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Terms of Use

AUDIOKITE.COM TERMS OF USE AGREEMENT

 

Audiokite.com, operated by AUDIOKITE, L.L.C. located at 2418 Queens Plaza S #8121 Long Island City, NY 11101 ("Audiokite.com," "we," or "our"), is an innovative new product for independent musicians and labels, offering unprecedented insight into the commercial viability of their music. By leveraging new crowdsourcing technologies and automating the market research process, we offer exhaustive research reports for songs at a very affordable price. By using the Audiokite.com Website, (the "Website" or the "Site") you agree to be bound by these Terms of Use (this "Agreement"), whether or not you register as a member of Audiokite.com ("Member"). If you wish to become a Member and/or make use of the Audiokite.com service (the "Service"), please read this Agreement. If you object to anything in this Agreement or the Audiokite.com Privacy Policy, do not use the Website or the Service. This Agreement is subject to change by Audiokite.com at any time, effective upon posting on the Audiokite.com website. Your continued use of the Website and the Service following Audiokite.com's posting of revised terms of any section of the Agreement will constitute your express and binding acceptance of and consent to the revised Agreement.

PLEASE READ THIS AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

Electronic Agreement. This Agreement is an electronic contract that sets out the legally binding terms of your use of the Website and the Service. This Agreement may be modified by Audiokite.com from time to time, such modifications to be effective upon posting by Audiokite.com on the Website. By accessing and/or using the Website or becoming a Member, you accept this Agreement and agree to the terms, conditions and notices contained or referenced herein.

1. Access and Retention. In order to access and retain this electronic Agreement, you must have access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must use all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. Please print a copy of this document for your records. To retain an electronic copy of this Agreement, you may save it into any word processing program.

2. Eligibility. You must be at least eighteen (18) years of age. By using the Website, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.

3. Non-commercial Use by Members. The Website is for the personal use of individual Members only and may not be used in connection with any commercial endeavor as organizations, companies, and/or businesses may not become Members and should not use the Service or the Website for any purpose. Illegal and/or unauthorized uses of the Website include, but are not limited to, collecting usernames and/or email addresses of members by electronic or other means for the purpose of sending unsolicited email, unauthorized framing of or linking to the Website, sharing or disclosing your username or password to any third party or permitting any third party to access your account, attempting to impersonate another user or person,  use of the Website in any fraudulent or misleading manner, any automated use of the system, such as scraping the Website, automated scripts, spiders, robots, crawlers, data mining tools or the like, interfering with, disrupting, or creating an undue burden on the Website or the networks or services connected to the Website, and using the Website in a manner inconsistent with any and all applicable laws and regulations. Illegal and/or unauthorized use of the Website may be investigated, and appropriate legal action may be taken, including without limitation, civil, criminal, and injunctive redress. Use of the Website and Service is with the permission of Audiokite.com, which may be revoked at any time, for any reason, in Audiokite's sole discretion.

4. Account Security. You are responsible for maintaining the confidentiality of the username and password that you designate during the registration process, and you are fully responsible for all activities that occur under your username and password. You agree to (a) immediately notify Audiokite.com of any unauthorized use of your username or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Audiokite.com will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. If you share your computer with others, you may wish to consider disabling your auto-sign in feature if you have it linked to your Audiokite.com account.

5. Your Use of the Website

a. You must not copy or capture, or attempt to copy or capture, any audio Content from the Website or any part of the Website, unless given express permission by Audiokite.com.

b. You must not copy, republish, adapt, make available or otherwise communicate to the public, display, perform, transfer, share, distribute or otherwise use or exploit any Content on or from the Platform, except (i) where such Content is Your Content, or (ii) as permitted under these Terms of Use, and within the parameters set by the Uploader (for example, under the terms of Creative Commons licenses selected by the Uploader).

c. You must not use any Content (other than Your Content) in any way that is designed to create a separate content service or that replicates any part of the Website offering.

d. You must not employ scraping or similar techniques to aggregate, repurpose, republish or otherwise make use of any Content.

e. You must not employ any techniques or make use of any services, automated or otherwise, designed to misrepresent the popularity of Your Content on the Website, or to misrepresent your activity on the Website, including without limitation by the use of bots, botnets, scripts, apps, plugins, extensions or other automated means to register accounts, log in, add followers to your account, play Content, follow or unfollow other users, send messages, post comments, or otherwise to act on your behalf, particularly where such activity occurs in a multiple or repetitive fashion. You must not offer or promote the availability of any such techniques or services to any other users of the Website.

f. You must not alter or remove, or attempt to alter or remove, any trademark, copyright or other proprietary or legal notices contained in, or appearing on, the Website or any Content appearing on the Website (other than Your Content).

g. You must not, and must not permit any third party to, copy or adapt the object code of the Website, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Website, or circumvent or attempt to circumvent or copy any copy protection mechanism or access any rights management information pertaining to Content other than Your Content.

h. You must not use the Website to upload, post, store, transmit, display, copy, distribute, promote, make available or otherwise communicate to the public:

¥       any Content that is offensive, abusive, libelous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, that promotes violence, terrorism, or illegal acts, incites hatred on grounds of race, gender, religion or sexual orientation, or is otherwise objectionable in Audiokite.com's sole and reasonable discretion;

¥       any information, Content or other material that violates, plagiarizes, misappropriates or infringes the rights of third parties including, without limitation, copyright, trademark rights, rights of privacy or publicity, confidential information or any other right; or

¥       any Content that violates, breaches or is contrary to any law, rule, regulation, court order or is otherwise is illegal or unlawful in Audiokite.com's sole and reasonable opinion;

¥       any material of any kind that contains any virus, Trojan horse, spyware, adware, malware, bot, time bomb, worm, or other harmful or malicious component, which will or might overburden, impair or disrupt the Website or servers or networks forming part of, or connected to, the Website, or which does or might restrict or inhibit any other user's use and enjoyment of the Website; or

¥       any unsolicited or unauthorized advertising, promotional messages, spam or any other form of solicitation.

i. You must not commit or engage in, or encourage, induce, solicit or promote, any conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law or regulation.

j. You must not rent, sell or lease access to the Website, or any Content on the Website, although this will not prevent you from including links from Your Content to any legitimate online download store from where any item of Your Content may be purchased.

k. You must not deliberately impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity, for example, by registering an account in the name of another person or company, or sending messages or making comments using the name of another person.

l. You must not stalk, exploit, threaten, abuse or otherwise harass another user, or any Audiokite.com employee. If we feel that your behavior towards any of our employees is at any time threatening or offensive, we reserve the right to immediately terminate your membership and you will not be entitled to any refund of unused subscription fees.

m. You must not sell or transfer, or offer to sell or transfer, any Audiokite.com account to any third party without the prior written approval of Audiokite.com.

n. You must not collect or attempt to collect personal data, or any other kind of information about other users, including without limitation, through spidering or any form of scraping.

o. You must not violate, circumvent or attempt to violate or circumvent any data security measures employed by Audiokite.com or any Uploader; access or attempt to access data or materials which are not intended for your use; log into, or attempt to log into, a server or account which you are not authorized to access; attempt to scan or test the vulnerability of Audiokite.com's servers, system or network or attempt to breach Audiokite.com's data security or authentication procedures; attempt to interfere with the Website or the Services by any means including, without limitation, hacking Audiokite.com's servers or systems, submitting a virus, overloading, mail-bombing or crashing. Without limitation to any other rights or remedies of Audiokite.com under these Terms of Use, Audiokite.com reserves the right to investigate any situation that appears to involve any of the above, and may report such matters to, and cooperate with, appropriate law enforcement authorities in prosecuting any users who have participated in any such violations.

You agree to comply with the above conditions, and acknowledge and agree that Audiokite.com has the right, in its sole discretion, to terminate your account or take such other action as we see fit if you breach any of the above conditions or any of the other terms of these Terms of Use. This may include taking court action and/or reporting offending users to the relevant authorities.

6. Representations and Warranties

You hereby represent and warrant to Audiokite.com as follows:

a. Your Content, and each and every part thereof, is an original work by you, or you have obtained all rights, licenses, consents and permissions necessary in order to use, and (if and where relevant) to authorize Audiokite.com to use, Your Content pursuant to these Terms of Use, including, without limitation, the right to upload, reproduce, store, transmit, distribute, share, publicly display, publicly perform, make available and otherwise communicate to the public Your Content, and each and every part thereof, on, through or via the Website, any and all Services and any third party services.

b. Your Content and the availability thereof on the Platform does not and will not infringe or violate the rights of any third party, including, without limitation, any intellectual property rights, performers' rights, rights of privacy or publicity, or rights in confidential information.

c. You have obtained any and all necessary consents, permissions and/or releases from any and all persons appearing in Your Content in order to include their name, voice, performance or likeness in Your Content and to publish the same on the Website and via any third party services.

d. Your Content, including any comments that you may post on the Website, is not and will not be unlawful, offensive, abusive, libelous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, will not promote violence, terrorism, or illegal acts, or incite hatred on grounds of race, gender, religion or sexual orientation.

e. Your Content does not and will not create any liability on the part of Audiokite.com, its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and/or shareholders.

Audiokite.com reserves the right to remove Your Content, suspend or terminate your access to the Platform and/or pursue all legal remedies if we believe that any of Your Content breaches any of the foregoing representations or warranties, or otherwise infringes another person's rights or violates any law, rule or regulation.

7. Membership and Subscription; Pricing. You may become a free Member of the Service at no cost. As a free Member, you will have the ability to participate in some, but not all, of the features and services available within the Service. In order to access additional features and services, including extra features provided by Audiokite Pro, you must become a paying subscriber to the Service. Please note that the subscription policies that are disclosed to you in subscribing to the service are deemed part of this Agreement. Notwithstanding anything herein, you are solely responsible for all taxes associated with your use of the Website and/or Service.

8. Term. This Agreement will remain in full force and effect while you use the Website and/or Service. You may terminate your membership and/or subscription at any time via a link on your "Account" page. Alternatively, you may terminate your membership and/or subscription by contacting us at help@audiokite.com. If you resign or cancel your membership and/or subscription to Audiokite.com, to help Audiokite.com analyze and improve the Service, you may be asked to provide a reason for your resignation/cancellation. Audiokite.com may terminate your membership and/or subscription for any reason by sending notice to you at the email address you provide in your application for membership, or such other email address as you may later provide to Audiokite.com. If Audiokite.com terminates your membership in the Service because you have breached this Agreement, you will not be entitled to any refund of unused subscription fees. All decisions regarding the termination of accounts shall be made in the sole discretion of Audiokite.com. Audiokite.com is not required to provide you notice prior to terminating your membership and/or subscription. Audiokite.com is not required, and may be prohibited, from disclosing a reason for the termination of your account. Even after your membership or subscription is terminated, this Agreement will remain in effect. All terms that by their nature may survive termination of this Agreement shall be deemed to survive such termination.

9. Subscriptions; Charges on Your Billing Account.

a. General. Audiokite.com bills you through an online account (your "Billing Account") for use of the Service. You agree to pay Audiokite.com all charges at the prices then in effect for any use of the Service by you or other persons (including your agents) using your Billing Account, and you authorize Audiokite.com to charge your chosen payment provider (your "Payment Method") for the Service. You agree to make payment using that selected Payment Method. Audiokite.com reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment.

b. Recurring Billing. Our subscription plans to the Service consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By entering into this Agreement, you acknowledge that your subscription has an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. Audiokite.com may submit periodic charges (e.g. monthly) without further authorization from you, until you provide prior notice (confirmed in writing by Audiokite.com) that you have terminated this authorization or wish to change your payment method. Such notice will not affect charges submitted before Audiokite.com could reasonably act. Contact Audiokite.com at help@audiokite.com to change your payment method or cancel your paid membership by a provider of your chosen Payment Method (the "Payment Method Provider"). For your convenience, we take your payment information so that your Audiokite.com membership will not be interrupted. We auto-renew your membership at the level you selected. Your Audiokite.com subscription will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional subscription rate (if applicable). To cancel, visit the "Account" page and click the specified link.  Alternatively, you may terminate your membership and/or subscription by contacting us at help@audiokite.com. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.

 

c. Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY AUDIOKITE.COM IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS. IF YOU FAIL TO PROVIDE AUDIOKITE.COM ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT AUDIOKITE.COM MAY CONTINUE CHARGING YOU FOR ANY USE OF THE SERVICE UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR SUBSCRIPTION FOR THE SERVICE (CONFIRMED BY YOU IN WRITING UPON REQUEST BY AUDIOKITE.COM).

d. Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen payment method.

e. Reaffirmation of Authorization. Your non-termination or continued use of the Service reaffirms that Audiokite.com is authorized to charge your Payment Method. Audiokite.com may submit those charges for payment and you will be responsible for such charges. This does not waive Audiokite.com's right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially subscribed to the Service.

f. Free Trials and Other Promotions. Any free trial or other promotion that provides subscriber-level access to the Service must be used within the specified time of the trial. You must cancel your subscription before the end of the trial period in order to avoid being charged a subscription fee. If you cancel prior to the end of the trial period and are inadvertently charged for a subscription, please contact help@audiokite.com.

10. Modifications to Service. Audiokite.com reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Audiokite.com shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

11. Blocking of IP Addresses. In order to protect the integrity of the Services, Audiokite.com reserves the right at any time in its sole discretion to block Members from certain IP addresses from accessing the Website.

12. Content on Audiokite.com

a. Proprietary Rights. Audiokite.com retains all proprietary rights in the Website and the Service. The Website contains the copyrighted material, trademarks, and other proprietary information of Audiokite.com, and its licensors. Except where we have given you express written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information. All content on Audiokite.com is proprietary. Except where otherwise specified in this Agreement, all Content is copyrighted material of Audiokite.com and for Audiokite.com Members' use only. Distribution of Content to others is strictly prohibited. You agree that Audiokite.com would be irreparably harmed by any violation or threatened violation of this section and that, therefore, Audiokite.com shall be entitled to an injunction prohibiting you from any violation or threatened violation of this section, without posting bond, in addition to any other right or remedy it may have.

We may provide links to third party websites, and some of the content appearing on Audiokite.com may be supplied by third parties. Audiokite.com has no responsibility for these third party websites nor for their content, which is subject to and governed by the terms of use and/or privacy policies, if any, of the applicable third party content providers.

b. Grant of License. By uploading or posting Your Content to the Website, you initiate an automated process to upload any audio Content and direct Audiokite.com to store Your Content on our servers, from where you may control and authorize the use, reproduction, transmission, distribution, public display, public performance, making available and other communication to the public of Your Content on the Website and elsewhere using the Services. To the extent it is necessary in order for Audiokite.com to provide you with any of the aforementioned hosting services, to undertake any of the tasks set forth in these Terms of Use and/or to enable your use of the Website, you hereby grant such licenses to Audiokite.com on a worldwide, non-exclusive, transferable, sub-licensable, royalty-free, and fully paid basis.

By uploading Your Content to the Website, you also grant a worldwide, non-exclusive, transferable, sub-licensable, royalty-free, and fully paid license to Audiokite.com to use, copy, store, repost, transmit or otherwise distribute, publicly display, publicly perform, adapt, prepare derivative works of, compile, make available and otherwise communicate to the public, Your Content utilizing the features of the Website from time to time, and within the parameters set by you using the Website. You can limit and restrict the availability of certain of Your Content to other users of the Website, and to users of Third Party Services, at any time by emailing help@audiokite.com, subject to the provisions of the Limitation of Liability section below. Notwithstanding the foregoing, nothing in these Terms of Use grants any rights to any other user of the Website with respect to any proprietary name, logo, trademark or service mark uploaded by you as part of Your Content (for example, your profile picture) ("Marks"), other than the right to reproduce, publicly display, make available and otherwise communicate to the public those Marks, automatically and without alteration, as part of the act of reposting sounds with which you have associated those Marks. Audiokite.com will gladly delete your Content upon request to help@audiokite.com.

By uploading Your Content to the Website, you also agree that all data provided by Audiokite.com regarding your Content, including but not limited to data regarding general reaction to song, commercial viability, synchronization licensing, all song elements, listener comments and feelings, and all other data provided by listeners during the generation of the report (the "Data"), shall remain the sole property of Audiokite.com, except where otherwise noted consistent with the Terms of Use, and no part thereof shall be deemed assigned or licensed to you. Audiokite.com shall retain all rights to the Data not expressly granted to you under this Agreement.

The licenses granted in this section are granted separately with respect to each item of Your Content that you upload to the Website. Licenses with respect to audio Content, and any images or text within your account, will (subject to the following paragraph of these Terms of Use) terminate automatically when you remove such Content from your account. You may also request that Audiokite.com remove any Content from your account at any time by writing to help@audiokite.com or PO Box 8121 Long Island City, NY 11101. Licenses with respect to comments or other contributions that you make on the Website will be perpetual and irrevocable, and will continue notwithstanding any termination of your account.

Any Content other than Your Content is the property of the relevant Uploader, and is or may be subject to copyright, trademark rights or other intellectual property or proprietary rights. Such Content may not be downloaded, reproduced, distributed, transmitted, re-uploaded, republished, displayed, sold, licensed, made available or otherwise communicated to the public or exploited for any purposes except via the features of the Website from time to time and within the parameters set by the Uploader on the Service or with the express written consent of the Uploader. Where you repost another user's Content, or include another user's Content in a set, you acquire no ownership rights whatsoever in that Content. Subject to the rights expressly granted in this section, all rights in Content are reserved to the relevant Uploader.

13. Restrictions on Use of Materials

You acknowledge that Audiokite.com contains songs, images, video, and text (collectively, "Content") that are protected by copyrights, patents, trademarks, trade secrets and/or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All Content is copyrighted under the United States copyright laws (and, if applicable, similar foreign laws), and Audiokite.com owns a copyright in the selection, coordination, arrangement and enhancement of such Content. All trademarks appearing on this Website are trademarks of their respective owners. You may not modify, publish, transmit, distribute, perform, participate in the transfer or sale, create derivative works of, or in any way exploit, any of the Content, in whole or in part. When Content is downloaded to your computer, you do not obtain any ownership interest in such Content. Modification of the Content or use of the Content for any other purpose, including, but not limited to, use of any Content in printed form or on any other website or networked computer environment is strictly prohibited unless you receive our prior written consent.

14. Copyright Policy. Audiokite.com prohibits the submission or posting of any information that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity.

Pursuant to Title 17, United States Code, Section 512(c)(2) or for any other claim of copyright infringement, you hereby agree that notifications of claimed copyright infringement be sent by certified mail to:

Legal Department, Audiokite.com, PO Box 8121 Long Island City, NY 11101 (tel.: (607) 699-9335)).

If you believe that your intellectual property right (or such a right that you are responsible for enforcing) is infringed by any content on the Site, please write to Audiokite.com at the address shown above, giving a written statement that contains:

a. identification of the copyrighted work and/or intellectual property right claimed to have been infringed;

b. identification of the allegedly infringing material on the Site that is requested to be removed;

c. your name, address, and daytime telephone number, and an e-mail address if available;

d. a statement that you have a good faith belief that the use of the copyrighted work and/or exercise of the intellectual property right is not authorized by the owner, its agent, or the law;

e. a statement that the information in the notification is accurate, and, under penalty of perjury, that the signatory is authorized to act on behalf of the owner of the right that is allegedly infringed; and

f. the signature of the intellectual property right owner or someone authorized on the owner's behalf to assert infringement of the right.

Audiokite.com will process any notice of alleged infringement which it receives and will take appropriate action as required by the Digital Millennium Copyright Act (DMCA) 17 U.S.C. 512(c)(3) or other applicable copyright law. U.S. law provides significant penalties for submitting such a statement falsely. Under appropriate circumstances, persons who repeatedly submit infringing or unlawful material will be prohibited from posting further submissions.

15. Liability for Content

You hereby acknowledge and agree that Audiokite.com (i) stores Content and other information at the direction, request and with the authorization of its users, (ii) acts merely as a passive conduit and/or host for the uploading, storage and distribution of such Content, and (iii) plays no active role and gives no assistance in the presentation or use of the Content. You are solely responsible for all of Your Content that you upload, post or distribute to, on or through the Website, and to the extent permissible by law, Audiokite.com excludes all liability with respect to all Content (including Your Content) and the activities of its users with respect thereto.

You hereby acknowledge and agree that Audiokite.com cannot and does not review the Content created or uploaded by its users, and neither Audiokite.com nor its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders has any obligation, and does not undertake or assume any duty, to monitor the Website for Content that is inappropriate, that does or might infringe any third party rights, or has otherwise been uploaded in breach of these Terms of Use or applicable law.

Audiokite.com and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders hereby exclude, to the fullest extent permitted by law, any and all liability which may arise from any Content uploaded to the Website by users, including, but not limited to, any claims for infringement of intellectual property rights, rights of privacy or publicity rights, any claims relating to publication of defamatory, pornographic, obscene or offensive material, or any claims relating to the completeness, accuracy, currency or reliability of any information provided by users of the Website. By using the Website, you irrevocably waive the right to assert any claim with respect to any of the foregoing against Audiokite.com or any of its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders.

16. Reporting Infringements

If you discover any Content on the Website that you believe infringes your copyright, please report this to us immediately by contacting us at help@audiokite.com or Audiokite.com, Legal Department, PO Box 8121 Long Island City, NY 11101. When contacting us, please make sure that you include the following information:

¥       a statement that you have identified Content on Audiokite.com that infringes your copyright or the copyright of a third party on whose behalf you are entitled to act;

¥       a description of the copyright work(s) that you claim have been infringed;

¥       a description of the Content that you claim is infringing and the Audiokite.com URL(s) where such Content can be located;

¥       your full name, address and telephone number, a valid email address on which you can be contacted, and your Audiokite.com user name if you have one;

¥       a statement by you that you have a good faith belief that the disputed use of the material is not authorized by the copyright owner, its agent, or the law; and

¥       a statement by you that the information in your notice is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

In addition, if you wish for your notice to be considered as a notice pursuant to the United States Digital Millennium Copyright Act 17 U.S.C. ¤512(c), please also include the following:

¥       with respect to your statement that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed, confirmation that such statement is made under penalty of perjury; and

¥       your electronic or physical signature (which may be a scanned copy).

The foregoing process applies to copyright only. If you discover any Content that you believe to be in violation of your trademark rights, please report this to us by email at help@audiokite.com. In all other cases, if you discover Content that infringes any or violates any of your other rights, which you believe is defamatory, pornographic, obscene, racist or otherwise liable to cause widespread offence, or which constitutes impersonation, harassment, spam or otherwise violates these Terms of Use, our Community Guidelines or applicable law, please report this to us at help@audiokite.com.

17. Blocking and Removal of Content

Notwithstanding the fact that Audiokite.com has no legal obligation to monitor the Content on the Website, Audiokite.com reserves the right to block, remove or delete any Content at any time, and to limit or restrict access to any Content, for any reason and without liability, including without limitation, if we have reason to believe that such Content does or might infringe the rights of any third party, has been uploaded or posted in breach of these Terms of Use, our Community Guidelines or applicable law, or is otherwise unacceptable to Audiokite.com.

Please also note that individual Uploaders have control over the audio Content that they store in their account from time to time, and may remove any or all audio Content or other Content without notice. You have no right of continued access to any particular item of Content and Audiokite.com shall have no liability in the event that you are unable to access an item of Content due to its removal from the Platform, whether by Audiokite.com or the relevant Uploader.

 

18. Repeat Infringers

Audiokite.com will suspend or terminate your access to the Website if Audiokite.com determines, in its sole and reasonable discretion, that you have repeatedly breached these Terms of Use.

If we receive a valid notification from a third party in accordance with our reporting processes or applicable law that any of Your Content infringes the copyright or other rights of such third party, or if we believe that your behavior is inappropriate and violates our Terms of Use, we will send you a written warning to this effect. Any user that receives more than two of these warnings is liable to have their access to the Website terminated forthwith.

We will also suspend or terminate your account without warning if ordered to do so by a court, and/or in other appropriate circumstances, as determined by Audiokite.com at its sole discretion.

Please note that we do not offer refunds to Members whose accounts are terminated as a result of repeated infringement of these Terms of Use.

19. Limitation of Liability. In no event shall Audiokite.com be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the Website or Service, or use thereof. Nothing contained in this Website or in any written or oral communications from Audiokite.com or its employees or agents shall be construed to make any promise, covenant, warranty, or guaranty, all of which are explicitly disclaimed hereby, contrary to the statements and disclaimers contained in this paragraph.

 

Audiokite.com expressly disclaims any liability for, among other things, breaches of licensing agreements between Members and performing rights organizations, including but not limited to Broadcast Music, Inc. (BMI); American Society of Composers, Authors and Publishers (ASCAP); and SESAC. Any liability resulting from breach of said agreements falls squarely on the user.

 

The content and functionality on the Website and the services provided by employees of the Website are offered "as is" without warranty of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Audiokite.com makes no warranties, express or implied, as to the ownership, accuracy, completeness or adequacy of the Website content or that the functionality of the Website will be uninterrupted or error-free or free from virus or third party attack. You hereby acknowledge that your use of this Website and the Service is at your sole risk. UNDER NO CIRCUMSTANCES SHALL AUDIOKITE.COM, ITS OFFICERS, OWNERS, EMPLOYEES OR AGENTS AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT DIRECTLY OR INDIRECTLY RESULT FROM USE OF, OR INABILITY TO USE, THE WEBSITE OR SERVICE OR THE INFORMATION CONTAINED THEREIN, INCLUDING WITHOUT LIMITATION FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE WEBSITE, EVEN IF AUDIOKITE.COM HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND REGARDLESS OF THE THEORY OF LIABILITY.

TO THE GREATEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL AUDIOKITE.COM HAVE ANY LIABILITY, CONTINGENT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES IN ANY WAY ARISING OUT OF OR RELATING TO THE AGREEMENT, WEBSITE OR THE SERVICE, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, LOST DATA, LOSS OF GOODWILL, COPYRIGHT INFRINGEMENT, WORK STOPPAGE, EQUIPMENT FAILURE OR MALFUNCTION, PERSONAL INJURY, PROPERTY DAMAGE, OR ANY OTHER DAMAGES OR LOSSES, EVEN IF AUDIOKITE.COM HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STATUTE, INDEMNITY OR OTHERWISE) UPON WHICH SUCH LIABILITY IS BASED.

In the event that any of the foregoing limitations are deemed to be unenforceable, to the greatest extent permitted by law, you agree that the entire aggregate liability of Audiokite.com and sole remedy available to any Member in any case in any way arising out of or relating to the Agreement, Website or the Service shall be limited to monetary damages that in the aggregate may not exceed the greater of $500.00 or the sum of any amount paid by the Member or user to Audiokite.com during the six months prior to notice to Audiokite.com of the dispute for which the remedy is sought.

20. Indemnity by You. You agree to indemnify and hold Audiokite.com, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, arising out of or related to:

a. your use of the Service and/or Website in violation of this Agreement and/or arising from a breach of this Agreement including without limitation your representations and warranties set forth above;

b. any third party claim of infringement of copyright or other intellectual property rights or invasion of privacy arising from the hosting of Your Content on the Website, and/or your making available thereof to other users of the Website, and/or the actual use of Your Content by other users of the Website or related services in accordance with these Terms of Use and the parameters set by you with respect to the distribution and sharing of Your Content;

c. any activity related to your account, be it by you or by any other person accessing your account with or without your consent unless such activity was caused by the act or default of Audiokite.com.

21. Attorney Fees. In the event that Audiokite.com is successful in whole or in part in any action or proceeding related to or arising from this Agreement, you shall be responsible for Audiokite.com's attorneys' fees and costs.

22. Parental or Guardian Permission

Some of the Content on this Website may not be appropriate for children. CHILDREN UNDER THE AGE OF 18 ARE NOT PERMITTED TO USE THIS WEBSITE UNLESS A SUPERVISING PARENT OR GUARDIAN IS PRESENT. INDIVIDUALS UNDER THE AGE OF 18 ARE NOT PERMITTED TO SUBSCRIBE TO OUR FEE-BASED SERVICES OR GIVE AUDIOKITE.COM THEIR EMAIL ADDRESS OR ANY OTHER PERSONALLY IDENTIFIABLE INFORMATION.

23. Privacy. Use of the Website and/or the Service is also governed by our Privacy Policy, located at http://www.audiokite.com/privacy

24. Jurisdiction and Choice of Law; Dispute Resolution. If there is any dispute arising out of the Website and/or the Service, by using the Website and/or Service, you expressly agree that any such dispute shall be governed by the laws of the State of New York, without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the State of New York, for the resolution of any such dispute. Acceptance of the terms and conditions of this Agreement constitutes your consent to be sued in such courts and to accept service of process outside the State of New York with the same force and effect as if such service had been made within the State of New York. You hereby agree to accept service of process for any action hereunder by certified mail return receipt requested which service shall have the same force and effect as though service had been effected by personal service in the applicable jurisdiction. If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions.

25. Arbitration Provision/No Class Action. Except where prohibited by law, as a condition of using the Website and/or Service, you agree that any and all disputes, claims and causes of action (collectively, "Claim") arising out of or connected with the Website and/or Service, shall be resolved individually, without resort to any form of class action, exclusively by binding arbitration under the rules of the American Arbitration Association for full and final settlement of such Claim, and judgment on the award rendered in the arbitration may be entered in any court having jurisdiction thereof. Such arbitration shall be held in accordance with the Rules for Expedited Procedures under the Commercial Arbitration Rules of the American Arbitration Association or other mutually agreeable organization, before a single arbitrator (with knowledge and expertise of copyright law if the claim is all or partially for copyright infringement), selected by agreement of both parties or by an independent mediator (with knowledge and expertise of copyright law if the claim is all or partially for copyright infringement) if the parties are unable to agree. The parties shall split the arbitration and/or mediator costs. An award rendered by the arbitrator(s) may be entered and confirmed by the courts of the State of New York, County of New York, or the United States District Court for the Southern District of New York. The parties agree that any post-arbitration action seeking to enforce an arbitration award or action seeking equitable or injunctive relief shall be brought exclusively in the courts of the State of New York, County of New York, or the United States District Court for the Southern District of New York.

26. No Third Party Beneficiaries. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement.

27. Availability Outside the U.S.

If you access Audiokite.com from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. If you access the Website from outside of the United States, you acknowledge that any personal information you provide will be processed in the United States and other geographies as selected by us in our sole discretion, and you hereby consent to the collection and processing of your personal information in a manner consistent with this Agreement and the Privacy Policy.

28. Entire Agreement

This Agreement contains the entire agreement between you and Audiokite.com regarding the use of the Website and/or the Service.

29. Severability; Waiver

If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. In addition, Audiokite.com's failure to enforce any term of this Agreement shall not be deemed as a waiver of such term or otherwise affect Audiokite.com's ability to enforce such term at any point in the future.

30. Headings

The section headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

Please contact us with any questions regarding this agreement. Audiokite is a trademark of Audiokite.com

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.