AUDOIR, LLC TERMS OF USE

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These Terms of Use (“Terms”) apply to your access to and use of the websites and applications including SAM (collectively, our “Services”) provided by Audoir, LLC (“Audoir” or “we”). By using our Services, you agree to these Terms. If you do not agree to these Terms, you may not use our Services.

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Please refer to our Privacy Policy for information about how we collect, use and disclose information about you.
 

Limited License

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The generated music is licensed under a Creative Commons Attribution-NonCommercial 4.0 International License.

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Our Services are owned by or licensed to Audoir and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, Audoir reserve all rights in and to our Services. You are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to use our Services for your own personal use; however, such license is subject to these Terms and does not include any right to (a) sell, resell or commercially use our Services; (b) copy, reproduce, distribute, publicly perform or publicly display the Services, except as expressly permitted by us or our licensors; (c) modify the Services, remove any proprietary rights notices or markings, or otherwise make any derivative uses of our Services; (d) reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services; or (e) use our Services other than for their intended purposes. Any use of our Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein.

 

Community Guidelines

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You are solely responsible for your conduct while accessing or using our Services, and you will not:

• Violate any applicable law, contract, intellectual property or other third-party right or commit a tort

• Use our Services in any manner that could interfere with, disrupt, spam, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;

• Attempt to circumvent any content-filtering techniques we employ or attempt to access or tamper with any feature, content or area of our Services that you are not authorized to access, which includes any attempt to probe, scan, or test the vulnerability of any system or network, or breach or circumvent any security or authentication measures;

• Develop or use any applications that interact with our Services without our prior written consent;

• Use any data mining, scraping, robots or similar data gathering or extraction methods

• Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

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Third-Party Content

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In addition to User Content, Audoir may provide third-party content on our Services and may provide links to web pages and content of third parties (collectively, the “Third-Party Content”).  Audoir does not endorse or adopt any Third-Party Content and can make no guarantee as to its accuracy or completeness. Audoir does not create, update, or monitor Third-Party Content and is not responsible for any Third-Party Content.  You are responsible for deciding if you want to access or use Third-Party Content or applications that link from our Services.  Your correspondence or business dealings with, or participation in promotions of, or advertisers found on or through our Services are solely between you and such advertiser.  Access and use of such Third-Party Content, including the information, materials, products, and services on or available through any third party sites is solely at your own risk.

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Feedback

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You may submit questions, comments, suggestions, ideas, original or creative materials or other information about Audoir or our products or Services (collectively, “Feedback”).  We reserve the right to incorporate Feedback in our products and Services and otherwise use and fully exploit Feedback for any purpose, without acknowledgment or compensation to you.

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Indemnification

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To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Audoir and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “Audoir Parties”) from and against any loss, liability, claim, demand, damages, expenses or costs (“Claims“) arising out of or related to: (a) your access to or use of our Services; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with our Services. You will promptly notify the indemnified Audoir Parties of any Claim, cooperate with the indemnified Audoir Parties in defending the Claim and pay all fees, costs and expenses associated with defending the Claim (including, but not limited to, attorneys’ fees).  The indemnified Audoir Parties will have right to retain sole control of the defense or settlement of any Claim (at your expense). This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Audoir or the other Audoir Parties.

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Disclaimers

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(a) We do not control, endorse or take responsibility for any User Content or Third-Party Content available on or linked to by our Services.

 

(b) Your use of our Services is at your sole risk. Our Services are provided “as is” and “as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Audoir does not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While Audoir attempts to make your access to and use of our Services safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services.

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Limitation of Liability

 

(a) Audoir Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, warranty, or otherwise—for any indirect, consequential, incidental, special damages or lost profits arising out of or in any way related to these Terms or our Services, even if Audoir or the other Audoir Parties have been advised of the possibility of such damages

 

(b) The total liability of Audoir Parties, for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the greater of $100 or the amounts paid by you to Audoir via the Services in the 6 months prior to the claim.

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(C) The limitations set forth in this section will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of Audoir Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

 

Release

 

To the fullest extent permitted by applicable law, you release Audoir Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

 

Transfer and Processing Data

 

By accessing or using our Services, you consent to the processing, transfer and storage of information about you in and to the United States and other countries, where you may not have the same rights and protections as you do under local law.

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Dispute Resolution; Binding Arbitration

 

This Section only applies to you if you are a resident of the United States or if you commence any action against Audoir in the United States.

 

Except for small claims disputes in which you or Audoir seek to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Audoir seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Audoir waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, all disputes arising out of or relating to these Terms or our Services will be resolved through confidential binding arbitration held in San Mateo County, California in accordance with the Streamlined Arbitration Rules and Procedures (“Rules“) of the Judicial Arbitration and Mediation Services (“JAMS“), which are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.

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You and Audoir agree that any dispute arising out of or related to these Terms or our Services is personal to you and Audoir and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding.

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You and Audoir agree that these Terms affect interstate commerce and that the enforceability of this Section will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA“), to the maximum extent permitted by applicable law.   As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. You and Audoir agree that for any arbitration you initiate, the party filing the claim will pay the filing fee and the parties will split the remaining JAMS fees and costs.  You and Audoir agree that the state or federal courts of the State of California and the United States sitting in San Mateo County, California have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

 

Any claim arising out of or related to these Terms or our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and Audoir will not have the right to assert the claim.

 

You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section by emailing info@audoir.com. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with the next Section.

 

Governing Law and Venue

 

These Terms and your access to and use of our Services will be governed by and construed and enforced in accordance with the laws of California, without regard to conflict of law rules or principles (whether of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of California and the United States, respectively, sitting in San Mateo County, California. 

 

Termination or Suspension

 

We reserve the right, without notice and in our sole discretion, to terminate or suspend your right to access or use our Services or to discontinue all or a part of the Services. We are not responsible for any loss or harm related to your inability to access or use our Services.

 

Miscellaneous

 

If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. These Terms constitute the entire agreement between you and Audoir relating to your access to and use of our Services. The failure of Audoir to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity. All of your transactions and communications with us may, at our option, be conducted electronically.

 

Changes to Terms

 

We may make changes to these Terms from time to time.  If we make changes, we will provide notice of such changes, such as by sending an email notification, providing notice through our Services, or posting the amended Terms to our Services and updating the “Last Updated” date above. Unless we say otherwise in our notice, the amended Terms will be effective immediately and your continued access to and use of our Services after we provide notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using our Services.

 

Contact

 

If you have any questions or concerns regarding the Services or these Terms, please contact Audoir at info@audoir.com

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END OF TERMS OF USE