AudioMicro Terms of Service

8/14/2019 AudioMicro Terms of Service

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TERMS OF SERVICE

INTRODUCTION

Welcome to AudioMicro.com. This website is maintained as a service to our customers,clients and content providers.

Please read the following Terms of Service carefully before using the AudioMicroService, so that you are aware of your legal rights and obligations with respect to

AudioMicro and the Service.

These Terms of Service together with all updates, additional terms and all of

AudioMicros rules and policies, including but not limited to our Content ProviderAgreement, Content License Agreement and our Privacy Policy, as applicable,

collectively constitute the contract between you and AudioMicro. By using the Service,

you accept the terms of these Terms of Service. Further, you agree to ensure that anyonewho uses the Service on your computer or anyone who uses the Service using your

AudioMicro account also abides by these Terms of Service. AudioMicro has the right to

revise these Terms of Service at any time without providing notice to its users. Yourcontinued use of the Service shall be deemed acceptance of any revisions or

modifications to these Terms of Service. You can view the most recent version of these

Terms of Service at any time by going to www.AudioMicro.com and clicking on the link

labeled Legal and then clicking on the link labeled Terms of Service.

We reserve the right to change, modify, suspend or discontinue any portion of the Service

at any time. We may also impose limits on certain features or restrict your access to partsor the entire Service without notice or liability.

If you do not agree to these Terms of Service, do not use this website.

ARTICLE 1 DEFINITIONS

1.1 Content

Any Sound Recording available for download or preview through the Service, includingbut not limited to stock music, production music, music cues, production elements, sound

effects and the like (each one a "Sound Recording" and together "Sound Recordings" as

further defined below) regardless of whether such Content is obtained via download fromthe AudioMicro.com, delivered via any Storage Media that is now known or may become

known in the future, or obtained from a third party authorized by AudioMicro to

distribute or perform the Content, together with all accompanying material.


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1.2 Content Provider

Any person or entity or their agent or the like who makes a Sound Recording availablefor download on AudioMicro.com through acceptance of this Content Provider

Agreement.

1.3 Invoice

Any computer-generated or printed form or document provided by AudioMicro, or anyAudioMicro authorized third parties, that sets forth, without limitation, the specific

parties contracting for use of the Content selected, the limitations on the license (as

applicable) of the Content and the corresponding price(s) for the license of such Content.

The term "Invoice" includes any confirmation pages, or receipts provided to you inconnection with an on-line payment transaction that contain additional licensing terms.

1.4 The Service

The "Service" is defined as follows: Any content, licenses and services available through

http://www.AudioMicro.com/.

1.5 Sound Recording or Sound Recordings

Any sound recording, including but not limited to stock music, production music, musiccues, production elements, sound effects and the like (each one a "Sound Recording" and

together "Sound Recordings") recorded by you.

1.6 Storage Media

Any USB Flash Drive, CD-ROM, digital video disc (DVD), floppy disk, or any other

storage device or media now known, or hereafter created.

1.7User

The individual, legal entity or agent (referred to in most contexts as either Content

Provider or licensor pursuant to a Content Provider Agreement or as a customer orlicensee pursuant to a Content License Agreement) entering into or potentially entering

into a contract with AudioMicro or any employee or contractor of such individual, legal

entity or agent that edits, manipulates, performs, mechanically reproduces, synchronizesor modifies Sound Recordings or Content or is otherwise directly involved in the creative

process. All Users shall use the Service in accordance with the terms and conditions of

these Terms of Service and, as applicable, Content Provider Agreement, a ContentLicense Agreement or both.

1.8 You or Your


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Refers to a single: (i) individual, (ii) legal entity (corporation, partnership, LLC, sole

proprietorship, etc.), or (iii) agent acting on behalf of a single individual or entity.

ARTICLE 2 ELIGIBILITY

The Service is available only to, and may only be used by, individuals who can formlegally binding contracts under applicable law. Only individuals over the age of 18 may

use the Service without first obtaining the consent of a parent or legal guardian and

providing written proof of consent to AudioMicro. For more information regardingeligibility of minors please review our Minor Authorization and Consent form at

http://www.audiomicro.com/legal-doc/minor-authorization-and-consent-form . The

Service is not available to persons under the age of 18 who have not provided

AudioMicro with written consent of a parent or legal guardian.

Whether you are a Content Provider of a customer or both, if your AudioMicro account is

suspended for any reason, the Service is not available to you.

This website is intended for adults only. This website is not intended for children underthe age of 13.

ARTICLE 3 ACCOUNT INFORMATION

3.1 To obtain access to the Service, you have to sign up with AudioMicro and apply for

an AudioMicro account (an "Account"). Once you are granted an Account, you becomean AudioMicro account holder. As an AudioMicro account holder you may choose to

upload and license Sound Recordings to AudioMicro or download or license Content

from AudioMicro.

We reserve sole discretion over whether to grant you an Account.

3.2 You agree to provide complete, true and accurate information required to register

with the Service, including but not limited to your e-mail address and credit cardinformation ("Registration Data"). You further agree that we may store and use your

Registration Data for use in maintaining your Account and billing fees to your credit

card.

3.3 You are responsible for maintaining the confidentiality of your Account, and you

shall not distribute this information or allow others to use this information to gain access

to the Service. You shall be liable for payment for all Sound Recordings downloaded byyou and by others using your Account without respect to whether Sound Recordings were

downloaded with your permission or knowledge prior to the time that you notify us of

any unauthorized use of your Account.

ARTICLE 4 UPLOADING SOUND RECORDINGS

By uploading Sound Recordings, you agree to the terms and conditions as set in our
http://www.audiomicro.com/legal-doc/minor-authorization-and-consent-formhttp://www.audiomicro.com/legal-doc/minor-authorization-and-consent-form


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Content Provider Agreement which is available at AudioMicro.com and is incorporated

into these Terms of Service by reference.

Pursuant to the terms of our Content Provider Agreement, AudioMicro may delete, move,

refuse to accept or edit any Sound Recording uploaded by you that are deemed

unacceptable in AudioMicro's sole discretion. Thus, if any one of your uploaded SoundRecordings is deemed unacceptable, it may be deleted or moved to the "Free Clips"

section of AudioMicro.com.

ARTICLE 5 DOWNLOADING SOUND RECORDINGS

5.1Limited License

Subject to the terms of these Terms of Service and, as applicable, our Content License

Agreement, AudioMicro grants you a perpetual, single use, non-exclusive, non-

sublicensable, non-assignable, license to (i) synchronize Content with visual productions

and the like, (ii) mechanically reproduce, record and/or duplicate the Content for privateuse and perform electrical transcription of the Content for private use and (iii) publicly

perform the Content in a place open to or generally available to the public or transmit theContent by means of any device (internet, broadcast, telephone, wire, wireless phone,

etc.) to the public.

For the avoidance of doubt, your license to synchronize Content with visual productions

gives you license during the Term of your Content License Agreement to synchronize theSound Recordings to television programs, radio commercials, TV commercials, websites

(in a streaming format only), corporate videos, power point presentations and the like.

This license shall continue in perpetuity for any media created hereunder during the

Term, but shall not be applicable to any media created after the Term's expiration ortermination. This license remains subject to all applicable copyright laws and in no way

should be construed to grant you copyright in the Content.

All other rights in and to the Sound Recordings and accompanying materials are

explicitly reserved by AudioMicro and/or its Content Providers, as applicable.

5.2 Your Limited Rights as Account Holder

You shall not sell, assign, rent, lease, distribute, act as an intermediary or provider, orotherwise grant rights to third parties with regard to Content downloaded by you.

However, you may sell, assign, rent, lease, or otherwise distribute original media created

by you under these Terms of Service, provided that any such third party buyer, assignee,

renter, leasee, or distributor agrees to and is bound by the terms and conditionshereunder.

5.3 Obligation to Preserve All Sound Recordings in their Original Form

You shall not undertake, cause, permit or authorize the modification of or the creation of


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derivative works or translation of Sound Recordings in the manner contemplated by

Section 5.4 of these Terms of Sevice.

5.4 Unauthorized Use of Sound Recordings

Sound Recordings shall not be used unaccompanied and shall not be used as a solo item.Further, Sound Recordings shall not be incorporated into other music catalogues or any

format or device capable of reproducing the Sound Recordings as a solo item. Sound

Recordings shall not be used in a way that could be considered defamatory,pornographic, libelous, immoral, obscene, fraudulent, or illegal. Any such use provides

grounds for AudioMicro to suspend your Account.

5.5Agreement to Pay All Fees Associated with Downloading and/or Licensing

Content

You agree that you are jointly and severally liable for all fees associated with

downloading and/or Licensing Content from AudioMicro and further agree to be boundby the terms and conditions of our Content License Agreement. See Article 6 of these

Terms of Service.

5.6 Ownership

All Content available on AudioMicro.com is and shall be continue to be the property ofimageCollect, Inc. or its Content suppliers and/or Licensors and is protected under

applicable copyright, patent, trademark, and other proprietary rights. Any copying,

redistribution, use or publication by you of any such Content or any part ofAudioMicro.com is prohibited, except as expressly permitted in these Terms of Service.

Under no circumstances will you acquire any ownership rights or other interest in any

Content by or through your use of AudioMicro.com.

5.7 No License Granted for Free Clips

All Content downloaded for free from this website is for the downloaders personal

enjoyment only and is not to be used for any other purpose. No license or right of any

sort is granted to you by us when you preview and/or download a Free Clip at or from

AudioMicro.com.

ARTICLE 6 FEES AND PAYMENTS

6.1 General

Uploading Sound Recordings pursuant to the terms of our Content Provider Agreement isfree. Fees are charged to Accounts for downloading Sound Recordings pursuant to the

terms and conditions of our Content License Agreement. You agree to pay for each

Sound Recording you download (i.e., Content) and each Account credit package you maypurchase through the Service. You agree that we may charge your credit card for any


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Sound Recording and/or credit package purchased and for any additional amounts due

(including but not limited to taxes, late fees and applicable credit card fees).

6.2Default Currency is U.S. Dollars

All Account transactions are made and displayed in U.S. Dollar unless otherwisespecified and may be subject to exchange rates.

6.4All Payments by Credit Card and / or PayPal

You shall make payments using a major credit card accepted by AudioMicro or usingPayPal.

6.3Automatic Fee Billing

Any fees applied to your account will be billed automatically to the credit card and / or

PayPal account you designate during the Service registration, purchase, and sign upprocess. After you become an Account holder you are free to designate another creditcard for billing provided the credit card account holder of the card is the same as the card

used for registration.

6.5 We Reserve the Right to Change Our Fees

We reserve the right to change our fees at any time. We shall provide you withreasonable notice of any changes to our fees and we agree to use the email address

provided by you during registration or, as we deem necessary, any other email address

provided by you during your dealings with AudioMicro to provide you with email notice

of any changes to our fees.

ARTICLE 7 TERMINATION

AudioMicro shall be entitled to terminate any agreement between you and AudioMicro

and/or your Account or both at its sole discretion and without any notice to you if we

believe that you have failed to comply with any provision of these Terms of Service.Upon termination you shall remain liable for all fees and amounts due under your

Account.

ARTICLE 8 PROPRIETARY RIGHTS

8.1 You acknowledge and agree that the Service contains proprietary information and

material that are owned by AudioMicro and its licensors or both and that this informationand material are protected by applicable intellectual property rights, including but not

limited to copyright, trademark and patents.

8.2 Nothing in these Terms of Service intends to transfer any intellectual property rights

to, or to vest any intellectual property rights in you. You are only entitled to the limited


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use of the Sound Recordings granted to you in these Terms of Service. You shall not take

any action to jeopardize, limit or interfere with others' intellectual property rights. You

acknowledge and agree that any unauthorized use of others' intellectual property rights isa violation of these Terms of Service as well as a possible violation of intellectual

property laws, including without limitation copyright law, trademark law and patent law.

8.3 You agree that you will not remove, obscure, make illegible or alter any notices or

indications of either intellectual property rights or AudioMicros rights and ownership

thereof.

ARTICLE 9 ACCESS AND INTERFERENCE

9.1 You acknowledge and agree to use the Service solely for lawful purposes. Access tothe Service may be terminated without notice should you be deemed to be using your

Account for any unlawful purpose.

9.2 You agree that you shall not use any robot, spider, scraper or other automated meansto access the Service for any purpose without the express written consent of AudioMicro.

Use of a robot, spider, scraper or other automated means to access the Service isprohibited unless AudioMicro consents in writing to such use. Anyone using a robot,

spider, scraper or other automated means to access the Service without the express

written consent of AudioMicro shall be denied access to the Service and liable for fees

associated with any downloads as well as separate fees as described in the applicableContent License Agreement.

9.3 You agree that you shall not: (i) take any action that imposes, or may impose in oursole discretion an unreasonable or disproportionately large load on our infrastructure; (ii)

copy, reproduce, modify, create derivative works from, distribute or publicly display any

content from the Service without our prior expressed written permission and theappropriate third party, as applicable; (iii) interfere or attempt to interfere with the proper

working of the Service; or (iv) harvest or collect information about the users or members

of the Service; or (v) use such information for the purpose of transmitting or facilitatingtransmission of unsolicited bulk electronic e-mail or communications.

9.4 Further, your activities through the Service shall not: (i) be false, inaccurate or

misleading; (ii) infringe any third party's copyright, patent, trademark, trade secret orother proprietary rights or rights of publicity or privacy; (iii) violate any law, statute,

ordinance or regulation; (iv) contain any viruses, Trojan horses, spyware, worms, time

bombs, cancelbots, easter eggs or other computer programming routines that maydamage, detrimentally interfere with, surreptitiously intercept or expropriate any system,

data or personal information.

ARTICLE 10 NOTIFICATION OF COPYRIGHT INFRINGEMENT

AudioMicro will investigate notices of copyright infringement and take appropriate

actions. If you believe that your work has been used or copied in a way that constitutes


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copyright infringement and such infringement is occurring on

http://www.audiomicro.com/, send us a notice at Legal[at]AudioMicro.com containing:

(i) a physical or electronic signature of the copyright owner or person authorized to act onbehalf of the copyright owner; (ii) a description of the copyrighted work or works that

you claim have been infringed and identification of what material in such work(s) is

claimed to be infringing; (iii) a description of where the material that you claim isinfringing is located on the AudioMicro website; (iv) information sufficient to permit

AudioMicro to contact you, such as your physical address, telephone number or email

address; (v) a statement that you have a good faith belief that the use of the material youidentified is not authorized by the copyright owner, its agent, or the law; and (vii) a

statement by you that the information in your notice is accurate and, under penalty of

perjury, that you are the copyright owner or authorized to act on the copyright owner's

behalf.

Our Copyright Agent for Notice of claims of copyright infringement on the Site can be

reached as follows: By mail: AudioMicro 13351-D Riverside Drive, #219, Sherman

Oaks, CA 91423 ; By E-mail: Legal[at]AudioMicro.com.

ARTICLE 11 BREACH

Without limiting other remedies, we may limit your activity, immediately remove your

Account and/or Sound Recordings, warn our community of your actions, issue a warning,

temporarily suspend, indefinitely suspend or terminate your membership and refuse toprovide our services to you if: (a) you breach these Terms of Service or the documents it

incorporates by reference; (b) we are unable to verify or authenticate any information you

provide to us; or (c) we believe that your actions may cause financial loss or legalliability for you, our users or us.

ARTICLE 12 LINKS

We may provide links to other sites that we feel are relevant and interesting to our users

("Link Sites"). AudioMicro is not responsible for the content on the Link Sites and is notresponsible for the accuracy of the information and intellectual property notices therein.

Some of these Link Sites may provide you with opportunities to purchase products. We

do not endorse any of the products nor do we make any representations or warranties in

connection with the products.

ARTICLE 13 PRIVACY

We do not sell or rent your personal information to third parties for their marketing

purposes without your consent and we only use your information as described in the

Privacy Policy which is incorporated into these Terms of Service by reference.

Please review our Privacy Policy available by going to www.audiomicro.com and

clicking on the link labeled "Privacy Policy." By using the Service, you agree to the

terms of our Privacy Policy. If you object to your information being transferred or used


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in conformance with our Privacy Policy do not use our Service.

We reserve the right, and you authorize us, to use and assign all information regardingsite uses by you and all information provided by you in any manner consistent with our

Privacy Policy.

Specifically, we reserve the right to and you agree through your use of the Service to

allow us to use your username and site logo to promote AudioMicro andAudioMicro.com and our affiliates.

ARTICLE 14 NO WARRANTY

ALL MATERIALS, INFORMATION, PRODUCTS AND SERVICES INCLUDED IN

OR AVAILABLE THROUGH AUDIOMICRO.COM ARE PROVIDED "AS IS" AND

"AS AVAILABLE" FOR YOUR USE AND WITHOUT WARRANTIES OF ANY

KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE, OR NONINFRINGEMENT. WE, OUR SUBSIDIARIES,AND OUR LICENSORS DO NOT WARRANT: (A) THAT MATERIALS,

INFORMATION, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE

THROUGH AUDIOMICRO.COM ARE ACCURATE, RELIABLE OR CORRECT; (B)THAT AUDIOMICRO.COM WILL BE AVAILABLE AT ANY PARTICULAR TIME

OR LOCATION; (C) THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED;

OR (D) THAT THE MATERIALS, INFORMATION, PRODUCTS AND SERVICES

INCLUDED IN OR AVAILABLE THROUGH AUDIOMICRO.COM ARE FREE OFVIRUSES OR OTHER HARMFUL COMPONENTS.

YOUR USE OF AUDIOMICRO.COM AND THE SERVICE IS SOLELY AT YOURRISK.

ARTICLE 15 AUDIOMICRO'S LIMITED LIABILITY

UNDER NO CIRCUMSTANCES SHALL WE, OUR DIRECTORS, OFFICERS,

EMPLOYEES, AFFILIATES, SUBSIDIARIES, OR OUR LICENSORS BE LIABLE

FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL,CONSEQUENTIAL, OR OTHER DAMAGES UNDER ANY OTHER LEGAL

THEORY THAT RESULT FROM THE USE OF, OR INABILITY TO USE THE

SERVICE OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USEOF THE SERVICE, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A

RESULT OF THE USE OF ANY SOUND RECORDING OR PRODUCT MADE

AVAILABLE THROUGH THE SERVICE. THIS LIMITATION APPLIES WHETHERTHE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE,

STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF AUDIOMICRO HAS BEEN

ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.


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THE EXTENT THAT AUDIOMICRO IS FOUND LIABLE BY A COURT OF LAW,

THAT LIABILITY, AND THE LIABILITY OF OUR DIRECTORS, OFFICERS,

EMPLOYEES, AFFILIATES, SUBSIDIARIES, OR OUR LICENSORS TO YOU ORANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE AMOUNT

OF DOWNLOAD OR LICENSE FEES EXCLUDING LATE FEES, CREDIT CARD

FEES AND TAX FEES YOU PAID TO AUDIOMICRO IN THE 12 MONTHS PRIORTO THE ACTION GIVING RISE TO LIABILITY

ARTICLE 16 Your Representations and Warranties

You represent and warrant that you are authorized to enter into our Terms of Service and

comply with its terms and conditions. Furthermore, you represent and warrant that you

will at any and all times meet with your obligations hereunder, as well as any and alllaws, regulations and policies that may apply to the use of the Service.

ARTICLE 17 INDEMNIFICATION

You agree to indemnify, defend and hold AudioMicro, its subsidiaries, affiliates,

directors, officers, employees advisers, lenders and investors harmless from and againstany and all liability and costs, including reasonable attorneys' fees incurred by said

parties, in connection with or arising out of your (a) violation or breach of any term of

these Terms of Service or any applicable law, regulation, policy or guideline, whether or

not referenced herein, (b) violation of any rights of any third party, (c) use or misuse ofthe Service or (d) use or misuse of AudioMicro.com.

ARTICLE 18 GENERAL PROVISIONS

18.1Modification of Terms of Service

AudioMicro reserves the right to modify these Terms of Service at any time by

publishing the revised Terms of Service on AudioMicro.com. Your continued use of the

Service shall constitute your acceptance of the terms and conditions of the revised Termsof Service.

18.2Entire Agreement

The terms and conditions of these Terms of Service constitute the entire agreement

between you and AudioMicro with respect to the subject matter hereof and will supersede

and replace all prior understandings and agreements, in whatever form, regarding thesubject matter.

18.3 Severability

Should any term or provision of these Terms of Service be deemed invalid, void or

enforceable either in its entirety or in a particular application, the remainder of these

Terms of Service shall nonetheless remain in full force and effect.


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18.4No Waiver

Unless expressly waived in writing and signed by AudioMicro, the failure of AudioMicro

at any time or times enforce any term of these Terms of Service or to require performance

of any obligations under these Terms of Service shall not affect AudioMicro's right at alater time to enforce the same or to require performance of same.

18.5Not Assignable Without Consent

You shall not assign these Terms of Service or any rights hereunder without the prior

written consent of AudioMicro. AudioMicro reserves the right to assign these Terms of

Service or any rights or obligation under these Terms of Service without your consent.

18.6Governing Law

These Terms of Service shall be governed by and construed in accordance with the lawsof the state of California without giving effect to the laws of your actual state or country

of residence.

18.7 Venue

Any legal proceedings arising out of or relating to these Terms of Service shall bebrought solely in the Federal District Court of the District of California and you expressly

consent to the exclusive jurisdiction of the federal courts of the State of California,

United States.

18.8Consent to Service

In relation to legal proceedings arising out of these Terms of Service, you consent to the

service of any required notice or process upon you by registered mail or overnight courier

with proof of delivery.

ARTICLE 19 COMPLIANCE WITH LAWS

You agree to comply with all applicable laws regarding your use of AudioMicro.com.You further agree that information provided by you is truthful and accurate to the best of

your knowledge.

ARTICLE 20 HOW TO CONTACT US

Contact us by clicking here:

http://www.audiomicro.com/contact-us
http://www.audiomicro.com/contact-ushttp://www.audiomicro.com/contact-us


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Or contact us by email at:

AudioMicro[at]AudioMicro.com

Or contact us by mail at:

AudioMicro, Inc.

13351-D Riverside Drive, #219

Sherman Oaks, CA 91423

Or contact us by phone / facsimile at:

1-800-804-2171 phone(320) 451-3838 fax

Documents

AudioMicro Terms of Service