Audioo Terms of Use

This document outlines your rights and responsibilities as a user of the Audioo service provided via the audioo.com domain name and technologies incorporating the audioo.com content elsewhere. This agreement (later referred to as “Agreement”) is a legal agreement between you, either an individual or a single entity or your qualified legal representative (“You”), and Audioo, Inc. This document describes the terms and conditions that cover the use of the Audioo service (“Service”) and the Audioo website (“Website”), available at http://www.audioo.com and http://audioo.com.

By using or visiting this website (collectively, including all User Submitted Content available through the audioo.com domain name) or registering for this service, you represent and warrant that you have read, understand, and have the legal capacity to, and hereby accept all the terms and conditions of this Agreement, and agree to be legally bound by this Agreement.

Audioo does not knowingly collect, solicit or maintain personally identifiable information or non-personally identifiable information on its site from persons under 13 years of age, and no part of our site is directed to persons under 13.  No one under age 13 is allowed to use the site or provide any personal information to or on our site. If you are under 13 years of age, then please do not send any information about yourself to us, or register for, use, or access the site at any time or in any manner. If you believe that we might have any information from or about a child under 13, please contact us at info@audioo.com.

If you are between the age of 13 and 18, you must obtain permission from your parent or guardian to use Audioo, and you must have a parent assist in the completion of registration. In addition, if you are between the age of 13 and 18, you must affirm that you possess legal parental or guardian consent to use the Website and Service, and must affirm that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with the Agreement.

Registration for the Service

Upon registering for the Service, you receive a username and a password which are necessary for accessing your member area at the Website. When creating your account, you must provide accurate and complete information. Please note that Audioo may choose to disallow or remove a particular username at its sole discretion.

You may never use another’s account without that account’s owner’s permission. You are responsible for activity that occurs on your account and for maintaining the confidentiality of your password and account, which may not be shared with others. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to immediately notify Audioo of any unauthorized use of your account or any other breach of security known to you.

Although Audioo will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Audioo or others due to such unauthorized use.

Audioo’s Intellectual Property Rights

All content (with the exception of User Submitted Content defined below) of the Audioo Website and Service including but not limited to design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement (“Content”) are: Copyright © 2008 Audioo, and / or the proprietary property of its suppliers, affiliates, or licensors. Content may not be reproduced, modified, be subject to creating derivative works from, displayed, performed, published, distributed, disseminated, broadcast or circulated to any third party (including, but not limited to, the display and distribution of the material via third party websites or other networked computer environment) without the express prior written consent of Audioo and / or its suppliers, affiliates, or licensors. All rights reserved.

Audioo, Audioo.com, and the Audioo logo are, without limitation, trademarks, service marks or registered trademarks of Audioo, and may not be copied, imitated, or used, in whole or in part, without Audioo›s prior written permission or that of our suppliers or licensors. Other product and company names may be trade or service marks of their respective owners.

Audioo may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter in its Website and / or Service. Unless we have granted you licenses to our intellectual property in this Agreement, our providing you with such Web pages does not give you any license to our intellectual property. Any rights not expressly granted herein are reserved.

User Submitted Content

Audioo does not claim any ownership rights in any information, materials, data, files, concepts, communications, footage, ideas, opinions, and other materials (“User Submitted Content”) you post, store, or exchange through the Audioo Website or Service; User Submitted Content is the sole responsibility of the person from which such User Submitted Content originated. This means that you, and not Audioo, are entirely responsible for all User Submitted Content that you upload, post, email, transmit or otherwise make available through the Website or Service. To the extent that Audioo provides you with an opportunity to post, store and exchange User Submitted Content, you agree to and hereby do grant, and you represent and warrant that you have the right to grant, Audioo, its contractors, and the users of the Audioo Website an irrevocable, perpetual, non-exclusive, royalty-free, fully sublicensable, fully paid up, worldwide license to use, copy, publicly perform, digitally perform, publicly display, and distribute such content and to prepare derivative works of, or incorporate into other works, such User Submitted Content on the Audioo Website or Service. This license does not grant Audioo the right to sell User Submitted Content or otherwise distribute it outside of Audioo’s Website or Service; provided, however that streaming of content on third party Web sites via embedded widgets shall not be deemed a distribution outside of Audioo’s Website or Service.

User Submitted Content posted by users and other non-Audioo contributors are generally not reviewed by Audioo. Accordingly, Audioo does not guarantee the accuracy, integrity or quality of such User Submitted Content. Audioo will have the right, but not the obligation, to reject, refuse to post, or otherwise monitor all content displayed by users, and may remove or require users to remove all content that Audioo, in its sole discretion, deems to be (a) inconsistent with Audioo’s strategic mission and vision (including but not limited to content that contains undesirable images of or links or references to tobacco and alcohol products, profanity, pornography, violence, or discrimination of any sort) and / or this Agreement; or (b) possibly in violation of applicable law. In addition, Audioo has the right to remove any content if Audioo has reason to believe that displaying such content may infringe the rights of a third party or subject Audioo to expense or liability.

DMCA compliance and requests

If you believe that your work, including music content, has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify Audioo’s agent for notice of claims of copyright or other intellectual property infringement ("Agent"), at violations@audioo.com, or Audioo, Inc. 301 Second Street Suite 1000 Manhattan Beach, CA 90266 Fax: (310) 765–4764.

Please provide our Agent with the following Notice:

  1. Identify the copyrighted work or other intellectual property that you claim has been infringed;
  2. Identify the material on the Audioo Website that you claim is infringing, with enough detail so that we may locate it on the service;
  3. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  4. A statement by you declaring under penalty of perjury that (a) the above information in your Notice is accurate, and (b) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner;
  5. Your address, telephone number, and email address; and
  6. Your physical or electronic signature.

Please also notify us at info@audioo.com of any content that you believe might violate applicable law or your intellectual property rights or contain undesirable images of or links or references to tobacco and alcohol products, profanity, pornography, violence, prejudicial content, or content that is obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable.

Audioo reserves the right, in its sole discretion, to determine whether and what action to take in response to each such notification, and any action or inaction in a particular instance will not dictate or limit Audioo’s response to a future complaint. You acknowledge and agree that Audioo will not assume or have any liability for any action or inaction by Audioo with respect to any User Submitted Content.

Copyrights, Trademarks, Patents and Intellectual Property Rights on User Submitted Content

You acknowledge that User Submitted Content transmitted on or through the Network may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Audioo respects copyright law and expects you to do the same. User Submitted Content identified as belonging to a third party can be transmitted on the Website or Service so long as you obtain permission first and the ownership and rights are clearly indicated.

You must not upload or present any media or content in which you do not have the appropriate rights to do so. You may be in violation of copyright laws if you do not have the appropriate rights to the media or content you upload or present on Audioo. Audioo will not tolerate known infringements or misbehavior by its users. It is Audioo’s policy to terminate the accounts of known repeat infringers.

In addition, unauthorized copying, distribution, modification, public display, or public performance of copyrighted works may be an infringement of the copyright holders’ rights. You may not copy, reproduce, distribute, or create derivative works without being authorized to do so by law or by the copyright holder.

If you believe that your work, including music content, has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify Audioo by e-mail to info@audioo.com or in any other way listed at About page which you find appropriate. Please make sure your notice includes the following identifications:

  1. Identity of the copyrighted work or other intellectual property that you claim to have been infringed;
  2. Identity of the material on the Audioo Website or Service that you claim to be infringing, with enough detail so that we may locate it on the service (usually, the URL is enough);
  3. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  4. A statement by you declaring under penalty of perjury that (a) the above information in your Notice is accurate, and (b) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner;
  5. Your address, telephone number, and email address; and
  6. Your physical or electronic signature.

Audioo’s responsibility is to forward this information to the alleged infringer and take further action Audioo staff will find appropriate towards removing the infringing content from the Audioo Website or Service.

Standards of Conduct

We reserve the right to terminate an account when the user’s expression infringes on Audioo’s or other users’ rights, including intellectual property and privacy rights. We may also limit the conduct of users that users find objectionable. Without limitation, Audioo reserves the right to terminate your access to and use of the Website or Service if, in our view, your conduct fails to meet any of the following guidelines or other guidelines that may be provided on the Audioo Website from time to time:

  1. You will not use Audioo for any activity that violates applicable federal, state, local or international law, or for any unlawful purpose.
  2. You will not use Audioo for any activity that constitutes harassment.
  3. You will not attempt to interfere with any other person’s use of the Website or Service.
  4. You will not use any other user’s personal data for purposes other than establishing contact that is reasonably expected to be welcomed by such other user.
  5. You will not misrepresent their identity or impersonate any person, whether celebrities, political figures, cartoon characters, or otherwise.
  6. You will not create a false or misleading identity of, or falsely state or otherwise misrepresent, your affiliation with, a person or entity.
  7. Unless otherwise authorized, You will not hold yourself out as sponsored by, endorsed by, or affiliated with Audioo.
  8. You will not use the Website or Service for uploading, posting, emailing, transmitting, disseminating, or otherwise making available junk mail, spam, chain letters, pyramid schemes, unsolicited or unauthorized commercial advertisements or promotional materials, or any other form of commercial solicitation.
  9. You will not use the Website or Service to collect or harvest personally identifiable information, including account names.
  10. You will not use the Website or Service for uploading, posting, emailing, transmitting or otherwise making available messages, files, or other material, including profiles, that infringes any patent, trademark, trade secret, copyright, right of publicity, or other proprietary rights of any party.
  11. You will not use the Website or Service for uploading, posting, emailing, transmitting or otherwise making available messages, files, or other material, including profiles, that are harmful, threatening, abusive, vulgar, obscene, defamatory, libelous, hateful, or racially, ethnically or otherwise objectionable.
  12. You will not use the Website or Service for uploading, posting, emailing, transmitting or otherwise making available messages, files, or other material, including profiles, that are harmful to minors in any way.
  13. You will not use the Website or Service for uploading, posting, emailing, transmitting or otherwise making available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
  14. You will not attempt to gain unauthorized access to Audioo’s database or other computer systems or to circumvent, disable or otherwise interefere with security-related features on the Website or features that prevent or restrict use or copying of any User Submitted Content.
  15. You will not reformat or frame any portion of the Web pages that are part of the Website.
  16. You will not use Audioo for any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Website or the Service.
  17. You will not use the Website or Service or any information contained within for commercial gain. However, Audioo reserves the right to allow particular users to use the Website or Service for commercial purposes pursuant to a separate written agreement.

All judgments concerning the applicability of these guidelines will be at the sole and exclusive discretion of Audioo.

Violations of Agreement

You may report violations of the Audioo standards of conduct, improper account use, identity theft, and all other violations of the terms of this Agreement, to info@audioo.com. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

Representations and Warranties

By completing the membership registration process, you are representing and warranting that:

  1. You are over the age of majority and can form a legally binding contract under applicable law.
  2. You have provided true, accurate, current and complete information about yourself as prompted in the registration process.
  3. You are not using the Website or Servicefor any improper or illegal purpose, and that you will act in good faith in your relationships with Audioo and other users and will abide by the rules set forth by Audioo or the community.

Third Party Content, Websites, and Services

The Website and/or Service contain features and functionalities that may link you or provide you with certain functionality and access to third party content, including Web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. We may also provide some content to you as part of the Website and / or Service. We are not responsible for any third party content you access with the Website and / or Service, and you irrevocably waive any claim against us with respect to such sites and third-party content. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You are solely responsible for your dealings with any third party related to the Website and / or Service, including the delivery of and payment for goods and services.

Privacy and Security

Audioo has established a Privacy Policy, explaining to its users how their information is collected and used. You can read the Privacy Policy.

Your use of the Website and / or Service signifies acknowledgment of and agreement to Audioo’s Privacy Policy. You further acknowledge and agree that Audioo may disclose your personal information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to comply with legal process, enforce this Agreement, or to protect the rights, property, or personal safety of Audioo, its employees, users and third parties, and the public, or as otherwise described in the Privacy Policy.

Users are solely responsible for the privacy of their own User Submitted Content. The Website and Service are designed for users to use privacy settings to determine the visibility of data throughout the Service, and to limit its spread to other systems.

Audioo uses industry standard security measures to protect the loss, misuse and alteration of the information you provide. Although we make good faith efforts to store the non-public information provided by members in a secure operating environment that is not available to the public and to honor your privacy settings, we cannot guarantee complete security. Further, while we make every effort to ensure the integrity and security of our systems, we cannot guarantee that our security measures will prevent third-party malefactors from illegally accessing your private User Submitted Content or personal information.

Disputes

If there is a dispute between users or between users and any third party, you understand and agree that Audioo is under no obligation to become involved. In the event that you have such a dispute, you hereby release Audioo, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or our service. If you are a California resident, you waive California Civil Code Section 1542, which says "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

Indemnification

You agree to indemnify and hold Audioo, its subsidiaries, affiliates, successors, assigns, directors, officers, agents, employees, service providers, and suppliers harmless from any dispute arising from or in any way related to your use of the Website or Service, or from a breach of terms of this Agreement or your representations and warranties. You agree to hold Audioo harmless from any claims and expenses, including reasonable attorney’s fees and court costs, related to your violation of this Agreement.

Disclaimer of Warranty

Audioo intends for the information contained on its Website and Service to be accurate and reliable; however, errors sometimes may occur. In addition, Audioo may make changes and improvements to the information provided herein at any time.

AUDIOO PROVIDES THE SITE AND SOFTWARE TO YOU "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, STATUTORY, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. YOU AGREE THAT USE OF THE SITE AND SERVICE IS ENTIRELY AT YOUR OWN RISK. ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, AUDIOO DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE SITE OR SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, AUDIOO DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SITE OR SERVICE, OR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY OTHER MEMBER. TO THE FULLEST EXTENT PERMITTED BY LAW, AUDIOO DISCLAIMS ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH THE SERVICE OR SITE.

Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.

Limitation of Liability

UNDER NO CIRCUMSTANCES WILL AUDIOO BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF AUDIOO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ON ACCOUNT OF MEMBER’s USE OR MISUSE OF THE SITE. SOFTWARE OR NETWORK, OR FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY OTHER MEMBER, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THE SITE OR SERVICE, FROM INABILITY TO USE THE SITE OR SERVICE, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE SITE OR SERVICE. SUCH LIMITATION WILL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE SITE OR SERVICE, ANY INTERACTIONS BETWEEN MEMBERS, WHETHER ONLINE OR OFFLINE, OR FOR DAMAGES INCURRED BY YOUR BREACH OF THIS AGREEMENT. THESE LIMITATIONS WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY, AUDIO0'S DAMAGES, IF ANY, TO YOU SHALL BE LIMITED TO THE AMOUNT, IF ANY, PAID BY YOU TO AUDIOO FOR SERVICES HEREUNDER.

In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, the foregoing limitation may not apply to you.

Term and Termination

The term of this Agreement will commence when you register for the Service and will continue thereafter until terminated by either party. However, if you fail to fulfill any of your material obligations under this Agreement, this Agreement and all licenses and rights granted to you under this Agreement will terminate immediately, and you agree that you will promptly discontinue use of the Website and Service.

You agree that Audioo, in its sole discretion, has the right (but not the obligation) to delete or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the Service (or any part thereof), immediately and without notice, and remove and discard any User Submitted Content within the Service, for any reason, including, without limitation, if Audioo believes that you have acted inconsistently with the letter or spirit of this Agreement. Further, you agree that Audioo will not be liable to you or any third-party for any termination of your access to the Service. Further, you agree not to attempt to access or use the Website or Service after said termination. Sections 5-11 will survive termination of this Agreement.

Modifications

Audioo reserves the right to modify or amend this Agreement at any time, for any reason, or for no reason at all, at Audioo’s sole discretion. The most up to date version of this Agreement will be posted on the Audioo Website at: /terms.php As a user it is your sole responsibility to keep yourself apprised of any such modifications or amendments. Modifications will become effective immediately upon the posting thereof. Therefore, we encourage you to check the date of our Terms of Use whenever you visit the Website to check if they have been updated. You must review this Agreement on a regular basis to keep yourself apprised of any changes. You acknowledge that Audioo reserves the right at any time to modify or discontinue the Website or Service (or any features or parts thereof) with or without notice and that Audioo will not be liable to you or to any third party for any such modification, suspension or discontinuance. Should you object to any terms and conditions of the Agreement or any subsequent modifications to the Agreement, the Service or the Website or become dissatisfied with Audioo in any way, your only recourse is to immediately: (1) discontinue use of the Website and Service; (2) terminate your registration; and (3) notify Audioo of termination.

Your continued use of the Website or Service following the posting of modifications will constitute your acceptance of the revised Terms of Use.

General

This Agreement constitutes the entire agreement between you and Audioo and governs your use of the Website or Service, superseding any prior agreements between you and Audioo. This Agreement will be governed by the laws of the State of California, without giving effect to its conflict of laws provisions. Any claim or controversy in any way arising out of or relating to these Terms of Use will be filed in a court of competent jurisdiction sitting in Los Angeles County, California. Both parties consent to exclusive jurisdiction in that county. The failure of Audioo to exercise or enforce any right or provision of the Agreement will not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Audioo may give notice to you by email, a posting on our Website, or other reasonable means. You must give notice to Audioo in writing via email or as otherwise expressly provided by Audioo. Audioo may broadcast, distribute or display notices or messages on the Website or through the Service to inform you of changes to Audioo, the Website or Service, or other matters of importance; such broadcast, distributions or displays will constitute notice to you.


In brief

Please do not violate copyright regulations, and your audioo experience will be comfortable and pleasant.