Effective as of 2021-24-03
Hello, and welcome to the Audea Terms and Conditions of Use ("Terms"). The Terms you see below are important because they:
Thanks for choosing Audea ("Audea," "we," "us," "our"). Audea provides personalized services with social and interactive features for listening to audeas (audio-ideas) and other content as well as other products and services that may be developed from time to time. By signing up or otherwise using any of these Audea services, including all associated features and functionalities, websites and user interfaces, as well as all content and software applications associated with our services (collectively, the "Audea Service" or "Service"), or accessing any music, videos or other content or material that is made available through the Service (the "Content") you are entering into a binding contract with Audea USA Inc.
Your agreement with us includes these Terms and any additional terms that you agree to, as discussed in the Entire Agreement section below, other than terms with any third parties (collectively, the "Agreements"). The Agreements include terms regarding future changes to the Agreements, export controls, automatic renewals, limitations of liability, privacy, waiver of class actions, and resolution of disputes by arbitration instead of in court. If you wish to review the terms of the Agreements, the current effective version of the Agreements can be found on audea's website. You acknowledge that you have read and understood the Agreements, accept these Agreements, and agree to be bound by them. If you don't agree with (or cannot comply with) the Agreements, then you may not use the Audea Service or access any Content.
In order to use the Audea Service and access any Content, you need to (1) be 18 years or older, or be 13 years or older and have your parent or guardian's consent to the Agreements, (2) have the power to enter a binding contract with us and not be barred from doing so under any applicable laws, and (3) reside in the United States. You also promise that any registration information that you submit to Audea is true, accurate, and complete, and you agree to keep it that way at all times.
2 Changes to the Agreements
Occasionally we may make changes to the Agreements. When we make material changes to the Agreements, we'll provide you with notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the Service or by sending you an email. In some cases, we will notify you in advance, and your continued use of the Service after the changes have been made will constitute your acceptance of the changes. Please therefore make sure you read any such notice carefully. If you do not wish to continue using the Service under the new version of the Agreements, you may terminate your account by contacting us.
3 Using Audea
The Audea Service and the Content are the property of Audea or Audea’s licensors. We grant you limited, non-exclusive, revocable permission to make use of the Audea Service, and limited, non-exclusive, revocable permission to make personal, non-commercial use of the Content (collectively, "Access"). This Access shall remain in effect until and unless terminated by you or Audea. You promise and agree that you are using the Audea Service and Content for your own personal, non-commercial use and that you will not redistribute or transfer the Audea Service or the Content.
The Audea software applications and the Content are not sold or transferred to you, and Audea and its licensors retain ownership of all copies of the Audea software applications and Content even after installation on your personal computers, mobile handsets, tablets, wearable devices, speakers and/or other devices ("Devices").
All Audea trademarks, service marks, trade names, logos, domain names, and any other features of the Audea brand ("Audea Brand Features") are the sole property of Audea or its licensors. The Agreements do not grant you any rights to use any Audea Brand Features whether for commercial or non-commercial use.
You agree to abide by our User guidelines and not to use the Audea Service, the Content, or any part thereof in any manner not expressly permitted by the Agreements. Except for the rights expressly granted to you in the Agreements, Audea grants no right, title, or interest to you in the Audea Service or Content.
Third party software (for example, open source software libraries) included in the Audea Service are made available to you under the relevant third party software library's license terms as published in the help or settings section of our desktop and mobile client and/or on our website.
4 Third Party Applications and Devices
The Audea Service is integrated with or may otherwise interact with third party applications, websites, and services ("Third Party Applications") and third party Devices to make the Audea Service available to you. These Third Party Applications and Devices may have their own terms and conditions of use and privacy policies and your use of these Third Party Applications and Devices will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that Audea does not endorse and is not responsible or liable for the behavior, features, or content of any Third Party Application or Device or for any transaction you may enter into with the provider of any such Third Party Applications and Devices, nor does Audea warrant the compatibility or continuing compatibility of the Third Party Applications and Devices with the Service.
5 User-Generated Content
Audea users may post, upload, or otherwise contribute content to the Service (which may include, for example, pictures, text, messages, information, playlist titles, descriptions and compilations, and/or other types of content) ("User Content"). For the avoidance of doubt, "User Content" includes any such content posted to the Audea Support Community as well as any other part of the Audea Service.
You promise that, with respect to any User Content you post on Audea, (1) you own or have the right to post such User Content, and (2) such User Content, or its use by Audea as contemplated by the Agreements, does not violate the Agreements or any other rights set forth within the User guidelines, applicable law, or the intellectual property, publicity, personality, or other rights of others or imply any affiliation with or endorsement of you or your User Content by Audea or any artist, band, label, entity or individual without express written consent from Audea or such individual or entity.
Audea may, but has no obligation to, monitor, review, or edit User Content. In all cases, Audea reserves the right to remove or disable access to any User Content for any or no reason, including User Content that, in Audea’s sole discretion, violates the Agreements. Audea may take these actions without prior notification to you or any third party. Removal or disabling of access to User Content shall be at our sole discretion, and we do not promise to remove or disable access to any specific User Content.
You are solely responsible for all User Content that you post. Audea is not responsible for User Content nor does it endorse any opinion contained in any User Content. YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST AUDEA RELATED TO USER CONTENT THAT YOU POST, THEN, TO THE EXTENT PERMISSIBLE UNDER LOCAL LAW, YOU WILL INDEMNIFY AND HOLD AUDEA HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEY FEES AND COSTS) ARISING OUT OF SUCH CLAIM.
6 Rights You Grant Us
In consideration for the rights granted to you under the Agreements, you grant us the right (1) to allow the Audea Service to use the processor, bandwidth, and storage hardware on your Device in order to facilitate the operation of the Service, (2) to provide advertising and other information to you, and (3) to allow our business partners to do the same. In any part of the Audea Service, the Content you access, including its selection and placement, may be influenced by commercial considerations, including Audea's agreements with third parties. Some Content licensed by, provided to, created by or otherwise made available by Audea (e.g. podcasts) may contain advertising as part of the Content. The Audea Service makes such Content available to you unmodified.
If you provide feedback, ideas or suggestions to Audea in connection with the Audea Service or Content ("Feedback"), you acknowledge that the Feedback is not confidential and you authorize Audea to use that Feedback without restriction and without payment to you. Feedback is considered a type of User Content.
You grant Audea a non-exclusive, transferable, sub-licensable, royalty-free, perpetual, irrevocable, fully paid, worldwide license to use, reproduce, make available to the public (e.g. perform or display), publish, translate, modify, create derivative works from, and distribute any of your User Content in connection with the Service through any medium, whether alone or in combination with other Content or materials, in any manner and by any means, method or technology, whether now known or hereafter created. Aside from the rights specifically granted herein, you retain ownership of all rights, including intellectual property rights, in the User Content. Where applicable and permitted under applicable law, you also agree to waive and not enforce any "moral rights" or equivalent rights, such as your right to be identified as the author of any User Content, including Feedback, and your right to object to derogatory treatment of such User Content.
7 User guidelines
Audea respects intellectual property rights and expects you to do the same. We've established a few ground rules for you to follow when using the Service, to make sure Audea stays enjoyable for everyone. You must follow these rules and should encourage other users to do the same.
The following is not permitted for any reason whatsoever:
Please respect Audea the owners of the Content, and other users of the Audea Service. Don't engage in any activity, post any User Content, or register and/or use a username, which is or includes material that:
You acknowledge and agree that posting any User Content that violates these User guidelines (or that Audea reasonably believes violates these User guidelines) may result in immediate termination or suspension of your Audea account. You also agree that Audea may reclaim your username for any reason.
Please be thoughtful about how you use the Audea Service and what you share. The Audea Service includes social and interactive features, including the ability to post User Content, share content, and make certain information about you public. Remember that shared or publicly available information may be used and re-shared by other users on Audea or across the web, so please use Audea carefully and be mindful of your account settings. Audea has no responsibility for your choices to post material on the Service.
Your password protects your user account, and you are solely responsible for keeping your password confidential and secure. You understand that you are responsible for all use (including any unauthorized use) of your username and password on the Service. If your username or password is lost or stolen, or if you believe there has been unauthorized access to your account by a third party, you must notify us immediately and change your password as soon as possible.
8 Infringement and reporting User Content
Audea respects the rights of intellectual property owners. If Audea is notified by a copyright holder, using the forms provided by Audea, that any Content infringes a copyright, Audea may in its sole discretion remove such Content from the Service, or take other steps that Audea deems appropriate, without prior notification to the user or other party who supplied or posted that Content. If such user or other party believes that the Content is not infringing, he or she may in certain circumstances submit a counter-notification to Audea with a request to restore the removed content, which Audea may or may not honor, in Audea 's sole discretion.
9 Service Limitations and modifications
Audea will make reasonable efforts to keep the Audea Service operational. However, certain technical difficulties, maintenance or testing, or updates required to reflect changes in relevant laws and regulatory requirements, may, from time to time, result in temporary interruptions. Audea reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Audea Service, with advance notice where possible, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the Audea Service or any function or feature thereof.
10 Customer Support
For customer support with account-related and payment-related questions ("Customer Support Queries"), please submit a ticket to our Customer Service department using the Customer Service on the contact us section of our website. We will use reasonable endeavors to respond to all Customer Support Queries within a reasonable time frame but we make no promises that any Customer Support Queries will be responded to within any particular time frame and/or that we will be able to answer any such queries.
11 Export Control
Audea’s products may be subject to U.S. export and re-export control laws and regulations or similar laws applicable in other jurisdictions, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control ("OFAC"), and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State. You warrant that you are (1) not located in any country to which the United States has embargoed goods or has otherwise applied any economic sanctions; and (2) not a denied party as specified in any applicable export or re-export laws or regulations or similar laws applicable in other jurisdictions.
You agree to comply with all applicable export and reexport control laws and regulations, including the EAR, trade and economic sanctions maintained by OFAC, and the ITAR. Specifically, you agree that you shall not – directly or indirectly – sell, export, reexport, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from Audea under the Agreements to any destination, entity, or person prohibited by any applicable laws or regulations of the United States or any other jurisdiction without obtaining prior authorization from the competent government authorities as required by those laws and regulations.
12 Term and termination
The Agreements will continue to apply to you until terminated by either you or Audea. However, you acknowledge and agree that the perpetual license granted by you in relation to User Content, including Feedback, is irrevocable and will therefore continue after expiry or termination of any of the Agreements for any reason. Audea may terminate the Agreements or suspend your access to the Audea Service at any time, including in the event of your actual or suspected unauthorized use of the Audea Service and/or Content, or non-compliance with the Agreements, or if we withdraw Services and/or Content (in which case we shall provide you with reasonable notice in advance of doing so). If you or Audea terminate the Agreements, or if Audea suspends your access to the Audea Service, you agree that Audea shall have no liability or responsibility to you, and Audea will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law. You may terminate the Agreements at any time. This section will be enforced to the extent permissible by applicable law
13 Warrant Disclaimer
YOU UNDERSTAND AND AGREE THAT THE AUDEA SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. AUDEA AND ALL OWNERS OF THE CONTENT MAKE NO REPRESENTATIONS AND DISCLAIM ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER AUDEA NOR ANY OWNER OF CONTENT WARRANTS THAT THE AUDEA SERVICE IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, AUDEA MAKES NO REPRESENTATION NOR DOES IT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY APPLICATIONS (OR THE CONTENT THEREOF), USER CONTENT, DEVICES OR ANY OTHER PRODUCT OR SERVICE ADVERTISED, PROMOTED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE AUDEA SERVICE OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING AND AUDEA IS NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF THE FOREGOING. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM AUDEA SHALL CREATE ANY WARRANTY ON BEHALF OF AUDEA. WHILE USING THE AUDEA SERVICE, YOU MAY HAVE ACCESS TO EXPLICIT CONTENT FILTERING FEATURES, BUT USE OF THESE FEATURES MAY STILL RESULT IN SOME EXPLICIT CONTENT BEING SERVED AND YOU SHOULD NOT RELY ON SUCH FEATURES TO FILTER ALL EXPLICIT CONTENT. THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
THIS SECTION DOES NOT AFFECT YOUR STATUTORY RIGHTS AS A CONSUMER.
14 Limitation and time for filing
YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE AUDEA SERVICE IS TO UNINSTALL ANY AUDEA SOFTWARE AND TO STOP USING THE AUDEA SERVICE. YOU AGREE THAT AUDEA HAS NO OBLIGATION OR LIABILITY ARISING FROM OR RELATED TO THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE AUDEA SERVICE, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, YOUR SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO AUDEA, FOR ANY PROBLEMS OR DISSATISFACTION WITH THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, IS TO UNINSTALL AND/OR STOP USING ANY SUCH THIRD PARTY APPLICATIONS.
IN NO EVENT WILL AUDEA, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (2) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OF OR INABILITY TO USE THE AUDEA SERVICE, DEVICES THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER AUDEA HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; OR (3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE AUDEA SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT MORE THAN THE AMOUNTS PAID BY YOU TO AUDEA DURING THE PRIOR TWELVE MONTHS IN QUESTION.
Nothing in the Agreements removes or limits Audea’s liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence, and, if required by applicable law, gross negligence.
YOU AGREE THAT ANY CLAIM AGAINST AUDEA MUST BE COMMENCED (BY FILING A DEMAND FOR ARBITRATION UNDER SECTION (24.2.1) OR FILING AN INDIVIDUAL ACTION UNDER SECTION (24.2.2) WITHIN ONE (1) YEAR AFTER THE DATE THE PARTY ASSERTING THE CLAIM FIRST KNOWS OR REASONABLY SHOULD KNOW OF THE ACT, OMISSION, OR DEFAULT GIVING RISE TO THE CLAIM; AND THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD.
THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
15 Third party rights
You acknowledge and agree that the owners of the Content and certain distributors (such as app store providers) are intended beneficiaries of the Agreements and have the right to enforce the Agreements directly against you. Other than as set out in this section, the Agreements are not intended to grant rights to anyone except you and Audea, and in no event shall the Agreements create any third party beneficiary rights. Furthermore, the rights to terminate, rescind, or agree to any variation, waiver, or settlement of the Agreements are not subject to the consent of any other person.
If you have downloaded the App from the Apple, Inc. ("Apple") App Store or if you are using the App on an iOS device, you acknowledge that you have read, understood, and agree to the following notice regarding Apple. This Agreement is between you and Audea only, not with Apple, and Apple is not responsible for the Service and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty, then you may notify Apple and Apple will refund any applicable purchase price for the App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (1) product liability claims; (2) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Service and/or your possession and use of the App infringe that third party's intellectual property rights. You agree to comply with any applicable third party terms, when using the Service. Apple, and Apple's subsidiaries, are third party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary of this Agreement. You hereby represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.
16 Entire Agreement
Other than as stated in this section or as explicitly agreed upon in writing between you and Audea, the Agreements constitute all the terms and conditions agreed upon between you and Audea and supersede any prior agreements in relation to the subject matter of these Agreements, whether written or oral.
Please note, however, that certain aspects of your use of the Audea Service may be governed by additional agreements. That could include, for example, access to the Audea Service as a result of a gift card, free or discounted Trials, or together with other services. When you are presented with an offer for such aspects of your use, you will be presented with any related additional agreement, and you may have an opportunity to agree to additional terms.
17 Severability, waiver, and interpretation
Unless as otherwise stated in the Agreements, should any provision of the Agreements be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreements, and the application of that provision shall be enforced to the extent permitted by law.
Any failure by Audea or any third party beneficiary to enforce the Agreements or any provision thereof shall not waive Audea's or the applicable third party beneficiary's right to do so.
As used in these Terms, the words "include" and "including," and variations thereof, will be deemed to be followed by the words "without limitation."
Audea may assign the Agreements, and any of its rights under the Agreements, in whole or in part, and Audea may delegate any of its obligations under the Agreements. You may not assign the Agreements, in whole or in part, nor transfer or sub-license your rights under the Agreements, to any third party.
You agree to indemnify and hold Audea harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of or related to: (1) your breach of the Agreements or any one of them; (2) any User Content you post or otherwise contribute; (3) any activity in which you engage on or through the Audea Service; and (4) your violation of any law or the rights of a third party.
If you have any questions concerning the Audea Service or the Agreements, please contact Audea Customer Service by emailing firstname.lastname@example.org.