As used in these Supplementary Terms of Service (“P2B Terms”), “we”, “us” and “Audio.one” means Audio.one by Brands are Live AG, and “you”, “your” and “Account Owner” means you (if your business is a sole proprietorship) or your business (if you are signing up on behalf of a corporation or other legal entity).
These P2B Terms supplement and amend the Audio.one Terms of Service (“Audio.one Terms of Service”) solely for E.U. and U.K. based Account Owners who use the P2B Services (as defined below). If you do not use the P2B Services, then these P2B Terms do not apply to you.
The “P2B Services” mean the core Audio.one services that enable E.U. and U.K. based Account Owners to host their Audio.one Platforms in order to publish Audio.one Products or services to customers located in the E.U. and the U.K. and which Audio.one services are subject to the “Regulation (EU) 2019/1150 of the European Parliament and of the Council of 20 June 2019 on promoting fairness and transparency for business users of online information services” (“P2B Regulation”) and the “Retained Regulation (EU) 2019/1150 on promoting fairness and transparency for business users of online intermediation services and corporate website users of online search engines” (“UK P2B Regulation”), respectively. The P2B Services do not include the Out of Scope Services (as defined below).
If the P2B Terms apply to you, then the Audio.one Terms of Service, including all of the documents incorporated by reference in the Audio.one Terms of Service, govern your use of the P2B Services generally, except as supplemented and amended by these P2B Terms. You may also be subject to other written agreements respecting your use of the P2B Services. In the event of a conflict between the Audio.one Terms of Service or any Additional Agreements and these P2B Terms, the P2B Terms will govern, but only to the extent required to resolve such conflict or inconsistency.
Additionally, if you use additional Audio.one services, products, applications and tools, the separate terms, conditions and policies applicable to those Out of Scope Services are not subject to the P2B Terms and are not EU Terms unless specifically stated in these P2B Terms.
The P2B Services and all Out of Scope Services are collectively referred to in these P2B Terms as the “Services”.
- Changes to the EU Terms
If we change the EU Terms applicable to your P2B Services, we will provide you with notice as follows, unless the P2B Regulation permits us to provide no notice or a shorter period of notice:
(a) if we change the pricing for any of the P2B Services, we will provide you with at least 30 days advance written notice;
(b) if the changes to the EU Terms would require you to make technical or commercial adaptations to the goods or services you offer to users through the applicable P2B Services, we will give you a minimum of 15 days advance written notice (or such longer notice period that is reasonable and proportionate in the circumstances); and
(c) if we otherwise substantially modify the EU Terms we will provide you with at least 15 days advance written notice.
Subject to the exception below, if you do not agree with any of these changes, before the notice period expires you have the right to cancel your Account and terminate the EU Terms in accordance with the applicable termination provisions of the EU Terms (without prejudice to any accrued rights or obligations) and you agree that this is your sole remedy in respect of such changes. If we provide you with notice of a change to the EU Terms under Section 1(c) above, and you make new or further Products (as defined in Section 2 below) available to your customers through the P2B Services (after you have been provided with written notice) you will have waived your right to terminate your P2B Services for that change in accordance with the P2B Regulation.
- When Can Audio.one Restrict, Suspend or Terminate Your Account?
Under the EU Terms, Audio.one may restrict, suspend or terminate your Account, your access to the Services, or certain products and services (“Products”) you make available through your platforms. Such restriction, suspension or termination may happen for the following reasons:
If you breach or violate any of the EU Terms (as determined in the sole discretion of Audio.one) as described in Section 14.3 of the Audio.one Terms of Service, including (without limitation):
(i) the AUP; or
(ii) any terms and conditions applicable to your use of the Out of Scope Services;
If your Fees remain outstanding for longer than 60 days (as described in Section 6.1 of the Audio.one Terms of Service);
If there is a dispute about the rightful ownership of your Account and Audio.one, acting reasonably, is not able to determine the rightful Account Owner (as described in Section 3.6 of the Audio.one Terms of Service);
If you engage in verbal or written abuse of any kind (including abuse or retribution) with a Audio.one or Account owner user, or Audio.one or account owner employee, member or officer (as described in Section 3.3 of the Audio.one Terms of Service); or
If we suspect that you (by conviction, settlement, insurance or escrow investigation or otherwise) have engaged in fraudulent activity in connection with your use of the P2B Services (as described in Section 14 of the Audio.one Terms of Service).
If you disagree with our actions regarding the restriction, suspension or termination of your Account (in its entirety) or your ability to make certain contents available through the P2B Services, you may use our complaints handling system (described in Section 8 below) in order to clarify the facts and circumstances surrounding our decision.
- Account Onwer Termination Rights
You can cancel your Account and (without prejudice to any accrued rights or obligations) terminate the EU Terms (or any Additional Agreements) as described in the Audio.one Terms of Service, or any Additional Agreements (to the extent that they are applicable).
- Access to and Use of Platform Data
(1) Your access
You can view and export the following information from within your dashboard by logging in to your Account:
information that you provide when setting up and managing your Platform, such as your contact information, your staff contact information, your policies, your content or product information, your customer information, and any customizations on your apps; and
business information that is generated from the use of your platform by you and/or your customers, such as details of Platform transactions, payouts, invoices for subscription payments for our Services or Third Party Services, and analytics reports about your Platform.
You can contact us to access the following other information that is not accessible by logging in to your Account (i.e., the following information is “contractually accessible”):
information that you provide when setting up your Audio.one Account, such as your payment and banking information, and information collected pursuant to Know-Your-Customer checks or to comply with other legal obligations such as your ID; and
other information generated through your use of the P2B Services, such as your tax documentation about your account, a record of your interaction with our customer support team, and usage data that we retain about your access to your account, such as IP logs.
Except as stated above, you do not have the technical ability or any right to access personal information or Confidential Information relating to third parties. For example, you do not have the right to access information relating to other Audio.one customers, or to customers interacting with other Audio.one platforms or Audio.one Services independent from your platform. You also cannot, and do not have the right to, access any information on Audio.one’s decisions about or investigations into your eligibility for any of the P2B Services.
(2) Audio.one’s access
(3) Third Party Service’s access
If you install or enable Third Party Services for use with the P2B Services, you permit us to allow the applicable Third Party Provider to access your data and other Materials and to take other actions as required for the interoperation of the Third Party Service with the P2B Services (as more fully described in Section 9.3 of the Audio.one Terms of Service). 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.
- Intellectual Property Rights
Section 9 of the Audio.one Terms of Service outlines your rights regarding your ownership and control of your intellectual property (such as logos, trademarks or brand names) in relation to your use of the P2B Services, together with any rights you may give to Audio.one in connection with such use.
- Additional Distribution Channels
In addition to the Audio.one platform functionality made available to you as part of the P2B Services, your platforms may be redistributed in our centralized streaming portals. Users of these portals may search for specific radio stations or names. On any termination of your Account, your contents will no longer be displayed in the centralized streaming portals.
The P2B Services may rank radio stations, playlists or any content you publish through your platforms on a limited basis as follows:
The Audio.one mobile application known as the “Radio.one by AO” is available for download by Account Owner Users (“Buyers”), and contains functionality which may list, feature, promote or otherwise organize the display of Account Owner’s content to Buyers in a variety of different ways.
- Internal Complaint-Handling System
Audio.one has an internal complaint-handling system that is available to you free of charge. If you wish to make a complaint related to any of the following, where they affect you in particular: (1) concerns about Audio.one’s compliance with its obligations under the P2B Regulation; (2) technological issues directly related to Audio.one’s provision of the P2B Services to you; or (3) measures taken by Audio.one in respect of its provision of the P2B Services which affect you; please complete the form available here.
Your complaint will be reviewed and forwarded to the appropriate internal resources to consider the concern you have raised.
In addition to the complaint-handling system described in these P2B Terms, mediation may be an option to resolve any disputes that could arise between us with respect to the P2B Services, including complaints that could not be resolved by means of our internal complaint-handling system.
In the event of a dispute, either of us can request the other party to engage in mediation. The P2B Regulation requires both you and us to engage in good faith throughout any mediation attempts.
If we agree to mediate, we would be willing to engage in mediation using either of the following 2 mediators:
You do not have to use one of the mediators set out above. Together, you and we may also agree on another mediator.
Applicable Law. The EU Terms are governed by and construed in accordance with the laws of the country of Switzerland. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded. You agree to resolve any judicial disputes arising under the EU Terms in accordance with Section 14.3.2 of the Audio.one Terms of Service.
Severability. If any provision of the EU Terms is held by a court of competent jurisdiction to be contrary to law, such provision shall 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 provisions of the EU Terms shall remain in full force and effect.
Waiver. The failure of either party to exercise or enforce any right or provision of the EU Terms shall not constitute a waiver of such right or provision or any other provision of the EU Terms or otherwise affect the rights of such party.
Entire Agreement. The EU Terms and any documents incorporated by reference constitute the entire agreement between the parties respecting your use of the Services and supersede any prior written or oral agreements between the parties with respect to the Services.
Survival. All sections of the EU Terms that by their nature should survive termination will survive such termination.