Terms of Service
These Terms of Service ("Terms") govern your access to and use of soundBYTE's Services, including all ads, APIs, applications, buttons, commerce services, email notifications, SMS, websites, widgets (the "soundBYTE Services"), any other services that link to these Terms (collectively, the "Service" or "Services"), and any audio, graphics, information, photos, text, or other materials downloaded, uploaded, or appearing on the Services (collectively referred to as "Content"). By accessing or using the soundBYTE website, the soundBYTE service, or any applications (including mobile applications) made available by soundBYTE, however accessed, you agree to be bound by these terms of service. Your access to and use of the Services are conditioned on your acceptance of and compliance with these Terms. By accessing or using the Services you automatically agree to be bound by these Terms. The Services are owned or controlled by soundBYTE, LLC ("soundBYTE", an Illinois limited liability company, or "we").
You agree that disputes between you and soundBYTE will be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration.
These Terms affect your legal rights and obligations. If you do not agree to be bound by all of these Terms, do not access or use the Service. There may be times when we offer a special feature that has its own terms and conditions that apply in addition to these Terms. In those cases, the terms specific to the special feature control to the extent there is a conflict with these Terms.
1. General Terms
You must not access soundBYTE's private API by means other than those permitted by soundBYTE.
You must not create or submit unwanted comments, emails, likes, or other forms of commercial or harassing communications ("Spam") to any soundBYTE users.
You must not interfere or disrupt the Service or servers or networks connected to the Service, including by transmitting any malware, spyware, viruses, worms, or any other destructive or disruptive code. You may not inject code or content or otherwise alter or interfere with the way any soundBYTE page is rendered or displayed in a user's browser or device.
You may not use the Service for any unauthorized or illegal purpose. You agree to comply with all laws, rules and regulations (for example: federal, state, local, provincial) applicable to your use of the Service and your Content (defined below), including but not limited to, copyright laws.
You are solely responsible for your conduct and any audio clips, data, files, graphics, images, information, links, musical content, profiles, sounds, text, usernames, and other content or materials that you submit, post or display on or via the Service.
You must not adapt, alter, change, or modify the Service or adapt, alter, change, or modify another website so as to falsely imply that it is associated with the Service or soundBYTE.
You must not solicit, collect or use the login credentials of other soundBYTE users.
You are solely responsible for keeping your password secure. soundBYTE is not responsible for keeping your password secure.
You must not abuse, bully, defame, harass, impersonate, intimidate, stalk, or threaten people or entities. You must not post private or confidential information via the Service, including, without limitation, your or any other person's credit card information, social security, or alternate national identity numbers, non-public phone numbers or non-public email addresses.
You must not create accounts with the Service through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, scraper, or crawler.
You must not attempt to restrict another user from using the Service and you must not encourage or facilitate violations of these Terms or any other soundBYTE terms.
Violation of these Terms may, in soundBYTE's sole discretion, result in termination of your soundBYTE account. You understand and agree that soundBYTE cannot and will not be responsible for the Content posted on the Service and you use the Service at your own risk. If you violate the letter or spirit of these Terms, or otherwise create risk or possible legal exposure for soundBYTE, we can stop providing all or part of the Service to you.
You must be at least 13 years old to use the Service.
You may not post discriminatory, infringing, threatening, unlawful, or violent content via the Service.
You are responsible for any activity that occurs through your account and you agree you will not sell, transfer, license, or assign your account, followers, username, or any account rights. With the exception of people or businesses that are expressly authorized to create accounts on behalf of their employers or clients, soundBYTE prohibits the creation of and you agree that you will not create an account for anyone other than yourself. You also represent that all information you provide or provided to soundBYTE upon registration and at all other times will be accurate and true, and you agree to update your information as necessary to maintain its accuracy and truth.
Further detail of the Basic Terms is provided below:
You are responsible for your use of the Services, for any Content you post to the Services, and for any consequences thereof. Most Content you display, post, or submit through the soundBYTE Services is public by default and will be able to be viewed by other users and through third party services and websites.
You may use the Services only if you can form a binding contract with soundBYTE and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. If you are accepting these Terms and using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations.
The Services that soundBYTE provides are always evolving and the form and nature of the Services that soundBYTE provides may change occasionally without prior notice to you. In addition, soundBYTE may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally and may not be able to provide you with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you.
The Services may include advertisements, which may be targeted to the Content or information on the Services, queries made through the Services, or any other information. The types of advertising by soundBYTE on the Services are subject to change. In consideration for soundBYTE granting you access to and use of the Services, you agree that soundBYTE and its third party providers and partners may place such advertising on the Services or in connection with the display of Content or information from the Services whether submitted by you or others.
2. General Conditions
We reserve the right to modify or terminate the Service or your access to the Service for any reason, without notice, at any time, and without liability to you. You possess the right to deactivate your soundBYTE account at any time. If we terminate your access to the Service or you deactivate your account, your posts, comments, likes, friendships, and all other data will no longer be accessible through your account (e.g. users will not be able to navigate to your username and view your content), but those materials and data may persist and appear within the Service (e.g. if your Content has been reshared by others). Upon termination, all licenses and other rights granted to you in these Terms will immediately cease.
We reserve the right, in our sole discretion, to change these Terms ("Updated Terms") from time to time. Unless we make a change for legal or administrative reasons, we will provide reasonable advance notice before the Updated Terms become effective. You agree that we may notify you of the Updated Terms by posting them on the Service, and that your use of the Service after the effective date of the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms and any Updated Terms before using the Service. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Service from that point forward. These Terms of Use will govern any disputes arising before the effective date of the Updated Terms.
We reserve the right to force forfeiture of any username for any reason. We reserve the right to refuse access to the Service to anyone for any reason at any time. We may, but have no obligation to, remove, edit, block, and/or monitor Content or accounts containing Content that we determine in our sole discretion violates these Terms.
You are solely responsible for your interaction with other users of the Service, whether online or offline. You agree that soundBYTE is not responsible or liable for the conduct or content of any user. soundBYTE reserves the right, but has no obligation, to monitor or become involved in disputes between you and other users.
There may be links from the Service, or from communications you receive from the Service, to third-party web sites or features. There may also be links to third-party web sites or features in images or comments within the Service. The Service also includes third-party content that we do not control, maintain or endorse. Functionality on the Service may also permit interactions between the Service and a third-party web site or feature, including applications that connect the Service or your profile on the Service with a third-party web site or feature. For example, the Service may include a feature that enables you to share Content from the Service or your Content with a third party, which may be publicly posted on that third party's service or application. Using this functionality typically requires you to login to your account on the third-party service and you do so at your own risk. soundBYTE does not control any of these third-party web services or any of their content. You expressly acknowledge and agree that soundBYTE is in no way responsible or liable for any such third-party services or features. Your correspondence and dealings with third parties found through the Service are solely between you and the third party. You may choose, at your sole and absolute discretion and risk, to use applications that connect the Service or your profile on the Service with a third-party service (each, an "Application") and such Application may interact with, connect to or gather and/or pull information from and to your Service profile. By using such Applications, you acknowledge and agree to the following: (i) if you use an Application to share information, you are consenting to information about your profile on the Service being shared; (ii) your use of an Application may cause personally identifying information to be publicly disclosed and/or associated with you, even if soundBYTE has not itself provided such information; and (iii) your use of an Application is at your own option and risk, and you will hold soundBYTE harmless for activity related to the Application.
We prohibit crawling, scraping, caching or otherwise accessing any content on the Service via automated means, including but not limited to, user profiles and photos (except as may be the result of standard search engine protocols or technologies used by a search engine with soundBYTE's express consent). You agree that you are responsible for all data charges you incur through use of the Service.
3. Privacy
Any information that you or other users provide to soundBYTE is subject to our Privacy Policy, which governs our collection and use of your information. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States, Ireland, and/or other countries for storage, processing and use by soundBYTE. As part of providing you the Services, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your account, which you may not be able to opt-out from receiving.
You can control most communications from the soundBYTE Services, including notifications about activity related to you, your sound bites or audio posts (or "bytes"), reposts (or "reBYTEs"), network, and updates from soundBYTE. Please see your settings for email and mobile notifications for more details.
4. Passwords
You are responsible for safeguarding the password that you use to access the Services and for any activities or actions under your password. We encourage you to use strong passwords with your account and with other accounts that you may connect to your soundBYTE account (such as Twitter or Facebook). soundBYTE cannot and will not be liable for any damage or loss arising from your failure to comply with the above requirements.
5. Content on the Services
All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content within the Services. We may not monitor or control the Content posted via the Services and, we cannot take responsibility for such Content. Any use or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your own risk.
We do not endorse, guarantee, represent, or support the accuracy, completeness, or truthfulness of any Content or communications posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate, or inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will soundBYTE be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content emailed, posted, transmitted or otherwise made available via the Services.
6. Your Rights
You represent and warrant that: (i) you own the Content posted by you on or through the Service or otherwise have the right to grant the rights and licenses set forth in these Terms; (ii) the posting and use of your Content on or through the Service does not infringe or violate the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark, and/or other intellectual property rights; (iii) you agree to pay for all royalties, fees, and any other monies owed by reason of Content you post on or through the Service; and (iv) you have the legal right and capacity to enter into these Terms in your jurisdiction.
The Service contains content owned or licensed by soundBYTE. soundBYTE Content may be protected by copyright, patent, trademark, trade secret, and other laws, and, as between you and soundBYTE, soundBYTE may own and retain all rights in the soundBYTE Content and the Service. You will not alter, conceal, or remove any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the soundBYTE Content and you will not adapt, broadcast, display, distribute, license, modify, publish, reproduce, sell, transmit or otherwise exploit the soundBYTE Content. If your Content violates these Terms, you may bear legal responsibility for that Content.
All Content will be non-confidential and non-proprietary and we will not be liable for any use or disclosure of Content. You acknowledge and agree that your relationship with soundBYTE is not a confidential or fiduciary relationship, and that your decision to submit any Content does not place soundBYTE in a position that is any different from the position held by members of the general public, including with regard to your Content. None of your Content will be subject to any obligation of confidence on the part of soundBYTE, and soundBYTE will not be liable for any use or disclosure of any Content you provide. You retain your rights to any Content you submit, post or display on or through the Services. By displaying, posting, or submitting Content on or through the Services, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to adapt, copy, display, distribute, modify, process, publish, reproduce, transmit, or use such Content in any and all media or distribution methods (now known or later developed).
This license is you authorizing us to make your bytes on the soundBYTE Services available to the rest of the world and to let others do the same. You agree that this license includes the right for soundBYTE to provide, promote, and improve the Services and to make Content submitted to or through the Services available to other companies, organizations, or individuals who partner with soundBYTE for the broadcast, distribution, publication, or syndication of such Content on other media and services, subject to our Terms for such Content use.
Such additional uses by soundBYTE, or other companies, organizations or individuals who partner with soundBYTE, may be made with no compensation paid to you with respect to the Content that you submit, post, transmit or otherwise make available through the Services. We may modify or adapt your Content in order to transmit, display, or distribute it over computer networks and in various media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services, or media.
You are responsible for your use of the Services, for any Content you provide, and for any consequences thereof, including the use of your Content by other users and our third party partners. You understand that your Content may be syndicated, broadcast, distributed, or published by our partners and if you do not have the right to submit Content for such use, it may subject you to liability. soundBYTE will not be responsible or liable for any use of your Content by soundBYTE in accordance with these Terms. You represent and warrant that you have all the rights, power, and authority necessary to grant the rights granted herein to any Content that you submit. You retain your rights to any Content you submit, post, or display on or through the Services.
7. Your License To Use the Services
soundBYTE gives you a non-assignable, non-exclusive, personal, royalty-free, and worldwide license to use the software that is provided to you by soundBYTE as part of the Services. This license is for the sole purpose of enabling you, in the manner permitted by these Terms, to use the Services as provided by soundBYTE.
8. soundBYTE Rights
soundBYTE does not claim ownership of any Content that you post on or through the Service. Instead, you hereby grant to soundBYTE a non-exclusive, fully paid and royalty-free, transferable, sub-licensable, worldwide license to use the Content that you post on or through the Service, subject to the Service's Privacy Policy. You can choose who can view your Content and activities as described in the Privacy Policy.
All right, title, and interest in and to the Services (excluding Content provided by users) are and will remain the exclusive property of soundBYTE and its licensors. The Services may be protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives you a right to use the soundBYTE name or any of the soundBYTE trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding soundBYTE, or the Services is entirely voluntary and we will be free to use such comments, feedback, or suggestions as we see fit and without any obligation to you.
You agree that soundBYTE is not responsible for and does not endorse Content posted within the Service. soundBYTE does not have any obligation to prescreen, monitor, edit, or remove any Content.
Although it is soundBYTE's intention for the Service to be available as much as possible, there will be occasions when the Service may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. Also, soundBYTE reserves the right to remove any Content from the Service for any reason, without prior notice. Content removed from the Service may continue to be stored by soundBYTE, including, without limitation, in order to comply with certain legal obligations, but may not be retrievable without a valid court order. soundBYTE is not a backup service and you agree that you will not rely on the Service for the purposes of Content backup or storage. soundBYTE will not be liable to you for any modification, suspension, or discontinuation of the Services, or the loss of any Content. You also acknowledge that the Internet may be subject to breaches of security and that the submission of Content or other information may not be secure.
Some of the Service may be supported by advertising revenue and may display advertisements and promotions, and you hereby agree that soundBYTE may place such advertising and promotions on the Service or on, about, or in conjunction with your Content. The manner, mode, and extent of such advertising and promotions are subject to change without specific notice to you. You acknowledge that we may not always identify paid services, sponsored content, or commercial communications as such.
If you choose to send us content, information, ideas, suggestions, or other materials, you agree that soundBYTE is free to use any such content, information, ideas, suggestions, or other materials, for any purposes whatsoever, including, without limitation, developing and marketing products and services, without any liability or payment of any kind to you.
9. Restrictions on Content and Use of the Services
We reserve the right at all times, but will not have an obligation, to remove or refuse to distribute any Content on the Services, to suspend or terminate users, and to reclaim usernames without liability to you. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, or governmental request, (ii) enforce the Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property, or safety of soundBYTE, its users and the public.
You may not do any of the following while accessing or using the Services: (i) access, tamper with, or use non-public areas of the Services, soundBYTE's computer systems, or the technical delivery systems of soundBYTE's providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means, automated or otherwise, other than through our currently available, published interfaces that are provided by soundBYTE, and only pursuant to the applicable terms and conditions, unless you have been specifically allowed to do so in a separate agreement with soundBYTE (scraping the Services without the prior consent of soundBYTE is expressly prohibited); (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services.
10. Copyright Policy
soundBYTE respects the intellectual property rights and general rights of others and expects users of the Services to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your Content has been copied in a way that constitutes copyright infringement, please contact us.
We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. If you repeatedly infringe other people's intellectual property rights, we will disable your account.
11. Ending These Terms
The Terms will continue to apply until terminated by either you or soundBYTE. You may end your legal agreement with soundBYTE at any time for any or no reason by deactivating your account(s) and discontinuing your use of the Services. If you stop using the Services without deactivating your accounts, your accounts may be deactivated due to prolonged inactivity.
We may suspend or terminate your accounts or cease providing you with all or part of the Services at any time for any or no reason. We will make reasonable efforts to notify you by the email address associated with your account or the next time you attempt to access your account. In all such cases, the Terms shall terminate, including, without limitation, your license to use the Services, except that the following sections shall continue to apply: 5, 6, 8, 9, 11, 12, and 13.
Nothing in this section shall affect soundBYTE's rights to change, limit or stop the provision of the Services without prior notice, as provided above in section 1.
12. Disclaimers and Limitations of Liability
This section limits the liability of soundBYTE and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the "soundBYTE Entities"). Each of the subsections below only applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have which may not be lawfully limited.
A. The Services are Available "AS-IS"
Your access to and use of the Services or any Content are at your own risk. You understand and agree that the Services are provided to you on an "AS IS" and "AS AVAILABLE" basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the soundBYTE Entities disclaim all warranties and conditions, whether express or implied, of merchantability or non-infringement.
The soundBYTE Entities make no warranty or representation and disclaim all responsibility and liability for: (i) the accuracy, availability, reliability, security, or timeliness the Services or any Content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services or any Content; (iii) the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services; and (iv) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from the soundBYTE Entities or through the Services, will create any warranty or representation not expressly made herein.
B. Links
The Services may contain links to third-party websites or resources. You acknowledge and agree that the soundBYTE Entities are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by the soundBYTE Entities of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
C. Limitation of Liability
To the maximum extent permitted by applicable law, the soundBYTE Entities shall not be liable for any consequential, incidental, indirect, punitive, or special damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, good-will, use, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Services; (ii) any conduct or content of any third party on the Services, including without limitation, any defamatory, offensive, or illegal conduct of other users or third parties; (iii) any content obtained from the Services; or (iv) unauthorized access, alteration, or use of your transmissions or content. In no event shall the aggresgate liability of the soundBYTE Entities exceed the greater of one hundred U.S. dollars (U.S. $100.00) or the amount you paid soundBYTE, if any, in the past six months for the Services giving rise to the claim.
Under no circumstances will the soundBYTE Entities be liable to you for any loss or damage of any kind (including, without limitation, for any direct, indirect, economic, special, consequential, incidental, punitive, or exemplary losses or damages) that are directly or indirectly related to (i) the Service; (ii) the Content: (iii) user content; (iv) your use of, inability to use, or the performance of the Service; (v) any action taken in connection with an investigation by the soundBYTE Entities or law enforcement authorities regarding your or any other party's use of the Service; (vi) any action taken in connection with copyright or other intellectual property owners; (vii) any errors or omissions in the Service's operation; or (viii) any damage to any user's mobile device, computer, or other equipment or technology including, without limitation, damage from any security breach or from any bugs, tampering, fraud, omission, error, virus, delay in operation, interruption, defect, or delay in transmission, computer line or network failure or any other technical or other malfunction, including without limitation, damages for lost profits, work stoppage, loss of data, loss of goodwill, accuracy of results, or computer failure or malfunction, even if foreseeable or even if the soundBYTE Entities have been advised of or should have known of the possibility of such damages, whether in an action of contract, negligence, liability, or tort, including, without limitation, whether caused in whole or in pary by negligence, telecommunications failure, theft, acts of God, or destruction of the service). In no event will the soundBYTE Entities be liable to you or anyone else for damage, injury, or loss, including, without limitation, death or personal injury. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply.
You agree that in the event you incur any damages, injuries, or losses that arise out of soundBYTE's acts or omissions, the damages, if any, caused to you are not irreparable or sufficient to entitle you to an injunction preventing any exploitation of any website, service, product, property, or other content owned or controlled by the soundBYTE Entities, and you will have no rights to enjoin or restrain the development, distribution, advertising, production, exploitation, or exhibition of any website, property, service, product, or other content owned or controlled by the soundBYTE Entities. By accessing the Service, you agree that you may be waiving rights with respect to claims that are at this time unknown or unsuspected, and in accordance with such waiver, you acknowledge that you have read and understand, and hereby expressly waive, the benefits of the civil code of Illinois, and any similar law of any state or territory. soundBYTE is not responsible for the actions, data, content, information, or other content of third parties, and you release us, our directors, employees, officers, and agents from any claims and damages, known and unknown, arising out of or in any way connected with any claim you have against any such third parties.
The limitations of this subsection shall apply to any theory of liability, whether based on contract, statute, warranty, tort (including negligence), or otherwise, and whether or not the soundBYTE Entities have been informed of the possibility of any such damage.
You and any third party for whom you operate an account or activity on the Service agree to defend (at soundBYTE's request), indemnify and hold the soundBYTE Parties harmless from and against any claims, damages, expenses, liabilities, and losses, including without limitation, reasonable attorney's fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities on the Service or those conducted on your behalf): (i) your Content or your access to or use of the Service; (ii) your breach or alleged breach of these Terms; (iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (v) any misrepresentation made by you. You will cooperate as fully required by soundBYTE in the defense of any claim. soundBYTE reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of soundBYTE.
13. Additional Terms
A. Waiver and Severability
The failure of soundBYTE to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
B. Controlling Law and Jurisdiction
These Terms and any action related thereto will be governed by the laws of the State of Illinois without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings or litigation arising in connection with the Services will be brought solely in the federal or state courts located in Cook County, Illinois, United States, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.
If you are a federal, state, or local government entity in the United States using the Services in your official capacity and legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you. For such U.S. federal government entities, these Terms and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of Illinois (excluding choice of law).
For any action at law or in equity relating to the arbitration provision of these Terms, the Excluded Disputes or if you opt out of the agreement to arbitrate, you agree to resolve any dispute you have with soundBYTE exclusively in a state or federal court located in Chicago, Illinois, and to submit to the personal jurisdiction of the courts located in Cook County for the purpose of litigating all such disputes.
If any provision of these Terms is held to be unlawful, void, or for any reason unenforceable during arbitration or by a court of competent jurisdiction, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. soundBYTE's failure to insist upon or enforce strict performance of any provision of these Terms will not be construed as a waiver of any provision or right. No waiver of any of these Terms will be deemed a further or continuing waiver of such term or condition or any other term or condition. soundBYTE reserves the right to change this dispute resolution provision, but any such changes will not apply to disputes arising before the effective date of the amendment. This dispute resolution provision will survive the termination of any or all of your transactions with soundBYTE.
C. Territorial Restrictions
The information provided within the Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject soundBYTE to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of the Service or any portion of the Service, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, product, program, service, or other feature that soundBYTE provides.
Software related to or made available by the Service may be subject to United States export controls. Thus, no software from the Service may be downloaded, exported or re-exported: (a) into (or to a national or resident of) any country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading any software related to the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.
D. Entire Agreement
These Terms and our Privacy Policy are the entire and exclusive agreement between soundBYTE and you regarding the Services (excluding any services for which you have a separate agreement with soundBYTE that is explicitly in addition or in place of these Terms), and these Terms supersede and replace any prior agreements between soundBYTE and you regarding the Services. Other than members of the group of companies of which soundBYTE, LLC is the parent, no other person or company will be third party beneficiaries to the Terms.
If you are using the Service on behalf of a legal entity, you represent that you are authorized to enter into an agreement on behalf of that legal entity. These Terms constitute the entire agreement between you and soundBYTE and governs your use of the Service, superseding any prior agreements between you and soundBYTE. You will not assign the Terms or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of soundBYTE. Any purported assignment or delegation by you without the appropriate prior written consent of soundBYTE will be null and void. soundBYTE may assign these Terms or any rights hereunder without your consent. If any provision of these Terms is found by a court of competent jurisdiction to be invalid or otherwise unenforceable, the parties nevertheless agree that such portion will be deemed severable from these Terms and will not affect the validity and enforceability of the remaining provisions, and the remaining provisions of the Terms remain in full force and effect. Neither the course of conduct between the parties nor trade practice will act to modify the Terms. These Terms do not confer any third-party beneficiary rights.
We may revise these Terms occasionally. If the revision, in our sole discretion, is material we will notify you via an update or email to the email address associated with your account. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.
These Terms are an agreement between you and soundBYTE, LLC, P.O. Box 46164, 5424 West Devon Avenue, Chicago, IL 60646 U.S.A. If you have any questions about these Terms, please contact us.
These Terms of Use were written in English (U.S.). To the extent any translated version of these Terms of Use conflicts with the English version, the English version controls.
Effective: August 1, 2016