these Terms of Service will begin on the date of your completed registration for use of a Service and continue for the entire duration of your registration, or until terminated by us or by you, as provided below (the “Term”).
You may cancel your Account and terminate the Services upon thirty (30) days prior notice to Audio.One by contacting Audio.One support and then following the specific instructions indicated to you in Audio.One’s response.
Furthermore, either party may cancel your Account and terminate the Services,
- effective on written notice to the other party, if the other party materially breaches these Terms of Service, and such breach is either incapable of cure, or capable of cure but remains uncured for thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach; or
- effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
Without limiting any other remedies, we may suspend or terminate your Account, the Audio.One Platforms, and/or the Services for any reason, without notice and at any time (unless otherwise required by law), including if we suspect that you (by conviction, settlement, insurance, or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services. Termination of the Services will be without prejudice to any rights or obligations which arose prior to the date of termination.
Upon termination of the Services by either party for any reason:
- one will cease providing you with the Services and you will no longer be able to access your Account, the Dashboard, and/or the Audio.One Platforms;
- you will cease to use and delete, destroy, or return all copies of the Services and the Audio.One Platforms and certify in writing to Audio.One that the Services have been deleted or destroyed;
- unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
- any outstanding balance owed to Audio.One for your use of the Services through the effective date of such termination will immediately become due and payable in full; and
- your Audio.One Platforms will be taken offline.
If there are any outstanding Fees owed by you at the date of termination of the Service, you will receive one final invoice via email to your Primary Email Address. Once that invoice has been paid in full, you will not be charged again.
On termination, all related rights and obligations under the Terms of Service immediately terminate, except that (a) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination; and Sections 1 (Account Terms), 6 (Payment of Fees), 7 (Confidentiality), 8 (Limitation of Liability and Indemnification), 9 (Intellectual Property and Your Materials), 10.3 (Third Party Services), 11 (Feedback and Reviews), 13 (Privacy and Data Protection), 14 (Term and Termination), 16 (Modifications), and 17 (General Conditions) will survive the termination or expiration of these Terms of Service.
- Applicable Law and Jurisdiction
15.1 Billing Address in the United States, Canada
If the billing address of your Account is located in the United States or Canada, Audio.One and you agree that these Terms of Service shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. Any legal suit, action, or proceeding arising out of or related to these Terms of Service may be instituted in the federal courts of the United States or the courts of the State of New York in each case located in the city of New York, and each party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding.
15.2 Billing Address in the EMEA region or other any other jurisdiction other than listed in Section 15.1, Audio.One and you agree that these Terms of Service shall be governed by and construed in accordance with the laws of Switzerland with the express exclusion of the United Nations Convention on Contracts for the International Sale of Goods. Any legal suit, action or proceeding arising out of or related to these Terms of Service may be instituted only and exclusively in the courts of Zurich, and each party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding.
We reserve the right, in our sole and absolute discretion, to update or change any portion of the Terms of Service at any time. We will provide you with reasonable advance notice of changes to the Terms of Service that materially adversely affect your use of the Services or your rights under the Terms of Service by sending an email to the Primary Email Address, providing notice through the Dashboard, or by similar means. However, Audio.One may make changes that materially adversely affect your use of the Services or your rights under the Terms of Service at any time and with immediate effect:
(i) for legal, regulatory, fraud and abuse prevention, or security reasons; or
(ii) to restrict products or activities that we deem unsafe, inappropriate, or offensive.
Unless we indicate otherwise in our notice (if applicable), any changes to the Terms of Service will be effective immediately upon posting of such updated terms at this location. Your continued access to or use of the Services after we provide such notice, if applicable, or after we post such updated terms, constitutes your acceptance of the changes and consent to be bound by the Terms of Service as amended. If you do not agree to the amended Terms of Service, you must stop accessing and using the Services and/or the Audio.One Platform.
Audio.One may change the Fees for the Services from time-to-time. We will provide you with 30 days advance notice prior to any changes in Fees by sending an email to the Primary Email Account, providing notice through the Dashboard, or by similar means. Audio.One will not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services (or any part thereof).
- General Conditions
The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and Audio.One and govern your use of the Services and your Account, superseding any prior agreements between you and Audio.One (including, but not limited to, any prior versions of the Terms of Service).
The failure of Audio.One to exercise or enforce any right or provision of the Terms of Service will not constitute a waiver of such right or provision. If any provision of the Terms of Service, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of the Terms of Service will remain in full force and effect.
Save for Audio.One and its affiliates, you or anyone accessing Audio.One Services pursuant to these Terms of Service, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service will have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this will not affect the rights of any permitted assignee or transferee of these Terms.
The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Service and Audio.One’s Terms of Service available in another language, the most current English version of the Terms of Service at https://www.Audio.One/pages/legal will prevail. Any disputes arising out of these Terms of Service will be resolved in English unless otherwise determined by Audio.One (acting in its sole discretion) or as required by applicable law.
All the terms and provisions of the Terms of Service will be binding upon and inure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assigns and legal representatives. Audio.One will be permitted to assign these Terms of Service without notice to you or consent from you. You will have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without Audio.One’s prior written consent, to be given or withheld in Audio.One’s sole discretion.
If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.
Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 7 (Confidentiality) or, in the case of you, your obligations under Section 1.3, would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
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