SOUNDPRINT TERMS & CONDITIONS
Effective Date: May 2nd, 2018
Last Modified: March 3, 2021
THE AGREEMENT: The use of this mobile application, SoundPrint, and any and all of the services on this mobile application and website, provided by SoundPrint LLC (“SoundPrint LLC” or the “Company”), are subject to the following Terms & Conditions Agreement (hereinafter the “Agreement”), all parts and subparts of which are specifically incorporated by reference here. This Agreement shall govern the use of all sections, subsections, pages, and screens on the mobile application (“Mobile Application”) as well as the SoundPrint website (“Website”) (collectively, “SoundPrint”) and any services provided by SoundPrint LLC or on SoundPrint (“Services”).
ARTICLE 1 – DEFINITIONS:
The parties referred to in this Agreement shall be defined as follows:
- a) Company, us, we: SoundPrint LLC, as the creator, operator, and publisher of SoundPrint, makes SoundPrint, and certain Services on it, available to its Users. SoundPrint LLC, Company, us, we, our, ours and other first-person pronouns will refer to SoundPrint LLC, as well as all employees and affiliates of SoundPrint LLC.
- b) You, the User: You, as a User of SoundPrint or as a User of any of the SoundPrint Services, will be referred to throughout this Agreement with second-person pronouns such as you, your, yours, or as User.
- c) Parties: Collectively, the parties to this Agreement (the Company and you) will be referred to as “Parties”.
- d) Venues: “Venues” are those businesses or physical locations that are tagged with sound level submission data through the SoundPrint Services. Venues may not be Users of the SoundPrint Services (though individuals associated with Venues may be Users). Venues include the business’ owners, managers, internal groups or employees acting in a representative capacity. Venues may also include associations and lobbyist groups acting in a representative capacity for specific businesses.
ARTICLE 2 – ASSENT & ACCEPTANCE:
By using SoundPrint, you warrant that you have read and reviewed this Agreement and that you agree to be bound by it. If you do not agree to be bound by this Agreement, please exit the SoundPrint mobile application and cease any use of the SoundPrint Services. The Company only agrees to provide use of SoundPrint and the Services to you if you assent to this Agreement. BY USING SOUNDPRINT, YOU ARE AGREEING THAT ANY DISPUTES BETWEEN YOU AND THE COMPANY WILL BE RESOLVED BY ARBITRATION. SUCH ARBITRATION WILL BE BINDING. YOU ARE HEREBY WAIVING YOUR RIGHT TO A TRIAL OR CLASS ACTION. FURTHER INFORMATION CAN BE FOUND IN ARTICLE 33C BELOW.
ARTICLE 3 – AGE RESTRICTION & CRIMINAL REGISTRATION:
You must be at least 18 (eighteen) years of age to use SoundPrint or any Services contained herein. By using SoundPrint, you represent and warrant that you are at least 18 (eighteen) years of age and may legally enter into a binding contract with SoundPrint. We disclaim any liability for any misrepresentation of your or any other User’s age. You further represent and warrant that you are not currently on, and have never been on, any sex offender registry in any local, state, or federal jurisdiction, that you are not a convicted felon and that you are not prohibited from using SoundPrint under the laws of the United States or any applicable jurisdiction. Specifically, you represent and warrant that you are not on the U.S. Treasury Department’s list of Specially Designated Nationals. The Company assumes no responsibility or liability for any misrepresentation of your age.
ARTICLE 4 – DESCRIPTION OF SERVICES:
The SoundPrint Service allows Users to measure sound level data using the Service’s sound level meter and to submit the sound level information in conjunction with an identified or tagged Venue, day of the week, time of day, length of measurement, average, maximum and minimum sound level, Venue name, Venue type, Venue geographical coordinates, User comments, User inputs on Venue Atmospheric Variables (which include, but are not limited to (a) subjective ratings on ability to have conversation (b) whether there is background music or not (c) the presence of bright lighting, round tables, or a quiet room, space or alcove, (d) how full the venue is during measurement time, (e) whether the measurement was taken indoors or outdoors), User recommendations for whether a Venue should be manually marked as being quiet or very loud (including suggesting to the community a venue either be placed on SoundPrint’s Quiet List or shown as being particularly quiet, and that the user wish for the SoundPrint community to suggest to the venue appropriate potential steps to mitigate or optimize the noise levels, otherwise known as a “User Submitted Noise Complaint”), or any other sound level category or description, and the type of mobile device used. Such information is referred to as the “Sound Level Submission Data.”
At your choosing, you may also register with SoundPrint. Alternatively, you may submit Sound Level Submission Data anonymously. Further information on registration can be found in Article 9, Account Information.
You are responsible for the accuracy of the Sound Level Submission Data and it is your obligation to tag the correct Venue. Through each submission, you represent and warrant that the Venue you tagged to your measurement is the actual Venue you took the measurement in at the time and day of the submission. Should the sound level measurement be tagged to the wrong Venue during submission, it is your obligation to contact SoundPrint at firstname.lastname@example.org and inform us of the error. SoundPrint may delete any Sound Level Submission Data, in our sole and exclusive discretion. We specifically retain the right to delete submissions we deem as potentially inaccurate, fake, or fraudulent.
For User Submitted Noise Complaints, SoundPrint will analyze and determine whether it will reach out to the venue per the user’s suggestion. Such decision to act is based on a holistic evaluation of all user-based submissions of the venue, both objective and subjective, and other factors, including but not limited to the day and time of the submission, user comments, the atmospheric variables selected and other user submissions of the same or similar venue. Note that SoundPrint will not include user-based identifying information in its reach-out to the venue as the data will be aggregated and anonymized. The intent is to inform and educate venue managers to the possibility of high noise levels, the potential effects on hearing health as well as the ability for patrons to be able to converse. SoundPrint will also recommend simple and inexpensive ways venue managers can mitigate or optimize their noise levels as well as suggest, for more complex circumstances, one or several Acoustic Consultants or Suppliers who may provide expertise and help.
It may also take considerable time (i.e. a month or more, or until a sufficient amount of data has been submitted by users and analyzed) before SoundPrint reaches out to the venue. SoundPrint makes no assurance that SoundPrint contacts the correct venue, nor whether the venue will, in fact, receive or open the sent materials, in soft or hard copy form, nor respond or take steps to mitigate or optimize their noise levels per the user’s request.
For Audio Consent Recordings, users have the option, per the Audio Consent option during the mobile app onboarding process, to consent to have the sound measurements also record sound during the measurement. The intent and purpose of such sound recordings is to give hearing aid manufacturers and other audio-AI related companies the ability to craft and test their machine learning algorithms to train hearing aids and audio-based products to better decipher between various sounds produced in noisy noise. A secondary purpose is to allow acoustic consultants to diagnose a venue’s acoustic environment and to offer solutions to optimize or mitigate excessive noise levels.
In the event the user chooses to consent to this option, the user agrees that the main purpose is to measure and record ambient noise only, which is defined as any sound other than sound being monitored (primary sound) such as a telephone call or specific conversation. User agrees that they will not use SoundPrint to directly record primary sound or discernable conversation. Should a user’s measurement record discernable conversation, it is the user’s obligation to contact SoundPrint (email@example.com) and identify the measurement and recording that contains a direct conversation and SoundPrint will accordingly delete the recording from its private database.
All recordings are kept private, are not available to the public and no personally identifiable data is stored in the audio files. When sharing audio files with any 3rd party, all data will be anonymized (no user personal user ID or email is included). But the following metadata may be included: Venue Type (e.g. restaurant, bar), Day of the Week (e.g. Monday, Tuesday), Time of Day, the quantitative sound level data associated with the measurement (Average dBA, Max dBA, Min dBA, length of measurement) and additional user input related to the atmosphere of the measurement (e.g. is the noise level conducive to conversation, was the measurement taken outdoors, how full is the venue). If user chooses not to consent to this Audio Consent Recording option, then no recordings are made when the user measures and submits the measurement.
ARTICLE 5 – MEASUREMENT DISCLAIMER:
Our Service uses the decibel meter to attempt to measure the approximate decibel level. This is not a replacement for a precise nor professional sound level measuring device. The sound level measurements are a general approximation for what the sound level is or was during the measurement, and we make no assurances to the accuracy of the approximation of the sound levels displayed during the duration of the measurement. We hereby disclaim any liability for any inaccuracy of any of the measurements or data.
Many factors affect the measurement and will vary during the measurement, including, but not limited to, the measurer’s own voice, the position of the mobile device, the amount of space between the mobile device and the body of the measurer, other objects in the environment, the location of the measurement taken, the time and day of the measurement, the physical condition of the hardware microphone or mobile device, the type of phone (Android and iOS devices may pick up and measure different sounds during the measurement) and the Venue’s interior design. These factors may cause the sound level measurement to differ significantly from the environment’s actual sound level.
The dBA numbers of Venues displayed on SoundPrint are either displayed as individual measurements or are aggregated to show an average of historical SoundChecks measured and submitted to the database. The presentation of these average dBA numbers may be grouped or segmented by time of day and day of the week or by other methods. These dBA numbers are historical and thus are a reasonable guess as to what a Venue’s sound level has been and will be in the future. There is no guarantee that the average dBA displayed is close to, is, or will be the actual sound level in the future.
By using SoundPrint, you affirm and acknowledge the above. We take no responsibility and assume no liability for the accuracy of the Sound Level Submission Data submitted to SoundPrint.
ARTICLE 6 – USER DATA LICENSE:
SoundPrint, as described above, acquires Sound Level Submission Data from you and other Users. The SoundPrint mobile application allows Users to post, submit, publish, display, or transmit to other Users or other persons the Sound Level Submission Data, as well as other content or materials, such as User comments, text, graphics, photos, or videos (collectively with the Sound Level Submission Data, “User Contributions”).
Any User Contribution you post to SoundPrint including, specifically, the Sound Level Submission Data, will be considered non-confidential and non-proprietary and should otherwise be considered public. By providing any User Contribution on or to SoundPrint, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns, a royalty-free, non-exclusive, worldwide license to use, reproduce, modify, perform, display, broadcast, transmit, distribute, make derivative works of, and otherwise disclose to third parties any such content you post, publish, upload or otherwise make available to SoundPrint LLC through the SoundPrint mobile application. We claim no further proprietary rights in your User Contributions.
You further represent and warrant that:
- You own or control all rights in and to the User Contributions, and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns;
- Your User Contributions will and do comply with the Acceptable Use provision of this Agreement, and the terms of this Agreement as a whole;
- Your User Contributions do not infringe upon the intellectual property rights of any third party;
- You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other User of the Website. Additionally, we may remove any of your User Contributions or terminate your User account, if applicable, in our sole and exclusive discretion.
You agree that this license includes the right for us to make your User Contributions available to other Users on SoundPrint, who may also use your User Contributions subject to this Agreement. SoundPrint LLC has the right but not the obligation to monitor and edit all User Contributions.
ARTICLE 7 – QUIET LISTS:
SoundPrint may display or communicate a “Quiet Spot List,” (or of similar name, including, but not limited to Quiet List, Quiet Venue List, Quiet Restaurant List, Quiet Place List, Quiet Bar List, Quiet Cafe List, Peaceful List, Calm List, Conversation List, Connecting List) suggesting that certain Venues may be more conducive to conversation. This Quiet Spot List is the sole and exclusive property of SoundPrint LLC. You may not distribute, modify, transmit, reuse, download, repost, copy or use this Quiet Spot List, whether in whole or in part, for commercial purposes or for personal gain, without the express advance written permission from us.
Additionally, SoundPrint LLC makes no guarantees as to the accuracy or reliability of any of the information contained on the Quiet Spot List. The Quiet Spot List is compiled from information submitted by Users and we cannot independently confirm any data. You represent and warrant that any reliance on the Quiet Spot List is done at your own risk. We disclaim any liability or responsibility for any inaccuracy found in the Quiet Spot List.
ARTICLE 8 – USER RECOMMENDATIONS:
SoundPrint permits Users to provide recommendations on the sound level of a location through the SoundPrint Services. SoundPrint LLC expressly disclaims any responsibility or liability for inaccuracies or errors in information provided about particular Venues or locations. We do not warrant or affirm any User recommendations. You are ultimately responsible for determining the appropriateness of a particular Venue or location for you or your needs. We are not liable for any damage, loss, health issues, or other problems which may arise from your use or misuse of our Services.
ARTICLE 9 – ACCOUNT INFORMATION:
You may use SoundPrint anonymously or you may register with us. If you choose to use SoundPrint anonymously, you may still upload Sound Level Submission Data.
If you choose to register with SoundPrint, you can do so via the Facebook Application Programming Interface (API), which will pull your email address automatically. The only portion of your email address associated with social commenting on SoundPrint, however, will be the initial identifying portion. You can also choose to manually provide information name, email address, or both. As with Facebook registration, the only portion of your email address associated with social commenting on SoundPrint will be the initial identifying portion. These registration methods, excluding anonymous submissions, will be linked to your Sound Level Submission Data.
You are responsible for ensuring the continued accuracy of your account information. This information will enable you to use SoundPrint and the Services on a regular basis. You must not share such identifying information with any third party, and if you discover that your information has been compromised, you agree to notify us immediately in writing. An email notification will suffice to firstname.lastname@example.org. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password.
You are responsible for maintaining the safety and security of your information, as well as keeping us apprised of any changes to your information. Providing false or inaccurate information, or using SoundPrint or the Services to further fraud or unlawful activity, is grounds for immediate termination of your account and this Agreement with you.
ARTICLE 10 – REMOVAL REQUESTS:
Venues tagged on SoundPrint have a right to request removal of submissions tagged to their Venue. SoundPrint does not guarantee that any Venue will be removed from the SoundPrint database, but SoundPrint will consider every removal request, especially as such requests relate to the internal rules and policies of the Venue requesting removal. SoundPrint hereby represents and warrants that no discernible conversations or spoken words, photographs, video, or other identifying information can be recorded and collected from any patron at any Venue; rather, SoundPrint and the Services exclusively exist as a platform for Users to measure the decibel level information of their environment and voluntarily communicate their location when the measurement was taken. Regardless, Venue owners may request removal of their information from the SoundPrint database by emailing email@example.com. SoundPrint will respond to each request within a reasonable timeframe but in no event later than two weeks. Please be advised, however, that if, in the future, after we have deleted the data associated with your Venue, additional data is submitted and tagged to your Venue, you will need to contact us again for removal.
ARTICLE 11 – VENUE-SPECIFIC DISCLAIMER:
As SoundPrint exists as a platform to allow User submission of sound level data, SoundPrint cannot and does not confirm, verify, individually monitor, or otherwise make any representations or warranties with regard to any Sound Level Submission Data. As discussed in Article 5 of this Agreement, the SoundPrint Service uses the decibel meter to attempt to measure the approximate decibel level in particular Venues and allows Users to submit data as such.
SoundPrint does not warrant as to the accuracy or veracity of any Sound Level Submission Data found on the SoundPrint Website or Mobile Application nor does SoundPrint make any claims with respect to any Venue or the Sound Level Submission Data associated therewith.
As such, SoundPrint disclaims any and all responsibility for the submissions, posting, conduct, communications or other action or inaction of any User. We are not liable to any Venue for any loss, damage, expenses, fees, or other claims of any kind associated with our Services or the use or misuse of our Services by any User. SoundPrint shall specifically not be liable for any of the following (the below list shall be considered non-exhaustive and illustrative):
- Claims against any Venue by any local, state, or federal governmental agency regarding or referencing SoundPrint or our Services;
- Claims by any Venue employee, contractor, or other worker regarding or referencing SoundPrint or our Services;
- Claims by any association or group on behalf of any Venue or group of Venues, or any individual or group of individuals referencing SoundPrint or our Services;
- Claims by any individual Venue referencing SoundPrint or our Services.
The sole and exclusive recourse for any Venue regarding any of the SoundPrint Services is to request removal as outlined in Article 10 of this Agreement.
ARTICLE 12 – LICENSE TO USE MOBILE APPLICATION:
The Company may provide you with certain materials as a result of your use of SoundPrint or the Services. Such materials may include, but are not limited to, the entirety of the app, documentation, data, or information developed by the Company, and other materials which may assist in your use of SoundPrint or the Services (“Company Materials”). Subject to this Agreement, the Company grants you a personal, non-exclusive, limited, non-transferable and revocable, worldwide and royalty-free license, to use the Company Materials solely in connection with your use of SoundPrint and the Services. The Company Materials may not be used for any other purpose and this license terminates upon your cessation of use of SoundPrint or the Services or at the termination of this Agreement.
ARTICLE 13 – INTELLECTUAL PROPERTY:
You agree that SoundPrint and all Services provided by the Company are the property of the Company, including all copyrights, trademarks, trade secrets, patents and other intellectual property, including, but not limited to, SoundPrint LLC, SoundPrint, and any other trademarks or service marks found on the SoundPrint mobile application and website (“Company IP”). The Company IP also includes a copyright in the entirety of the SoundPrint mobile application and website. You agree that the Company owns all right, title, and interest in and to the Company IP, and that you will not use the Company IP for any unlawful or infringing purpose. You agree not to reproduce or distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs), without express written permission from the Company.
If you feel that any of your intellectual property rights have been infringed or otherwise violated by the posting of information or media by another of our Users, please contact us and let us know.
ARTICLE 14 – DMCA POLICY:
SoundPrint provides Users the ability to self-publish sound level measurements from public Venues to our mobile application. We do not monitor, screen, or otherwise review the content which is uploaded to our servers by Users of the Service.
We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from SoundPrint infringe your copyright, you may request removal of those materials (or access to them) from SoundPrint by filling out the form we have available, or by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:
- Your physical or electronic signature.
- Identification of the copyrighted work you believe to have been infringed or if the claim involves multiple works on SoundPrint, a representative list of such works.
- Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
- Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
- A statement that you have a good faith belief that the use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the written notice is accurate.
- A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Our designated copyright agent to receive DMCA Notices is:
Gregory Scott, PO Box 74, New York, NY 10150, firstname.lastname@example.org
If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.
Please be aware that if you knowingly materially misrepresent that material or activity on SoundPrint is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
Counter-Notification Procedures: If you believe that material you posted on SoundPrint was removed, or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a “Counter-Notice”) by submitting written notification to our copyright agent designated above. Pursuant to the DMCA, the Counter-Notice must include substantially the following:
- Your physical or electronic signature.
- An identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access disabled.
- Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
- A statement, under penalty of perjury, by you, that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
- A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which SoundPrint may be found and accessed) and that you will accept service from the person (or an agent of that person) who provided SoundPrint with the complaint at issue.
The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice.
Please be aware that if you knowingly materially misrepresent that material or activity on SoundPrint which was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
Repeat Infringers: It is our policy in appropriate circumstances to disable and/or terminate the accounts of Users who are repeat infringers.
ARTICLE 15 – ACCEPTABLE USE POLICY:
You agree not to use SoundPrint or the Services for any unlawful purpose or any purpose prohibited under this clause. You agree not to use SoundPrint or the Services in any way that could damage SoundPrint, the Services, or general business of the Company.
You further agree not to use SoundPrint or the Services:
- To harass, abuse, bully, or threaten others or otherwise violate any person’s legal rights;
- To violate any intellectual property rights of the Company or any third party;
- To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
- To perpetuate any fraud;
- To engage in, or create any unlawful gambling, sweepstakes, or pyramid scheme;
- To publish or distribute any obscene or defamatory material;
- To publish or distribute any material that incites violence, hate or discrimination towards any group;
- To disseminate any material which contains graphic violence;
- To disseminate any material which contains nudity;
- To spam or otherwise solicit any Users;
- To disseminate any intellectual property, including photos, of any other person without their permission;
- To exploit, harm, or attempt to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
- To imply any endorsement by the Company;
- To provide for, or make the Services available to any third party;
- To upload or post anything, including any of the Services, on any file-sharing or similar application or website;
- To unlawfully gather information about others;
- To create fake accounts or additional accounts in the circumstance that your account has been terminated; or
- To impersonate or attempt to impersonate the Company, a Company employee, another User, or any other person or entity (including, without limitation, by using email addresses or Usernames associated with any of the foregoing).
You acknowledge and agree that we may terminate your account at any time if you violate any of the terms of this Agreement, at our sole and exclusive discretion. SoundPrint may also take further action, such as notifying the appropriate authorities, removing any content that you may have posted, or other such action as we deem appropriate. SoundPrint may also stop any transaction which the Company believes may be harmful to the public, or the Company, or otherwise poses any unacceptable risk.
ARTICLE 16 – EXPORT CONTROLS:
You hereby agree to comply with all local rules relating to online conduct and that which is considered acceptable content. The uploading, posting and/or transferring of software, technology, and other technical data may be subject to the export and import laws of the United States and possibly other countries. You agree to comply with all applicable export and import laws, statutes and regulations, including, but not limited to, the Export Administration Regulations, as well as the Sanctions Control Program of the United States.
ARTICLE 17 – SERVICE CHANGES:
At our sole and exclusive discretion, we may offer additional Services, or we may update, modify, or revise any current content and Services. If we do so, this Agreement shall apply to any and all additional Services and/or products, and any and all updated, modified or revised Services unless otherwise stipulated. We hereby reserve the right to cancel and cease offering any of the aforementioned Services and/or products at our discretion. You, as the end User, acknowledge, accept, and agree that we shall not be held liable for any such updates, modifications, revisions, suspensions or discontinuance of any of our Services. Your continued use of the Services provided, after such posting of any updates, changes, and/or modifications, shall constitute your acceptance of such updates, changes and/or modifications. Should you not agree to the updates, revisions, or modifications, you must stop using the SoundPrint mobile application and Services immediately.
ARTICLE 18 – REVERSE ENGINEERING & SECURITY:
You agree not to undertake any of the following actions:
- Scan or probe the underlying structure of SoundPrint;
- Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on SoundPrint or Services;
- Violate the security of SoundPrint or Services through any unauthorized access, circumvention of encryption or other security tools, data mining, or interference to any host, User or network;
- Use bots, web crawlers, or any similar devices or online tools to access or index data from SoundPrint;
- “Scrape” or otherwise attempt to harvest or extract data in violation of this Agreement and applicable law from the SoundPrint Website or Mobile Application;
- Attempt to disrupt the experience of other Users on SoundPrint in any way; or
- Disseminate any virus or other bad code which could harm SoundPrint, the Services, or any device of any User.
ARTICLE 19 – DATA LOSS:
The Company does not accept responsibility for the security or consistency of your account or the Services. While SoundPrint attempts to maintain the safety and security of the Services according to industry standards, no transmission of data via the internet is completely secure. Thus, you agree that your use of SoundPrint or Services is at your own risk.
ARTICLE 20 – INDEMNIFICATION:
You agree to defend and indemnify the Company and any of its affiliates (if applicable) and hold us harmless against any and all legal claims and demands, including reasonable attorney’s fees, which may arise from or relate to your use or misuse of SoundPrint or Services, your breach of this Agreement, or your conduct or actions, or the conduct or actions of any other SoundPrint User in relation to you. You agree that the Company shall be able to select its own legal counsel and may participate in its own defense, if the Company wishes.
California residents who may access SoundPrint hereby waive California Civil Code Section 1542, the text of which is as follows: “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.” If any comparable statute, regulation, or doctrine exists in your jurisdiction, you hereby waive such statute, regulation, or doctrine, as well.
ARTICLE 21 – SPAM POLICY:
You are strictly prohibited from using SoundPrint or any of the Company’s Services for illegal spam activities, including gathering email addresses, phone numbers, or other personal information from others, and/or sending mass commercial communications.
ARTICLE 22 – THIRD-PARTY LINKS & CONTENT:
The Company may display, include, or make available, third-party content (including data, information, applications, other products, services, and/or materials) or provide links to third-party mobile applications, websites, or services (“Third-Party Materials”). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. The Company does not assume, and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions. We strongly advise you to read the legal User agreements, such as terms and conditions and privacy policies, of any third party websites or mobile applications that you visit.
ARTICLE 23 – MODIFICATION & VARIATION:
The Company may, from time to time and at any time without notice to you, modify this Agreement. If we do so, we will change the “Last Modified” date at the top of this Agreement. You agree that the Company has the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effective immediately upon posting online, on SoundPrint, and that modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to, or incorporated into, the latest modification or variation of this Agreement.
To the extent any part or sub-part of this Agreement is held ineffective or invalid by any court of law, you agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.
You agree to routinely monitor this Agreement and refer to the Effective Date posted at the top of this Agreement to note modifications or variations. You further agree to do so only after SoundPrint has been fully closed and reopened to avoid accessing a prior version of this Agreement. You agree that your continued use of SoundPrint after any modifications to this Agreement is a manifestation of your continued assent to this Agreement.
In the event that you fail to monitor any modifications to or variations of this Agreement, you agree that such failure shall be considered an affirmative waiver of your right to review the modified Agreement.
ARTICLE 24 – GEOGRAPHIC RESTRICTIONS:
SoundPrint LLC is based in the state of Delaware, in the United States. We market specifically to Users in the United States. We make no claims that SoundPrint or any of its content is accessible or appropriate outside of the United States. Access to SoundPrint may not be legal by certain persons or in certain countries. If you access SoundPrint from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
ARTICLE 25 – SERVICE INTERRUPTIONS:
The Company may need to interrupt your access to SoundPrint to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access to SoundPrint may be affected by unanticipated or unscheduled downtime, for any reason, but that the Company shall have no liability for any damage or loss caused as a result of such downtime.
ARTICLE 26 – TERM, TERMINATION & SUSPENSION:
The Company may terminate this Agreement with you at any time for any reason, with or without cause. The Company specifically reserves the right to terminate this Agreement if you violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, behaving inappropriately with any other User, and/or disseminating illegal material.
At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect, including, but not limited to, Articles 5, 6, 7, 8, 13, 14, 20, 27, 28, 29, 33.
ARTICLE 27 – NO WARRANTIES:
YOU AGREE THAT YOUR USE OF SOUNDPRINT AND THE SERVICES IS AT YOUR SOLE AND EXCLUSIVE RISK AND THAT ANY SERVICES PROVIDED BY US ARE ON AN “AS IS” BASIS. THE COMPANY HEREBY EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND THE IMPLIED WARRANTY OF MERCHANTABILITY. THE COMPANY MAKES NO WARRANTIES THAT SOUNDPRINT OR THE SERVICES WILL MEET YOUR NEEDS, OR THAT SOUNDPRINT OR THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. THE COMPANY ALSO MAKES NO WARRANTIES AS TO THE RELIABILITY OR ACCURACY OF ANY INFORMATION ON SOUNDPRINT OR OBTAINED THROUGH THE SERVICES. YOU AGREE THAT ANY DAMAGE THAT MAY OCCUR TO YOU, YOUR DEVICE, YOUR COMPUTER SYSTEM, OR GENERALLY AS A RESULT OF A LOSS OF YOUR DATA FROM YOUR USE OF SOUNDPRINT OR SERVICES IS YOUR SOLE RESPONSIBILITY AND THAT THE COMPANY IS NOT LIABLE FOR ANY SUCH DAMAGE OR LOSS.
ARTICLE 28 – LIMITATION ON LIABILITY:
TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THE COMPANY, INCLUDING ANY EMPLOYEES, AFFILIATES, SERVICE PROVIDERS, CONTRACTORS, OR AGENTS, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT MAY OCCUR TO YOU AS A RESULT OF YOUR USE OF SOUNDPRINT OR THE SERVICES, ANY MISUSE OF SOUNDPRINT OR THE SERVICES, OR ANY UNAUTHORIZED USE OR ACCESS OF SOUNDPRINT, BASED ON ANY LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THIS SECTION APPLIES TO ANY AND ALL CLAIMS BY YOU, INCLUDING, BUT NOT LIMITED TO, CONTRACT OR TORT CLAIMS FOR LOSS OF DATA, LOSS OF GOODWILL, LOST PROFITS OR REVENUES, CONSEQUENTIAL, INDIRECT, SPECIAL EXEMPLARY OR PUNITIVE DAMAGES, NEGLIGENCE, STRICT LIABILITY, FRAUD, OR TORTS OF ANY KIND WHETHER SUCH CLAIMS ARE DIRECT OR INDIRECT, AND WHETHER SUCH CLAIMS ARE ALLEGED TO BE FROM YOUR USE OF SOUNDPRINT, YOUR INTERACTION WITH ANOTHER USER, OR YOUR INTERACTION WITH ANY THIRD-PARTY. THE MAXIMUM LIABILITY OF THE COMPANY ARISING FROM OR RELATING TO THIS AGREEMENT IS LIMITED TO THE LESSER OF THE AMOUNT YOU PAID TO THE COMPANY IN THE PRIOR 3 (THREE) MONTHS OR $100.
SOME OR ALL OF THE LIMITATIONS PROVIDED IN THIS SUBSECTION MAY NOT BE APPLICABLE TO YOU, DEPENDING UPON YOUR JURISDICTION.
ARTICLE 29 – CLAIM LIMITATION:
ARTICLE 30 – CUSTOMER SERVICE:
Should you need to contact SoundPrint in any way for customer service, technical issues, or any other communication required, you may reach us at email@example.com. You may also reach us as at PO Box 74, New York, NY 10150.
ARTICLE 31 – AFFILIATE MARKETING NOTICE:
SoundPrint may receive compensation in the form of affiliate marketing commissions from marketers which we allow to post or advertise on SoundPrint.
ARTICLE 32 – APPLE APPLICATION TERMS:
You will be accessing SoundPrint through an application on your Apple device which was provided by the Apple iTunes store. Because of this, please be advised as follows:
- Apple does not and will not provide any customer support, help, or other assistance with regard to SoundPrint – only SoundPrint can help with any questions, concerns, claims, losses, liabilities, damages, costs, expenses or issues you may face with our application;
- Should SoundPrint not conform to any express or implied warranty, you may notify Apple, in which case Apple’s only responsibility will be to refund the purchase price, if applicable;
- To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to SoundPrint;
- You are hereby acknowledging and agreeing not to use SoundPrint except on your personal Apple device;
- Your license to use SoundPrint is a limited license, provided on a non-transferable, non-sublicensable, non-exclusive basis, and may only be utilized for your personal, non-commercial use, subject to this Agreement;
- You acknowledge and agree that should a third party claim arise concerning the SoundPrint application, or the use of the application by you, with respect to an alleged infringement of a third party’s intellectual property rights, that SoundPrint, and not Apple, will undertake the investigation, defense, settlement, and discharge of any such infringement claim or claims;
- You represent and warrant that you are not located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as being a terrorist-supporting country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
- You acknowledge that in the utilization of the SoundPrint application, you will act in accordance with any applicable third party terms or User agreements which may affect or be affected by the SoundPrint application; and
- You acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of these terms, and upon your acceptance of these terms, Apple has the right (and will be considered to have accepted the right) to enforce these terms against you as a third party beneficiary hereof.
ARTICLE 33 – GENERAL PROVISIONS:
- LANGUAGE: All communications made, or notices given pursuant to this Agreement shall be in the English language.
- JURISDICTION, VENUE & CHOICE OF LAW: Through your use of SoundPrint or Services, you agree that the laws of the State of Delaware shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between you and the Company, with the exception of its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the state and federal courts of New Castle County, Delaware. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non-conveniens or similar doctrine.
- ARBITRATION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration, under the Consumer Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted in New Castle County, Delaware. The arbitration shall be conducted by a single arbitrator and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law, as well as the law of the state of Delaware. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by the Company will not be subject to arbitration and may, as an exception to this subpart, be litigated. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims – i.e. You hereby understand and agree that you are giving up your right to a jury trial or other litigation to assert any claims against the Company. Through this Agreement, you are also relinquishing any right to be engaged in a class action or other group proceeding against the Company.
- ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by you. Should this Agreement, or the rights granted hereunder, be assigned, sold, leased or otherwise transferred by the Company, the rights and liabilities of the Company will bind and inure to any assignees, administrators, successors, and executors.
- SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.
- NO WAIVER: In the event that we fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.
- HEADINGS FOR CONVENIENCE ONLY: Headings of parts and subparts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.
- NO AGENCY, PARTNERSHIP OR JOINT VENTURE: No agency, partnership, or joint venture has been created between the Parties as a result of this Agreement. No Party has any authority to bind the other to third parties.
- FORCE MAJEURE: The Company is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
- ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including e-mail or fax. We may also reach out to you at any phone number you have provided. For any questions or concerns, please email us at the following address: firstname.lastname@example.org.
- ENTIRE AGREEMENT: This Agreement constitutes the entire understanding between the Parties with respect to any and all use of SoundPrint. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral, regarding the use of SoundPrint.
- ll prior or contemporaneous agreements or understandings, written or oral, regarding the use of SoundPrint.