PLEASE READ THESE TERMS OF SERVICES (“TERMS”) CAREFULLY. Revenue.fm, Inc., a Delaware corporation (together with our affiliates, “Sounder”, “Company” “we”, or “us”) provides a podcast management platform, including proprietary online services, the website located at: https://sounder.fm (the “Site”), and other software and applications (collectively, the “Sounder Platform”), that provides to podcasters audio management, transcription, in audio search and other services (together with the Sounder Platform, the “Services”).
THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SERVICES. BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, BROWSING THE SITE, AND/OR USING THE SOUNDER PLATFORM OR SERVICES, YOU (“USER” OR “YOU”) ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOU MAY NOT ACCESS OR USE THE SITE OR SERVICES OR ACCEPT THESE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE SERVICES
IF YOU SUBSCRIBE TO THE SERVICES FOR A TERM (THE “INITIAL TERM”), THEN YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION OF THE INITIAL TERM AT SOUNDER’S THEN-CURRENT SUBSCRIPTION FEE FOR YOUR SELECTED TIER UNLESS YOU OPT-OUT OF THE AUTO-RENEWAL IN ACCORDANCE WITH SECTION 6.5 BELOW.
PLEASE BE AWARE THAT SECTION 13.1 OF THESE TERMS, BELOW, CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THESE TERMS. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIM
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE SERVICES WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THESE TERMS.
In addition to these Terms, you may also be required to become a party to other agreements, including (i) our API Agreement located at https://sounder.fm/legal/terms/api-agreement, and (ii) certain other agreements that may be presented to you with respect to other elements of our service (each of which are a “Separate Agreement”). If there is any conflict between the terms of a Separate Agreement and these Terms, then the Separate Agreement will control with respect to the subject matter of such Separate Agreement.
PLEASE NOTE THAT THESE TERMS ARE SUBJECT TO CHANGE BY COMPANY IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Company will make a new copy of these Terms available at https://sounder.fm/terms-of-service. We will also update the “Last Updated” date at the top of these Terms. If we make any material changes, and you have registered with us to create an Account (defined below) we will also send an e-mail to you at the last e-mail address you provided to us pursuant to these Terms. Any changes to these Terms will be effective immediately for new users of the Services and will be effective thirty (30) days after posting notice of such changes on the Site for existing users, provided that any material changes will be effective for users who have an Account with us upon the earlier of thirty (30) days after posting notice of such changes on the Site or thirty (30) days after dispatch of an e-mail notice of such changes to existing users. Company may require you to provide consent to the updated Terms in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you will stop using the Site and/or the Services. Otherwise, your continued use of the Site and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS. You should print a copy of these terms or save them to your computer for future reference.
- 1. Accounts and Services
- 1.1 Account Creation. To use the Services, you must register for an account (“Account”) on the Site and provide certain information about yourself as prompted by the account registration form. In creating an Account, we ask that you provide complete and accurate information about yourself. You represent and warrant that: (a) all required registration information you submit is truthful and accurate and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by emailing email@example.com. Company may suspend or terminate your Account in accordance with Section 11
- 1.2 Linking Google Account. You may link your Account with your Google account. By linking your Account with a Google account, you are allowing Sounder to access your Google account information and you are agreeing to abide by the applicable Google and YouTube terms and conditions in your use of the Services via your Google account. You have the option to disable the connection between your Account and your Google account at any time by accessing your Google account and disconnecting access to the Services.
- 1.3 Page Owners. Subject to Section 1.4 below, a user who registers for an Account is a “Page Owner” and will be the person who is authorized to use any corresponding Account we may provide to the Page Owner in connection with the Services. If you are signing up for the Services on behalf of your employer, your employer will be the Page Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to these Terms. Your Sounder Page can only be associated with one Page Owner. A Page Owner may have multiple Sounder Pages. “Page” means the online podcast page associated with the Account.
- 1.4 Staff Accounts. Based on your Sounder pricing plan, you can create one or more staff accounts (“Staff Accounts”) allowing other people to access the Account. With Staff Accounts, the Page Owner can set permissions and let other people work in their Account while determining the level of access by Staff Accounts to specific business information. The Page Owner is responsible and liable for the acts, omissions and defaults arising from use of Staff Accounts in the performance of obligations under these Terms as if they were the Store Owner’s own acts, omissions, or defaults. The Page Owner and the users under Staff Accounts are each referred to as a “user”.
- 1.5 Pages. You are responsible for all Pages created under your Account, including any agreements and/or policies between you and users of your Page(s) (“Page Users”) and your Page’s compliance with all applicable laws, rules and regulations. You can remove your Page(s) at any time by terminating your Account.
- 1.6 Domain Names. We may allow you, through the Services, to create a subdomain under the Sounder.fm domain and/or purchase a domain name through which to make available your Page(s). Any hosting of a subdomain or domain by Sounder will be subject to your selecting the appropriate subscription tier for the Services and the payment by you of the applicable subscription fees. Upon purchasing a domain name through Sounder, domain registration will be preset to automatically renew each year so long as your Account remains active. You acknowledge that it is your sole responsibility to deactivate the auto-renewal function should you choose to do so. If you purchased a domain name through the Services, upon termination of your Account your domain will no longer be automatically renewed. Following termination, it will be your sole responsibility to handle all matters related to your domain with the domain provider. You will not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Sounder trademarks and/or variations and misspellings thereof.
- 1.7 Account Responsibilities. You confirm that you are receiving any Services provided by Sounder for your personal and/or business use. You are responsible for all activities that occur under your Account. You are responsible for keeping your password secure. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements or your failure to maintain the security of your Account and password.
- 1.8 Non-Exclusive. We reserve the right to provide the Services to your competitors and make no promise of exclusivity in any particular market segment.
- 2. Access to the Services
- 2.1 Grant of Rights. Subject to these Terms, Company grants you a non-transferable, non-exclusive, revocable, limited right to access the Site to use the features and functionality of the Services, in each case solely for your own personal or business purposes.
- 2.2 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you will not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, whether in whole or in part, or any content displayed on the Service; (b) you will not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Service; (c) you will not access the Services in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Services will be subject to these Terms. All copyright and other proprietary notices on the Services (or on any content displayed on the Service) must be retained on all copies thereof.
- 2.3 Modification. Company reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.
- 2.4 Ownership. Excluding any User Content that you may provide (defined in Section 4.1 below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services and its content are owned by Company or Company’s suppliers. Neither these Terms (nor your access to the Services) transfers to you or any third party any rights, title, or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. Company and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms
- 3. Privacy and Confidentiality
- 3.2 Confidentiality. “Confidential Information” will include, but will not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Sounder’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practice. Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms and in accordance with any other obligations in these Terms including this Section 3.2. Each party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (a) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each will treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (b) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving party can prove: (i) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (ii) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms; or (iii) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms.
- 4. User Content
- 4.1 User Content. You are solely responsible for all content such as podcasts, media properties, photos, messages, images, videos, graphics, written content, files, log files, advertisements, code, information, or data uploaded, collected, generated, posted, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account or your Page, whether by Page Owners, Staff Account Users, or Page Users (“User Content”). You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 4.4). You may not represent or imply to others that your User Content is in any way provided, sponsored, or endorsed by Company. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Company is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
- 4.2 License to User Content. We do not claim any intellectual property rights over the User Content. All User Content you upload remains yours. Except for the rights granted in this Section 4.2, Sounder is not acquiring any right, title, or interest in or to your User Content. You can remove the User Content from your Page(s) at any time by deleting such User Content or deleting your Account. You hereby grant (and you represent and warrant that you have the right to grant) to Sounder a nonexclusive, royalty-free and fully paid, worldwide license to use, edit, modify, aggregate, reproduce, distribute, display, and perform the User Content, and to grant sublicenses of the foregoing rights, in connection with the operation of the Services, the promotion, advertising, or marketing of the Services, and the operation of Sounder’s business. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. As it relates to distribution of your podcast to third-parties, Sounder has no direct control over the third-party selection or approval process and makes no warranties with regard to the submission of User Content for distribution.
- 4.3 Other Rights. You hereby grant to Sounder the right to allow the Services to use the processor, bandwidth, and storage hardware on your device in order to facilitate the operation of the Services. You represent and warrant that you own or control all device(s) used in connection with your use of the Services and that you can grant the rights in this Section 4.3. You acknowledge and agree that Sounder will have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your Page to host the page and to promote the Services
- 4.4 Acceptable Use Policy.
- (a) You agree not to use the Services to collect, upload, transmit, display, or distribute any User Content (i) that infringes, violates, or misappropriates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, literary, right of publicity, or any other intellectual property, personal, property, or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
- (b) In addition, you agree not to: (i) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) use the Services to harvest, collect, gather or assemble information or data regarding other users, including email addresses, without their consent; (iii) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (iv) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Service), whether through password mining or any other means; (v) harass or interfere with any other user’s use and enjoyment of the Services; or (v) use software or automated agents or scripts to produce multiple accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
- 4.5 Distributing to YouTube. If you link your Google account to your Account, you may automatically distribute your User Content (e.g., Podcasts) to YouTube websites, applications, services, or products. By uploading your User Content to YouTube websites, applications, services, or products, you certify that the User Content you are uploading complies with the YouTube Terms of Service (including the YouTube Community Guidelines) https://www.youtube.com/t/terms or http://m.youtube.com/terms. Please be sure not to violate others' copyright or privacy rights. If you upload content to YouTube websites, applications, services, or products that is Made for Kids, then you must immediately go to YouTube on desktop to declare you content as Made for Kids.
- 4.6 Distributing User Content. The Services may permit you to export User Content, including links to videos created via the Services, including by sharing to social networking services. You are solely responsible for your distribution of such exports or links and for compliance with the terms of any third-party websites, applications, services, or products through which you distribute such exports and links.
- 4.7 Removal, Take Down and Enforcement. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 11, and/or reporting you to law enforcement authorities. Without limiting the foregoing, we reserve the right to take your Page(s) offline if we in our sole discretion determine that the subdomain or domain name for your Page violates any trademark or any intellectual property or right of any person.
- 4.8 Feedback. You hereby grant to Company a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback you provide relating to the Services (“Feedback”). Company will treat any Feedback you provide to Company as non-confidential and non-proprietary. You agree that you will not submit to Company any information or ideas that you consider to be confidential or proprietary.
- 5. Ads Services If you are a Page Owner and utilize any of the Services offered via the Sounder Platform that enable the monetization of your Podcast Content (the “Ads Services”), then this Section 5 applies to such Ads Services. Your “Podcast Content” means the User Content, such as the online and mobile digital audio inventory, that you or your Page Users post, publish, display, store or transit in connection with the Ads Services or to be monetized in connection therewith.
- 5.1 Acceptable Use Policy. You will comply with the then-current Triton acceptable use policy, which is reproduced and maintained at the following URL address: http://www.tritondigital.com/acceptable-use-policy (the “Acceptable Use Policy”), and which is hereby incorporated by reference as part of these Terms. Sounder will use reasonably efforts to notify you of any material changes to the Acceptable Use Policy. Your use of Ads Services may be modified or suspended in the event of your illegal use of the Ads Services, including any failure to comply with any material requirements of the Acceptable Use Policy, or as necessary to comply with any law or regulation. Suspension may be immediate and may have a fixed or indefinite duration. Where possible, Sounder shall provide prior notice to you of any such suspension.
- 5.2 Minimum System Requirements. You will comply with the latest version of the Triton minimum service requirements set forth at the following URL address: https://userguides.tritondigital.com/spc/streq/overview.html, and which are hereby incorporated by reference as part of these Terms, and any other reasonable service requirement communicated to you in writing by Sounder in advance (provided that you shall have a reasonable amount of time to comply with any additional requirements) (collectively, the “Minimum Service Requirements”). Sounder will use reasonably efforts to notify you of any material changes to the Acceptable Use Policy. You shall promptly and accurately implement any update to the Ads Services within thirty (30) days from Sounder’s notification of any such update. You represent and warrant that you will use the Ads Services in compliance with all applicable laws, rules, and regulations.
- 5.3 Ad Fraud. You hereby acknowledge and agree that any method that automates the generation of impressions in connection with the Ads Services is strictly prohibited. As a result, you will not engage in any activity, whether directly or indirectly through a third party supplier, that may automate the generation of impressions including, without limitation, the following activities: (i) generate impressions by starting listening sessions or making on-demand ad requests; (ii) encourage third parties to play the advertisements or use deceptive implementation methods to obtain impressions, this includes, without limitations, offering compensation to Page Users for playing the advertisements; and (iii) use automated tools or traffic sources, robots, or other deceptive software (collectively, “Ad Fraud Activities”). In the event any Ad Fraud Activities through your use of the Ads Services are reasonably suspected, your use of the Ads Services may be immediately suspended or disabled for an indefinite duration. Where possible, Sounder shall provide notice to you prior to any such suspension.
- 5.4 Payment of Net Advertising Revenue. Subject to the terms and conditions of these Terms, Sounder will pay to you 60% of Net Advertising Revenue via deposit into your Stripe account. “Net Advertising Revenue” means the net amount of advertising revenue actually received by Sounder from the monetization of your Podcast Content in connection with the Ads Services less any third-party advertising technology fees and any taxes that Sounder is responsible to withhold for the transaction giving rise to such advertising revenue that are required under a bonafide statute, law, or regulation of a governmental body, agency, or taxation authority with competent jurisdiction. Sounder will pay to you your share of Net Advertising Revenue via deposit into your Stripe account on the fifteenth day of the month following the month in which such Net Advertising Revenue was received by Sounder, provided, however, that amounts under one hundred US dollars ($100) will be held until the earlier of (a) such time as the amounts due equal or exceed one hundred US dollars ($100) and (b) six (6) months after the amounts are due. You must connect your Stripe account to your Account in order to receive your share of Net Advertising Revenue. In the event that you fail to connect your Stripe account to your Account, Sounder reserves the right, with or without notice to you, to terminate your use of and access to the Ads Services. If your Stripe account is not active or not able to receive payouts through the Ads Services, after 365 days, you will forfeit any and all accumulated payouts that have not yet been paid out. Sounder will use reasonable efforts to notify you prior to any such forfeiture. You are solely responsible for the payment of any applicable taxes, duties, etc. based on these your receipt of any Net Revenue hereunder.
- 5.5 Termination. At any time, subject to any campaigns then in effect (which will continue in effect until the end of each such campaign), you may terminate your participation in the Ads Services by providing Sounder thirty (30) days’ prior written notice at firstname.lastname@example.org.
- 5.6 Other Agreements. The provisions of this Section 5 shall not apply to any Ads Services for which you have a separate written agreement in place with Sounder, which such separate agreement will control to such Ads Services.
- 6. Purchase Terms
- 6.1 Payment. You agree to pay all fees or charges to your Account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Prices for our subscriptions are subject to change without notice. You must provide Company or our Payment Processor(s) (as defined below) with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”) as a condition to signing up for the Services. Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement and not these Terms to determine your rights and liabilities. By providing Company or our Payment Processor(s) with your credit card number and associated payment information, you agree that Company and/or our Payment Processor(s) is authorized to immediately invoice your Account for all fees and charges due and payable to Company hereunder and that no additional notice or consent is required. You agree to immediately notify Company and/or our Payment Processor(s) of any change in your billing address or the credit card used for payment hereunder. Company reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Services or by e-mail delivery to you. All fees are, unless otherwise stated, non-refundable and stated in US dollars.
- 6.2 Subscriptions. Users set their subscription via their Account by selecting their desired subscription tier. You may modify your subscription tier or cancel your subscription at any time by logging into your dashboard, selecting settings, and then Plans + Billing.
- 6.3 Automatic Renewal. If you have elected to purchase a paid subscription tier via the Services, your subscription will remain in effect until it is cancelled. After your initial subscription period, and again after any subsequent subscription period, your subscription will be automatically renewed on the first day following the end of such period (each a “Renewal Commencement Date”). And continue for an additional equivalent period, at Sounder’s then-current price for such subscription tier. You agree that your Account will be subject to this automatic renewal feature unless you cancel your subscription at least 1 day prior to the Renewal Commencement Date (or in the event that you receive a notice from Company that your subscription will be automatically renewed, you will have 3 days from the date of the Company notice), by logging into your dashboard, selecting settings, and then Plans + Billing. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, you authorize Company and/or our Payment Processor(s) to charge your Payment Provider now, and again at the beginning of any subsequent subscription period. Upon renewal of your subscription, if Company does not receive payment from your Payment Provider, (a) you agree to pay all amounts due on your Account upon demand, and/or (b) you agree that Company and/or our Payment Processor(s) may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic shipment, your next shipment will be sent and charged in accordance with this Section 6.3).
- 6.4 Taxes. Company’s fees are net of any applicable Sales Tax. If any Services, or payments for any Services, under these Terms are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Company, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Company for any liability or expense we may incur in connection with such Sales Taxes. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this Section 6.4, “Sales Tax” will mean any sales or use tax, and any other tax measured by sales proceeds, that Company is permitted to pass to its customers, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax. You agree to make all payments of fees to Company free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to Company will be your sole responsibility, and you will provide Company with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
- 6.5 Price Changes. Prices for using the Services are subject to change upon 30 days’ notice from Sounder. Such notice may be provided at any time by posting the changes to the Site or the administration menu of your Page via an announcement.
- 6.6 Free Trials and Other Promotions. We may, at our discretion, offer free trials and other promotions for certain users. For example, we may offer students with discounted subscriptions to the Services. Any use of the Services during such free trial or promotional period is subject to these Terms.
- 6.8 Cancellation Period. If you are a consumer, you have a legal right to cancel your subscription until 14 days after the day on which the subscription was entered into. This means that during that period if you change your mind or decide for any other reason that you do not want to continue receiving the Services, you can notify us of your decision to cancel your subscription and receive a refund. To cancel a subscription, you just need to let us know that you have decided to cancel. The easiest way to do this is to email us at email@example.com. If you cancel your subscription, we will refund you the price paid for the subscription
- 7. Indemnification
- You agree to indemnify and hold Company (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Services, (b) your User Content, (c) your violation of these Terms or the Acceptable Use Policy, (d) your violation of applicable laws, rules or regulations, and (e) your Page(s) and/or your Page Users’ use thereof. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
- 8. Third-Party Links, Applications & Ads; Other Users
- 8.1 Third-Party Links, Applications & Ads. The Services may contain links to third-party websites and services, applications and/or display advertisements for third parties (collectively, “Third-Party Links, Applications & Ads”). Such Third-Party Links, Applications & Ads are not under the control of Company, and Company is not responsible for any Third-Party Links, Applications & Ads. Company provides access to these Third-Party Links, Applications & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links, Applications & Ads. You use all Third-Party Links, Applications & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links, Applications & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.
- 8.2 Open-Source Software. Certain software code incorporated into or distributed with the Services may be licensed by third parties under various “open-source” or “public-source” software licenses (such as the GNU General Public License, the GNU Lesser General Public License, the Apache License, the Berkeley Software Distribution License, and the MIT License) (collectively, the “Open Source Software”). Notwithstanding anything to the contrary in these Terms, the Open Source Software is not licensed under Section 2.1 and instead is separately licensed pursuant to the terms and conditions of their respective open-source software licenses. You agree to comply with the terms and conditions of such open-source software license agreements.
- 8.3 Other Users. Each Services user is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding, and you are solely responsible for, the accuracy, currency, suitability, or quality of any User Content.
- 9. Disclaimers
- YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND COMPANY (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF SERVICES WILL BE ACCURATE OR RELIABLE. Except as set forth in Section 10 below, Company will have no liability with respect to any injury, property damage, or death that arises from any activities in connection with your use of the Services, or any advice, information or recommendation contained thereon
- 10. Limitation on Liability
- YOU UNDERSTAND AND AGREE THAT IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, ON ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
- OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) THE FEES, IF ANY, PAID BY YOU TO COMPANY UNDER THIS AGREEMENT IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM, (B) FIFTY US DOLLARS ($50), AND (C) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT
- THE FOREGOING LIMITATIONS ON LIABILITY WILL NOT APPLY TO LIABILITY OF COMPANY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE; FOR (B) ANY INJURY CAUSED BY ITS FRAUD OR FRAUDULENT MISREPRESENTATION; OR (C) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY ENGLISH OR EU LAW.
- THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.
- 11. Term and Termination
- Subject to this Section 11, these Terms will remain in full force and effect while you use the Services. We may suspend or terminate your rights to use the Services (including your Account) at any time for any reason at our sole discretion, including for any use of the Services in violation of these Terms. If you want to terminate the Services provided by Company, you may do so by either logging into your account or sending an email to firstname.lastname@example.org along with your account email. Upon termination of the Services by either party for any reason, (1) your Account and right to access and use the Services will terminate immediately; (2) unless otherwise provided in these Terms, you will not be entitled to any refunds of any fees paid, pro rata or otherwise; (3) any outstanding balance owed to Sounder for your use of the Services through the effective date of such termination will immediately become due and payable in full; and (4) your Page(s) will be taken offline. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. Company will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2.1-2.5, 4 –13.
- 12. Procedure for Making Claims of Copyright Infringement.
- It is Company’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to Company by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on Company Properties of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written 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; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for Company’s Copyright Agent for notice of claims of copyright infringement is as follows: Revenue.fm, Inc., Attn: Copyright Agent, 1153 Bergen Parkway Suite 267, Evergreen, CO 80439, USA.
- 13. General