TERMS OF SERVICE
on April 23, 2009
READ THESE TERMS OF SERVICE CAREFULLY; THIS IS A BINDING CONTRACT.
and related Audiolife Internet widget applications (the “Web Site”),
are an on-line music production, distribution and promotional service
made available to you by INHANCE MEDIA, a California Corporation (“Inhance
Media,” “we” or “us”). The Web Site
enables registered account holders to promote, sell, distribute content
and products throughout the web and allows users to browse, preview
and purchase such content and products that are made available through
the Web Site.
All of the
services available through the Web Site, whether offered by us or our
business partners are referred to herein as the “Services.”
Certain Services may require you to agree to additional terms and conditions.
A full description of the Services available through the Web Site and
the fees associated with such Services can be found here.
We may amend
these TOS at any time by posting the amended TOS on the Web Site, and
you agree that you will be bound by any changes to these TOS. For your
convenience, the date of last revision is included at the top of this
page. We may make changes to the Web Site and/or the Services at any
time. If you do not consent to any of the changes your only remedy is
to terminate your use of the Web Site and/or the Services. You
understand that we may discontinue or restrict your use of the Web Site
and/or the Services for any reason or no reason with or without notice.
Your use of
the WEB Site AND/OR THE SERVICES, or BY
PURCHASING PRODUCTS AND/OR DOWNLOADS THROUGH THE SERVICES, signifies
that you agree to these Tos and constitutes your binding acceptance
of these Tos, including any modifications that WE make from time to
The terms and
conditions contained in these TOS may not be the only terms that apply
to certain activities or transactions you may conduct on the Web Site.
Both these TOS and the Web Site include important information associated
with the Services. Should you wish to create an account to sell
products and/or music downloads through the Web Site, you will also
need to agree to the Artist Services Terms and Conditions [Artist
Services Terms and Conditions URL] (singly, the “T&C”
and collectively with these TOS, the “Web Site Agreements”).
In addition, there may be other documents and agreements that apply
to your use of the Web Site.
Products and Your Payment Responsibilities
You must give
Inhance Media accurate billing and payment information when making purchases
through the Services. You are responsible for all charges incurred in
connection with your purchases through the Services, including all applicable
taxes, fees and surcharges and you authorize Inhance Media to charge
your designated payment method. If Inhance Media does not receive payment
from your designated payment method, you agree to pay all amounts due
upon demand. Every time you use a Service, you reaffirm that (i) Inhance
Media (or its designated vendor acting as Inhance Media's billing agent)
is authorized to charge your designated payment method; (ii) Inhance
Media may submit charges incurred by you for payment; and (iii) you
will be responsible for such charges, even if your membership is canceled
or terminated. Unless you notify Inhance Media of any discrepancies
within thirty (30) days after they first appear on your account statement,
they will be deemed accepted by you for all purposes, including resolution
of inquiries made by your card issuer. You release Inhance Media from
all liabilities and claim of loss resulting from any error or discrepancy
that is not reported to Inhance Media within thirty (30) days of its
first appearance on an invoice or credit card statement. You agree
to pay Inhance Media all reasonable attorney's fees, late fees and costs
incurred by Inhance Media to collect any past due amounts. The fees,
charges and payments hereunder do not include, and you are solely responsible
for, paying any taxes, duties, government levies or other charges imposed
by a taxing or other regulatory authority relating to your use of the
Services. You are solely responsible for arranging payment for any and
all additional or premium charges for your use of any third party services
via the Services.
RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS FEES AND BILLING METHODS,
INCLUDING THE ADDITION OF SUPPLEMENTAL FEES OR SEPARATE CHARGES FOR
CONTENT, OR SERVICES, EFFECTIVE THIRTY (30) DAYS AFTER AN ONLINE POSTING
AT http://www.audiolife.com/. INHANCE MEDIA MAY ADDITIONALLY PROVIDE
NOTICE OF BILLING CHANGES VIA EMAIL. YOUR CONTINUED USE OF THE SERVICE
FOLLOWING THE EFFECTIVE DATE OF A CHANGE TO SUCH FEES AND BILLING METHODS
SHALL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGE.
Orders of physical
products purchased by you through the Services will be delivered within
the time period specified for the delivery method you have selected.
Physical goods purchased through the Services are made pursuant to a
shipment contract. This means that the risk of loss and title for such
items pass to you upon our delivery to the carrier.
purchase a digital download through the Services, we will send you an
email containing a link which will allow you to download the purchased
file to the email address you provided to us when making the purchase.
may use third parties to provide certain services accessible through
the Web Site. Inhance Media does not control those third parties or
their services, and you agree that Inhance Media will not be liable
to you in any way for your use of such services. These third parties
with such terms and policies as well as these TOS when you use these
services. If any such terms or policies conflict with these TOS, agreements
or policies, you must comply with these TOS, agreements or policies,
that all information, data, text, software, music, sound, photographs,
graphics, video, messages or other materials ("Content"),
whether posted to the Web Site community or privately transmitted through
the Web Site, are the sole responsibility of the person from which such
Content originated. This means that you, and not Inhance Media, are
entirely responsible for all Content that you upload, post, email or
otherwise transmit via the Services. We do not control the Content transmitted
via the Services and, as such, do not guarantee the accuracy, integrity
or quality of such Content. Under no circumstances will we be
liable in any way for any Content, including, but not limited to, any
errors or omissions in any Content, or for any loss or damage of any
kind incurred as a result of the use of any Content posted, emailed
or otherwise transmitted via the Services.
You agree to
not use the Service to:
post, email or otherwise transmit any Content that is unlawful, harmful,
threatening, abusive, harassing, tortious, defamatory, vulgar, obscene,
libelous, invasive of another's privacy, hateful, or racially, ethnically
or otherwise objectionable;
minors in any way;
any person or entity or otherwise misrepresent your affiliation with
a person or entity;
post, email or otherwise transmit any Content that you do not have a
right to transmit under any law or under contractual or fiduciary relationships
(such as inside information, proprietary and confidential information
learned or disclosed as part of employment relationships or under nondisclosure
post, email or otherwise transmit any Content that infringes any patent,
trademark, trade secret, copyright or other proprietary rights ("Rights")
of any party;
post, email or otherwise transmit any unsolicited or unauthorized advertising,
promotional materials, "junk mail," "spam," "chain
letters," "pyramid schemes," or any other form of solicitation,
except in those areas that are designated for such purpose;
post, email or otherwise transmit any material that contains software
viruses or any other computer code, files or programs designed to interrupt,
destroy or limit the functionality of any computer software or hardware
or telecommunications equipment;
headers or otherwise manipulate identifiers in order to disguise the
origin of any Content transmitted through the Service;
in any manner that negatively affects other users' ability to use the
with or disrupt the Service or servers or networks connected to the
Service, or disobey any requirements, procedures, policies or regulations
of networks connected to the Service;
or unintentionally violate any applicable local, state, national or
international law, and any regulations having the force of law;
or otherwise harass another; or
or store personal data about other users.
We do not,
and cannot, pre-screen or monitor all Content. You acknowledge
that we may not pre-screen Content, but that Inhance Media and its designees
shall have the right (but not the obligation) in their sole discretion
to refuse posting or moving any Content that is available via the Web
Site and/or Services. Without limiting the foregoing, Inhance Media
and its designees shall have the right to remove any Content that violates
the TOS or is otherwise objectionable, as determined by Inhance Media
in its sole discretion. You agree that you must evaluate, and bear all
risks associated with, the use of any Content, including any reliance
on the accuracy, completeness, or usefulness of such Content. In this
regard, you acknowledge that you may not rely on any Content created
by Inhance Media or submitted to the Web Site, including without limitation
information made available through the Services.
and agree that we may preserve Content and may also disclose Content
if required to do so by law or in the good faith belief that such preservation
or disclosure is reasonably necessary to: (a) comply with legal process;
(b) enforce the TOS; (c) respond to claims that any Content violates
the rights of third-parties; or (d) protect the rights, property, or
personal safety of Inhance Media, its users and the public.
that the technical processing and transmission of the Services, including
your Content, may involve (a) transmissions over various networks; and
(b) changes to conform and adapt to technical requirements of connecting
networks or devices.
may have features that allow you to exchange messages with other users,
submit email messages and/or make public postings of Content through
forums on the Web Site (collectively, “Postings”).
You acknowledge and agree that all Postings are owned by us (and/or
our licensors) and are, at all times, our sole property and/or the sole
property of our licensors. You agree that you may not upload or
otherwise transmit on or through the Web Site and/or the Services any
Posting that is subject to any third-party rights. If and to the
extent you are deemed to have retained, under applicable law, any right,
title or interest in or to any portion of any Posting, you hereby transfer,
grant, convey, assign and relinquish solely and exclusively to us all
of your right, title and interest in and to such Posting, without reservation
and without additional consideration, under applicable patent, copyright,
trade secret, trademark and other similar laws or rights, in perpetuity.
To the extent such assignment is ineffective under applicable law, you
hereby grant to us and our licensors, including without limitation our
respective successors and assigns, the sole and exclusive, irrevocable,
sublicensable, transferable, worldwide, paid-up license to reproduce,
fix, adapt, modify, translate, reformat, create derivative works from,
manufacture, introduce into circulation, publish, distribute, sell,
license, sublicense, transfer, rent, lease, transmit, publicly display,
publicly perform, or provide access to electronically, broadcast, communicate
to the public by telecommunication, display, perform, enter into computer
memory, and use and practice such Posting as well as all modified and
derivative works thereof. To the extent permitted by applicable laws,
you hereby waive any moral rights you may have in any Posting.
of clarity, the above assignment of rights applies solely to Postings,
and does not apply to any Content that is submitted to us by a registered
account holder pursuant to the T&C. The licensing and rights
terms associated with such Content are set forth in the T&C [T&C
and agree that you have no expectation of privacy concerning the submission
of any Posting.
You agree to
indemnify and hold harmless Inhance Media, its partners, parents, subsidiaries,
agents, affiliates and/or licensors, as applicable, from and against
all claims resulting from content, messages, materials and the like
that you post to any Public Area, including sending an email through
6. No Resale of Services
You agree not
to sell or resell any portion of the Services, any use of the Services,
or access to the Services without the explicit permission of Inhance
and Use Limitations
service is designed for personal sampling and use, you are not allowed
to use any automated system for the selection or downloading of files.
With the exception of web browser access, or other applications formally
approved by us in writing, you agree not to use any software, program,
application or any other device to access or log on to the Web Site,
the Services or any Services or to automate the process of obtaining,
downloading, transferring or transmitting any Content to or from Inhance
Media’s computer systems, the Web Site or the Service. Inhance Media,
in addition to any available rights and remedies it may have at law
or in equity, reserves the right to immediately and permanently terminate
your access to the Service if we believe that you are violating this
limitation. Content on the Web Site is offered under limited license
from artists and record labels. Therefore, certain tracks offered
or advertised by Inhance Media may not always be available when you
try to download, and not all tracks are available in all countries.
The Web Site,
and the Services is operated by Inhance Media in the United States.
Those who choose to access the Web Site, and/or the Services from locations
outside the United States do so on their own initiative and are responsible
for compliance with applicable local laws.
You agree that
any submissions you make for electronic purchases or subscriptions constitute
your intent and agreement to be bound by the terms of this Agreement
and to pay for such purchases or subscriptions. Your intent and agreement
to be bound by electronic submissions applies to all records relating
to all transactions you enter into on the Web Site and/or Services,
including notices of cancellation, policies, contracts, and applications.
To the extent that any electronic purchases are offered to you by a
third party on or through the Services, you acknowledge that Inhance
Media shall not be responsible or liable to you for the products or
Practices Regarding Use and Storage
that Inhance Media may establish general practices and limits concerning
use of the Services, including without limitation the maximum number
of days that Postings or other uploaded Content will be retained by
the Services, the maximum number of uploads and downloads that may be
conducted by an account on the Services, the maximum size of any files/documents
that may be sent from or received by an account on the Services, the
maximum disk space that will be allotted on the Web Site's servers on
your behalf. You agree that we have no responsibility or liability for
the deletion or failure to store any messages and other communications
or other Content maintained or transmitted by the Services. You
further acknowledge that we reserve the right to change these general
practices and limits at any time, in our sole discretion, with or without
reserves the right at any time and from time to time to modify or discontinue,
temporarily or permanently, the Services (or any part thereof) with
or without notice. You agree that Inhance Media shall not be liable
to you or to any third party for any modification, suspension or discontinuance
of the Services.
You agree that
Inhance Media, in its sole discretion, may decline to allow you use
of the Services, and remove and discard any Content within the Services,
for any reason, including, without limitation, for lack of use or if
Web Site believes that you have violated or acted inconsistently with
the letter or spirit of the TOS. Inhance Media may also in its sole
discretion and at any time discontinue providing the Services, or any
part thereof, with or without notice. Further, you agree that Web Site
shall not be liable to you or any third-party for any termination of
your access to the Services.
or business dealings with, or participation in promotions of, advertisers,
artists or other third parties found on or through the Services, including
payment and delivery of related goods or services, and any other terms,
conditions, warranties or representations associated with such dealings,
are solely between you and such advertiser, artist or other third party.
You agree that Inhance Media shall not be responsible or liable for
any loss or damage of any sort incurred as the result of any such dealings.
The Web Site
and/or Services may provide, or third parties may provide, links to
other World Wide Web sites or resources. Because Inhance Media has no
control over such sites and resources, you acknowledge and agree that
Inhance Media is not responsible for the availability of such external
sites or resources, and does not endorse and is not responsible or liable
for any Content, advertising, products, or other materials on or available
from such sites or resources. You further acknowledge and agree that
Inhance Media shall not be responsible or liable, directly or indirectly,
for any damage or loss caused or alleged to be caused by or in connection
with use of or reliance on any such Content, goods or services available
on or through any such site or resource.
Media’s Proprietary Rights
and the Audiolife logo are trademarks/service marks of Inhance Media.
Unauthorized use of any Inhance Media trademark, service mark or logo
may be a violation of federal and state trademark laws.
Web Site, Content and the Services are protected by U.S. and international
copyright laws. Except for your use pursuant to these TOS and
the T&C, as applicable, you may not modify, reproduce or distribute
the content, design or layout of the Web Site, Content and/or Services
or individual sections of the content, design or layout of the Web Site
without Inhance Media’s and/or it’s licensors’ express prior written
You agree not
to access the Services by any means other than through the interface
that is provided by Inhance Media for use in accessing the Services.
any questions concerning the Web Site, the Service, billing, these Terms
and Conditions, our TOS or other matters to an Inhance Media customer
service representative by contacting us at firstname.lastname@example.org
purchasing ringtones through the Services are only available through
certain territories. Depending on where you are located you may or may
not be able to purchase ringtones.
for Claims of Copyright Infringement
If you are
a copyright owner or agent thereof and believe that Content posted on
the Web Site or distributed through the Services infringes upon your
copyright, please submit notice, pursuant to the Digital Millennium
Copyright Act (17 U.S.C. § 512(c)) to our Copyright Agent with the
electronic or physical signature of the person authorized to act on
behalf of the owner of the copyright;
a description of the copyrighted work that you claim has been infringed;
the URL of the location on our website containing the material that
you claim is infringing;
your address, telephone number, and email address;
statement by you that you have a good faith belief that the disputed
use is not authorized by the copyright owner, its agent, or the law;
statement by you, made under penalty of perjury, that the above information
in your notice is accurate and that you are the copyright owner or authorized
to act on the copyright owner's behalf.
Agent can be reached by mail at: Inhance Media, Inc., ATTN: COPYRIGHT
AGENT, [ADDRESS], by phone at [FAX NUMBER] or by email
at [EMAIL ADDRESS]. Please note that attachments cannot
be accepted at the email address for security reasons. Accordingly,
any notification of infringement submitted electronically with an attachment
will not be received or processed.
The Web Site
and the Services are not directed toward children under 13 years of
age nor does Inhance Media knowingly collect information from children
under 13. If you are under 13, please do not submit any personally identifiable
information to Inhance Media.
will provide notices of changes to the TOS or other matters by displaying
notices or links to notices to you generally on the Service.
YOUR USE OF
THE WEB SITE AND/OR SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE
PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.
INHANCE MEDIA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
MAKES NO WARRANTY THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS,
(ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE,
(iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES
WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES,
INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH
THE SERVICES WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE
WEB SITE AND/OR SERVICES WILL BE CORRECTED.
DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS
DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE
FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS
FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR
INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM INHANCE MEDIA
OR THROUGH OR FROM THE WEB SITE AND/OR SERVICES SHALL CREATE ANY WARRANTY
NOT EXPRESSLY STATED IN THESE TOS.
states or jurisdictions do not allow the disclaimer of implied warranties,
the foregoing disclaimer may not apply to you.
You agree to
indemnify and hold us and our employees, representatives, agents, affiliates,
directors, officers, managers and shareholders (the "Indemnified
Parties") harmless from any damage, loss, cost or expense (including
without limitation, attorneys' fees and costs) incurred in connection
with any third-party claim, demand or action ("Claim")
brought against any of the Indemnified Parties insofar as such Claim
alleges facts or circumstances that would constitute your breach of
this Agreement, a violation of any law or regulation or an infringement
of any other person’s rights, including but not limited to an
infringement of any copyright or violation of any proprietary or privacy
UNDERSTAND AND AGREE THAT INHANCE MEDIA AND THE INDEMNIFIED PARTIES
SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL
OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS
OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF
INHANCE MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES),
RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii)
THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM
ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES
RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii)
UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;
(iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v)
ANY OTHER MATTER RELATING TO THE SERVICE.
IN NO CASE
SHALL THE LIABILITY OF INHANCE MEDIA OR ANY OF THE RELATED PARTIES EXCEED
THE AMOUNT YOU PAID TO US DURING THE SIX (6) MONTHS PRIOR TO THE TIME
YOUR CAUSE OF ACTION AROSE.
states or jurisdictions do not allow the exclusion or the limitation
of liability for consequential or incidental damages, in such states
or jurisdictions, the liability of Inhance Media and its affiliates
shall be limited to the fullest extent permitted by law.
agree that we would be irreparably damaged if the terms of these TOS
were not specifically enforced, and therefore you agree that we shall
be entitled, without bond, other security, or proof of damages, to appropriate
equitable remedies with respect to breaches of these TOS, in addition
to such other remedies as we may otherwise have available to it under
applicable laws. In the event any litigation is brought by either party
in connection with these TOS, the prevailing party in such litigation
shall be entitled to recover from the other party all the costs, attorneys'
fees and other expenses incurred by such prevailing party in the litigation.
These TOS and
T&C will constitute the entire agreement between you and Inhance
Media and govern your use of the Service, superseding any prior agreements
between you and Inhance Media. You also may be subject to additional
terms and conditions that may apply when you use affiliate services,
third-party content or third-party software. These TOS shall be governed
by and construed in accordance with the laws of the State of California,
United States of America without regard to its conflict of law rules.
Any legal proceeding arising out or relating to this Agreement will
be subject to the exclusive jurisdiction of the State and Federal courts
of Los Angeles County, California and you irrevocably consent to the
jurisdiction of such courts. You further agree not to bring claims on
a representative, class member basis, or as a private attorney general.
The UN Convention on Contracts for the International Sale of Goods is
expressly disclaimed. The failure of Inhance Media to exercise
or enforce any right or provision of the TOS shall not constitute a
waiver of such right or provision. If any provision of the TOS is found
by a court of competent jurisdiction to be invalid, the parties nevertheless
agree that the court should endeavor to give effect to the parties'
intentions as reflected in the provision, and the other provisions of
the TOS remain in full force and effect. You agree that regardless of
any statute or law to the contrary, any claim or cause of action arising
out of or related to use of the Service or the TOS must be filed within
one (1) year after such claim or cause of action arose or be forever
titles in the TOS are for convenience only and have no legal or contractual
any violations of the TOS to the Inhance Media Customer Service Center
via e-mail at: email@example.com.