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Soundstripe Terms and Conditions of Use For Soundstripe Website, Content, and Services

Last updated: October 28, 2020

This Terms and Conditions of Use for the Soundstripe Website, Content, and Services (“Terms”) is a legally binding agreement between you and Soundstripe, Inc. (Soundstripe", "we" or "us") regarding your use of the Soundstripe.com website at https://www.soundstripe.com (the “Website”), your use of Soundstripe content available via the Website (“Content”) and the services operated by Soundstripe, including without limitation any apps, plugins, executables, or other software provided to you by Soundstripe (collectively, the "Service(s)").

If you are dissatisfied with your experience in using your Soundstripe account, and you have not accessed, used or licensed any Content or Services, you may request that we cancel your Soundstripe account within the first 15 days of setting up your account, in which case we may, in our sole discretion, refund all or a portion of the Fees (however, no refunds are guaranteed after such 15 days).

These Terms automatically renew if you purchase a subscription Plan (for the same length of time as the original term of your Plan). You can cancel at any time by emailing us at help@soundstripe.com or by logging into your account and navigating to the Billing page.

BY USING THIS SITE, OR CONTENT OR SERVICES OFFERED ON THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS.

IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS, PLEASE EXIT THE SITE NOW.

EXCEPT AS SET OUT IN THESE TERMS YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE, ANY CONTENT OR ANY SERVICES AVAILABLE ON THIS SITE, OR THESE TERMS IS TO CEASE USING THE SITE AND/OR THE CONTENT OR SERVICES.

Soundstripe does not sell products for children, but it sells them to adults, who can purchase with a credit card or other permitted payment method. You must be at least 16 years of age to use the Website, Content or Services. If you are between the ages of 16 and 18, you may only use the Website, Content or Services with the consent and involvement of your parent or legal guardian. By accessing, browsing and/or otherwise using the Website, Content or Services, you represent and warrant: (i) that you are at least 18 years of age or (ii) that, as parent or guardian, you agree to these Terms and the Privacy Policy and authorize your child who is between the age of 16 and 18 to use the Website, Content or Services, subject to your responsibility for their conduct.

Please review our Privacy Policy, which also governs your use of the Website, Content, and Services, to understand our practices.

A. The Website

1. Website Access

Subject to your compliance with these Terms, Soundstripe grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of the Website. This license does not include (a) any resale or commercial use of any components of the Website or (b) any collection and use of any product listings, descriptions, or prices or any downloading, copying, or other use of account information. Any use of data mining, robots, or Terms is reserved and retained by Soundstripe or its licensors, suppliers, publishers, rightsholders, or other content providers and any use not explicitly licensed under a written agreement signed by Soundstripe is strictly prohibited. Neither the Website nor any part thereof, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without the express written consent of Soundstripe. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Soundstripe without express written consent. You may not use any meta tags or any other "hidden text" utilizing Soundstripe's name or trademarks without the express written consent of Soundstripe. You may not misuse the Website. As a condition of use of the Website, you represent and warrant that you shall not use the Website for any purpose that is unlawful or prohibited by these Terms. You agree to abide by all applicable local, state, national and international laws and regulations and you shall be solely responsible and liable for all acts or omissions that occur as a result of or while you access the Website. Any licenses granted by Soundstripe terminate if you do not comply with these Terms. You assume all responsibility and risk for the use of this Website and the Internet generally. This Website is provided by Soundstripe on an "AS IS" basis and Soundstripe makes no representations or warranties of any kind, express or implied, as to the operation of this Website or the information, content, materials, or products included on this Website, to the fullest extent permissible by applicable law. Soundstripe disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, non-infringement of intellectual property rights or other proprietary rights, and freedom from errors, viruses, bugs, or other harmful components.

2. User Created Content at the Website

Subject to the Soundstripe Privacy Policy, any communication or material that you transmit to the Website or to us, whether by email or other means, for any reason, will be treated as non-confidential and non-proprietary user content (“User Content”). While you retain all ownership rights to the User Content, you grant us (including our employees and affiliates), a non-exclusive, perpetual, royalty-free, and worldwide right (but not the obligation) to copy, distribute, display, publish, translate, adapt, modify, and otherwise use the User Content for any purpose whatsoever, regardless of the form or medium in which it is used, and including the right to sublicense such rights in the User Content to third parties.

You are solely responsible for any comments, content, or posts you leave on the Website. By posting information on the Website, or by otherwise using any communications service, message board, newsgroup, or other interactive service available on the Website, you agree that you will not post comments, content, messages, links, code or other information that:

  1. is unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, tortious, invasive of another’s privacy, or includes graphic descriptions of sexual or violent content;
  2. victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
  3. infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
  4. consists of unsolicited advertising, junk or bulk email (also known as “spam”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
  5. contains any form of malicious code, files, or programs that are designed or intended to disrupt, damage, or limit the functionality of any software, hardware, or telecommunications equipment or otherwise causes damage, or allows you to obtain unauthorized access to any data or other information of any third party;
  6. breaches the security of, compromises or otherwise allows access to secured, protected or inaccessible areas of this Site, or attempts to gain access to other network or server via your account on this Site; or
  7. impersonates any person or entity, including any of our employees or representatives.

Soundstripe neither endorses nor assumes any liability for any material uploaded or submitted by users on any part of the Website. Although Soundstripe does not pre-screen, police or monitor comments posted on the Website, Soundstripe and its agents reserve the right to remove any and all materials uploaded or submitted that Soundstripe feels does not comply with these Terms or any other rules for our Website, or that are otherwise harmful, objectionable, or inaccurate, in Soundstripe’s sole discretion. Soundstripe is not responsible for any failure or delay in removing such postings.

3. Advertisements

From time to time, the Website may include advertisements offered by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products on the Website. Any such correspondence or promotions, including the delivery of and the payment for goods and services by those third parties, and any other terms, conditions, warranties or representations associated therewith, are solely between you and the advertiser. Soundstripe assumes no liability, obligation or responsibility for any part of any such correspondence or promotion.

4. Third Party Sites, Information and Content at the Website

This Website may redirect or link to other websites on the Internet, or may otherwise include references to information, products or services made available by unaffiliated third parties. While we make every effort to work with trusted, reputable providers, from time to time such sites may contain information, material or policies that some may find inappropriate or personally objectionable. You understand that we are not responsible for the accuracy, completeness, decency or legality of content hosted by third party websites, nor are we responsible for errors or omissions in any references made on those websites. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with the Website or party by us, or any warranty of any kind, either express or implied.

B. Services

As part of the Services Soundstripe may make available certain apps, plugins, executables, or other software, including documentation with respect to such apps, plugins, executables or other software (collectively, “Software”). Soundstripe grants only a non-exclusive, non-transferable, limited license to use a copy of any Software solely for your internal purposes in conjunction with accessing and using the Content and during the term of your respective Plan. You will not:

  1. create or enable the creation of derivative works, modifications, or adaptations of the Software, except for the use of and ownership by Soundstripe (and you agree to assign all rights in such creations to Soundstripe);
  2. engineer, reverse engineer or otherwise create any comparable software to the Software;
  3. distribute or disclose the Software to third parties other than as expressly permitted hereunder;
  4. rent, sublicense or otherwise allow any third party to use the Software; or
  5. use the Software for any purpose other than as set forth in these Terms.

Soundstripe retains all title to the Software and any copies or derivations (whether derivation is created by Soundstripe or you) thereof in any form. You have only a license to use the Software as set out in these Terms. This is not a contract of sale of the Software. All intellectual property rights in and to the Software are retained by Soundstripe. You agree not to remove, deface, or destroy any copyright, patent notice, trademark, service mark, other proprietary markings, or confidential legends placed on or within the Software. All rights not licensed hereunder are expressly reserved by Soundstripe.

You acknowledge that the Software and the attributes of the Software including, without limitation, the design, functionalities, performance characteristics and your evaluation of the Software, and any other non-public verbal or written information that may be supplied by Soundstripe to you or obtained through your access to the Software, are confidential and the proprietary property information of Soundstripe (“Confidential Information”). You will maintain the confidentiality of all Confidential Information in the same manner that you maintain your own confidential information (but with no less than a reasonable degree of care). You will:

  1. not disclose any Confidential Information to any third party without the prior written consent of Soundstripe;
  2. limit internal access to any Confidential Information only to your employees who have a need to access the Software or any Confidential Information; and
  3. not use any Confidential Information for any purpose other than using or accessing the Content.

The obligations set forth in this section will not apply to Confidential Information that you can document:

  1. is generally available to the public other than through a breach of these Terms;
  2. was independently developed by you without reference to Soundstripe’s Confidential Information; or
  3. was already lawfully in your possession at the time of receipt of the Confidential Information from Soundstripe.

The Software may be subject to export restrictions under United States export laws and regulations. You acknowledge your obligations to control access to technical data (as defined by the U.S. Department of Commerce, Office of Export Administration) under U.S. export control laws and regulations and agree to adhere to all applicable U.S. export control laws and regulations regarding any technical data received from Soundstripe.

C. Content

1. Ownership of Content

Content includes any artistic compositions, sound recordings, published works, photos, video, graphics, music, sound effect, or other artistic material that can be viewed and/or licensed by users on our Website. All Content presented to you on this Website is, as between you and Soundstripe, the sole and exclusive property of Soundstripe (or its affiliates and licensors) and is protected by any and all intellectual property and/or other proprietary rights available within the United States. All Content provided by Soundstripe is licensed to you pursuant to and under these Terms. Except as explicitly set out in these Terms, you may not copy, reproduce, modify, republish, upload, post, transmit, resell, or distribute any Content in any form or by any means whatsoever without prior written permission from Soundstripe. Any unauthorized use of Content violates intellectual property interests and could result in criminal or civil penalties. Please note that any single user is limited to fifty (50) downloads of Content per day from the Website. In connection with use of Content other than a Live Stream Project, you shall register such use with Soundstripe using the functionality made available on the Website to generate a license and shall also use reasonable efforts to provide, reasonable to the medium: (i) the name of the author; (ii) the title; (iii) if supplied, the URL associated with the author of the Content (for example, the website address for the band); and (iv) a link to soundstripe.com. You may not implicitly or explicitly imply any connection with, sponsorship or endorsement by Soundstripe or the original creator of the Content with you, your use of Content, or any product or service without our separate prior written permission. In some cases, we may require you to incorporate notices of copyright, trademark, or other proprietary rights that we or the original creator or rights holder in Content requires to be incorporated into any media that contains or uses the Content.

2. Content Plans

  1. We may make certain Content available free of charge for certain purposes, however all such free Content is licensed to you under these Terms (even if you are not charged a Fee for such Content).
  2. Music, sound effect and video Content may be licensed individually (by the music track, sound effect and video) under a transactional license, based upon the Fee charged and collected by Soundstripe. Your license to Content is contingent upon your payment of the appropriate transactional Fee for, and your compliance with the terms, conditions and limitations associated with, the use of the Content (as posted on our Website). Your transactional license to Content shall continue for the full term of the copyright in such Content and you may use, download, reproduce, prepare derivative works, distribute, perform and display the Content for the full term of the copyright in such Content in multiple Projects. You may not use the Content licensed under a transactional license as a standalone work (i.e. not incorporated into a Project).
  3. Soundstripe also offers licenses to music, sound effect and video Content through various types of subscription and team plans (the “Plans”), which Plans can be purchased based upon the type of Content and/or combined into bundles that include multiple types of Content. Please refer to the specific pricing of Plans available. Your license to Content is contingent upon your payment of the appropriate Fee for the specific type of Content or bundle of Content and if you sign up and pay a Fee for a specific Plan, you agree to the terms, conditions and limitations associated with the Plan you choose (as posted on our Website). Your license to use Content under a Plan is limited to the term of your Plan, except as set out in these Terms. After termination or expiration of your Plan, you may not create any new Projects or otherwise prepare any derivatives works using the Content and you may not use the Content as a standalone work (i.e. not incorporated into a Project). You agree that we may change the Plans and the features applicable to the Plans from time to time. The prices displayed on the Website are quoted in U.S. dollars, unless otherwise indicated.
  4. From time to time we may make certain music or sound effect Content available on the Website (“Live Stream Content”) for your use in connection with the streaming of your video content over the internet for a live audience (each, a “Live Streaming Event”). The Content for use in such Live Streaming Event is non-exclusive, non-sublicensable and nontransferable and limited to the right to download, reproduce, prepare derivative works, distribute, perform and display the Live Stream Content solely as combined with your work of authorship and as part of a Live Stream Event for a lawful purpose (each, a “Live Stream Project”). You may reproduce, distribute, perform and display the Live Stream Project solely on the applicable third party platform that hosted the original Live Stream Event on a perpetual basis following the creation of a Live Stream Project but the license grant does not permit you to use any Content used for a Live Stream Project as a standalone work, or after the termination or expiration of your Plan, create any new Live Stream Projects or otherwise prepare any derivatives works from Content or the Live Stream Project that includes the Content. If you have not purchased a Plan or a transactional license for the applicable Content and elect to hold a Live Streaming Event, or distribute a recording of a Live Stream Event as permitted hereunder, through a third party platform provider, such as YouTube, Facebook Gaming, or Twitch, you acknowledge and agree that we are entitled to collect applicable advertising revenue in accordance with the terms and conditions made available by such third party platform provider.

3. Limited License to Content

  1. All Content licenses granted to you are non-exclusive, limited, non-sublicensable, and nontransferable. You may download, reproduce, prepare derivative works, distribute, perform and display the Content solely as combined with your own works of authorship for any lawful purpose (the combination of Content and your own works of authorship is referred to as a “Project”). The term of your license to Content incorporated within a Project is perpetual and allows you to reproduce, distribute, perform and display Projects for any lawful purpose and in compliance with the Terms.
  2. All rights not expressly granted to you by Soundstripe are hereby reserved. You may not sublicense or assign the use of the Content for standalone distribution. You shall not (a) make available, distribute, resell, or perform the Content separately from content into which the Content has been incorporated; (b) use the Content in connection with defamatory, or fraudulent content or in connection with pornographic, unlawful or illegal images (including without limitation adult content or videos, adult entertainment venues, escort services), sounds, or content, or any depictions of illegal activity whatsoever, whether directly or in context or by juxtaposition with other materials; (c) make any change in the language of the Content; (d) change the Content (except incorporating into a larger work is permitted), including altering the harmonic structure or melody of the Content; or (e) remove any proprietary or intellectual property markings or notices on any Content. Certain subscription plans may include additional license limitations, such as limiting the use of an Offering to one or more particular media.

4. Music Cue Sheets

In the event you arrange a public performance of any work that includes Content in connection with any medium that retains valid performance licenses from the American Society of Composers, Authors and Publishers (“ASCAP”), Broadcast Music, Inc. (“BMI”), or other applicable performing rights society, you shall deliver to us a music cue sheet with regard to such work within thirty (30) days of the initial commercial broadcast of such work. Notwithstanding anything else herein, if a work incorporating Content, or part thereof, is distributed through a medium not owned by you, then you acknowledge and agree that such medium must have blanket performance licensing in place with such performance rights organizations, or a separate performance fee must be negotiated in good faith and paid to the publisher.

5. Additional License Terms for Video Content

For Content that is film, video footage or any other audiovisual work (collectively “video Content”), any music, dialogue or other ambient audio contained therein is incidental only and not explicitly licensed under these Terms or your Plan. Accordingly, Soundstripe and its content suppliers make no warranties with regard to, and you are solely responsible for obtaining any additional clearances relating to, any of the music, dialogue or other ambient audio that may be required. In addition to these Terms, the license to the video Content is subject to any special terms that are contained or linked to in the item page for that particular video Content, if any, including restrictions on the number or type of Projects in which the video Content may be used. You may not use "stills" derived from the video Content, except in connection with the in-context marketing, promotion, and advertising of your Project that incorporates the video Content. You are responsible for obtaining rights to Depicted IP in video content (“Depicted IP includes without limitation any audio, building, house, trademark, trade dress, logo, copyrighted design, art, architecture or other works that may be depicted in the video Content). This Agreement does not include any grant of use or license, and Soundstripe has no rights that Soundstripe can license with respect to, Depicted IP (and except for locations for which the specific Content page states that we have a property release). Soundstripe and its content suppliers make no warranties with regard to such Depicted IP. Video Content includes low resolution versions of video Content made available to you for review and evaluation (“Preview”). Notwithstanding anything else in these Terms, (i) no right or license granted to you (other than in this section) or any warranty shall apply to any Preview, (ii) any Preview provided to you may only be used for your internal review and evaluation not exceeding 30 days (and unless you obtain a license under these Terms for the video Content that you Preview, you shall cause all copies of the Preview to be permanently deleted from any and all media), (iii) you will limit access to Previews to your representatives who are informed of these Terms. You may not incorporate the video Content as an element of a digital template for sale or distribution and, except as licensed to you under these Terms, you may not (i) distribute, transmit or publicly display video Content as a template, a standalone file or to others for consumption, reproduction or re-sale, or (ii) superficially modify any raw video Content and sell or license it to others for consumption, reproduction or resale. You may not incorporate any video Content into a logo, trademark or service mark. If you become aware of any unauthorized access, duplication of any video Content, you shall promptly notify Soundstripe via the Website. If you learn that any video Content is subject to a threatened or actual third party claim of infringement, violation of another right, or any other claim, you will promptly notify Soundstripe via the Website. If Soundstripe learns of such a claim, and Soundstripe (in its sole but good faith discretion) determines that such claim raises an inappropriate legal risk, upon notice from Soundstripe, you agree to (i) remove the video Content from your computer systems and storage devices (electronic or physical), and (ii) cease any future use of the video Content (and based upon your compliance with these provisions we may choose to refund your Fees for the applicable video Content or without charge to you provide you with other video content that we determine with your consent, not to be unreasonably withheld or delayed, is comparable, subject to these Terms.

6. Content Availability and Indexing

Once we have selected specific Content available to you under your Plan, we encourage you to download the Content promptly. As a convenience to you we may continue to make the specific Content available to you under your Plan available for re-download, but we do not guarantee that such Content will be available for re-download and Soundstripe will not be liable to you if it becomes unavailable for further re-download. We may add or remove Content from our Plans and our Service at any time and make no guarantee as to the availability of specific Content in any Plan or as to any minimum amount of Content in any Plan. Some of our Content may be offered in limited territories, and we may use geofiltering technology to restrict access outside of those territories. You understand and agree that temporary interruptions of service may occur as normal events that are out of our control. You also understand and agree that we have no control over the third-party networks or service(s) that we may use to provide you with Content. You agree that the Content and Services available on this Site are provided “AS IS” and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any Content, communications, or personalization settings. While we have made reasonable efforts to correctly categorize, keyword, caption, description and title the Content, we do not warrant the accuracy of such information.

7. Content Restrictions

You may not (i) transfer, copy or display Content, except as permitted in these Terms; (ii) sell, rent, lease, distribute, or broadcast any Content except as permitted in these Terms; (iii) remove any proprietary notices or labels on Content; (iv) attempt to disable, bypass, modify, defeat, or otherwise circumvent any digital rights management or other protection system applied to Content or used as part of the Service; or (v) use the Service or Content for any obscene or illegal purpose.

D. Your Account

If you do not have a Soundstripe account, you will need to establish an account with Soundstripe to access the Content and/or use the Services that are licensed for a fee via the website. All use of Content is conditioned upon payment of the appropriate fee (the “Fee”) for the Content that you use (and if you do not pay the appropriate Fee, you may not use the Content included within the Fee). You are responsible for maintaining the confidentiality of your account and password and for restricting access to your account, and you agree to accept responsibility for all activities that occur under your account or password. If you have an individual Plan, you may not share your account or account login and password with anyone else. Some Plans we provide are “team” plans, in which case you may not provide or share your team account or team account login credentials and/or passwords with anyone outside of the covered team and you agree that the administrator for your team Plan will be responsible for providing and monitoring individual access by your team members, as well as revoking individual access covered under the team Plan when any individual leaves the team that is covered by the Plan. A Soundstripe license under a team Plan is a license to the team and not the individuals within the team, even if individuals within the team may have their own access credentials/passwords; individuals that leave a team covered under a team Plan are no longer licensed to use the Content covered under the team Plan (provided that such individuals may sign up for an individual Plan in order to have continued use of Content). Soundstripe also reserves the right to limit the number of individuals/unique access credentials within a team Plan and/or revoke access to individual team members or to the team, collectively. You are responsible for all of your team members and personnel, including, without limitation, any third-party vendors or contractors, and their use of the Website, Content, and Services.

E. Fees and Renewal

Fees for your Content, Plan or Service will be stated at the time of your purchase or sign-up, as applicable, and provided in our Website pages. All fees are payable in advance. The fees for Plans or Services may change at any time. Fees may be subject to tax, collected by us or a third party through which you transact, and except as set out in these Terms are non-refundable. We only accept credit cards for payment of your Fees. Please do not sign up for any Plan or Service with a debit card (also known as a "check" or "ATM" card, a debit card typically has the word "debit" printed on the face of the card). If your Plan or Service involves a recurring payment of a Fee, unless you notify us before a charge that you want to cancel or do not want to automatically renew your Plan or Service, you understand it will automatically continue and you authorize us, or a third party through which you transact (without notice to you, unless required by applicable law) to collect the then-applicable Fee and any taxes, using any credit card we have on record for you. If all credit cards we have on file for you are declined for payment of Fees, we may cancel your Plan or Service, as applicable, unless you provide us with a new credit card. If you provide us with a new credit card and are successfully charged before your Plan or Service is cancelled, your new Plan or Service period will be based on the original renewal date and not the date of the successful charge.

F. Cancellation

You may cancel your Plan or Service by visiting your Billing page provided on Soundstripe.com and adjusting your Plan or Service settings and subscription preferences, or by contacting our Customer Service team. If you cancel your Plan or Service, you will not receive a refund of any Fees already paid, unless otherwise stated in these Terms.

G. Service Restrictions

We reserve the right to accept or refuse or to restrict your use of any Plan or Service in our discretion. You may not transfer or assign your Plan or Service benefits, or any Content you access. We may take actions we deem reasonably necessary to prevent fraud and abuse, including placing restrictions on the amount of Content that can be accessed at any one time.

H. Changes to Terms

We may, in our discretion, change the Terms and all elements of them and any aspect of any Plan or Service, without notice to you. If any change to the Terms is found invalid, void, or for any reason unenforceable, that change is severable and does not affect the validity and enforceability of any remaining changes and the remainder of the Terms.

Your continued use of the Content, Plan and/or Service after we change the Terms constitutes your acceptance of the changes. If you do not agree to any changes, you must not use the Content, Plan or Service.

I. Termination by Soundstripe

Our business may change over time and we reserve the right to cancel any specific Plan or Service and change Content, in whole or in part, and to terminate your access to and use of the Content, Plan, or Service at our discretion without notice. If we do so, we may give you a prorated refund based on the number of days remaining in your Plan unless we terminate your Plan or access to Content for conduct that we determine, in our discretion, violates the Terms, violates any applicable law, involves fraud or misuse of the Content, Plan or Service, or is harmful to our interests or another user. Our failure to insist upon or enforce your strict compliance with the Terms will not constitute a waiver of any of our rights. Upon termination and regardless of the reason(s) motivating such termination, your right to use the Content available on this Website will immediately cease. We shall not be liable to you or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us in connection therewith.

J. Disputes Will Be Settled by Binding Arbitration

Any dispute or claim relating in any way to these Terms or your use of the Content, Plan, or Service will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow these Terms as a court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to the attention of Kelly Frey, c/o Nelson Mullins Riley and Scarborough, Suite 1100, 150 Fourth Avenue North, Nashville, TN 37219, with a cc to Soundstripe, 604 Gallatin Ave, Suite 300, Nashville, TN 37206. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, Soundstripe will not seek attorneys' fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the Venue or at another mutually agreed location. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights. If any term of this Section is to any extent illegal, otherwise invalid, or incapable of being enforced, such term shall be excluded to the extent of such invalidity or unenforceability; all other terms hereof shall remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term.

K. Electronic Communications

When you use the Soundstripe Website, Content or Services, or send e-mails, text messages, and other communications from your desktop or mobile device to us, you may be communicating with us electronically. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages on this site or through the other the Soundstripe Website, Content or Services, and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

L. Copyright and Trademarks

All Content included in or made available through Soundstripe is the property of Soundstripe or its content suppliers and protected by United States and international copyright laws. All trademarks, graphics, logos, page headers, buttons, icons, scripts, and service names included in or made available through Soundstripe are trademarks or trade dress of Soundstripe in the U.S. and other countries. Soundstripe's trademarks and trade dress may not be used in connection with any product or service that is not Soundstripe's, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Soundstripe. All other trademarks not owned by Soundstripe but available via the Website, Content or Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Soundstripe.

M. International Use, Sanctions and Export Policy

Although this Website may be accessible worldwide, Soundstripe makes no representation that materials on this Website are appropriate or available for use in locations outside the United States. Those who choose to access this Website from other locations do so on their own initiative and at their own risk. If you choose to access this Website from outside the United States, you are responsible for compliance with local laws in your jurisdiction, including but not limited to, the taxation of products purchased over the Internet. Any offer for any Content or Service, and/or information made in connection with this Website, is void where prohibited. You may not use any Soundstripe Content or Services if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using the Soundstripe Website, Content or Services. You must comply with all U.S. or other export and re-export restrictions that may apply to goods, software, technology, and services.

N. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

  1. THE SOUNDSTRIPE WEBSITE, CONTENT OR SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING APPS) AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SOUNDSTRIPE WEBSITE, CONTENT OR SERVICES ARE PROVIDED BY SOUNDSTRIPE ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. SOUNDSTRIPE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SOUNDSTRIPE WEBSITE, CONTENT OR SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING APP) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SOUNDSTRIPE WEBSITE, CONTENT OR SERVICES, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SOUNDSTRIPE WEBSITE, CONTENT OR SERVICES IS AT YOUR SOLE RISK.
  2. TO THE FULL EXTENT PERMISSIBLE BY LAW, SOUNDSTRIPE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOUNDSTRIPE DOES NOT WARRANT THAT THE SOUNDSTRIPE WEBSITE, CONTENT OR SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING APPS) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SOUNDSTRIPE WEBSITE, CONTENT OR SERVICES, SOUNDSTRIPE'S SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM SOUNDSTRIPE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULL EXTENT PERMISSIBLE BY LAW, SOUNDSTRIPE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY SOUNDSTRIPE SERVICE, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ANY SOUNDSTRIPE SERVICE, INCLUDING, BUT NOT LIMITED TO PUNITIVE, SPECIAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.
  3. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.
  4. IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY PUNITIVE, SPECIAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFIT LOSS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THIS SITE WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. IN THE EVENT THAT APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR DAMAGES, YOU AGREE THAT IN NO EVENT SHALL THE TOTAL LIABILITY OF COMPANY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION OF ANY KIND EXCEED ONE HUNDRED DOLLARS ($100.00).
  5. FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY PROMISES REGARDING CONTENT OR CONTENT OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS WITH THE THIRD PARTY THROUGH THIS SITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.
  6. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.

O. Jurisdiction and Governing Law

These Terms shall be construed, governed and enforced under the laws of the United States and the State of Tennessee (without regard to rules governing conflict of laws). You agree that venue for all actions, relating in any manner to these Terms, shall be in Davidson County, Tennessee. In the event that Arbitration and Class Action Waiver is found to be unenforceable, each party hereby consents and submits to the in personam jurisdiction of the federal or state courts located in Davidson County, Tennessee, and to the extent permitted by law, hereby consents that all services of process may be made by any nationally recognized overnight courier, or by certified or registered mail, postage prepaid and return receipt requested. Each party waives any objection based on forum non conveniens and waives any objection to venue of any action instituted hereunder to the extent that an action is brought in the courts identified above. Each party agrees that a final judgment in any such action shall be conclusive and may be enforced in any other jurisdiction in any manner provided by law.

P. Government End Users

If you are a U.S. Government end user, we are licensing any Content or Services to you as a "Commercial Item" as that term is defined in the U.S. Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights we grant you to the Content or Services are the same as the rights we grant to all others under these Terms.

Q. DMCA Take Down Notices

We respect the intellectual property rights of others, and we ask you to do the same. In instances where we are notified of alleged infringing Company or User Content or Content through our Designated Agent, a decision may be made to remove access or disable access to such materials, in compliance with the safe harbor provisions of the Digital Millennium Copyright Act, 17 U.S.C. § 512(c). We may also make a good faith attempt to contact the person who submitted the affected material so that they may make a counter-notification.

If you believe that you or someone else’s copyright has been infringed on this Website, you (or the owner or rights holder, collectively, “Rights Holder”) should send notification to our Designated Agent immediately. Prior to sending us notice, the Rights Holder may wish to consult a lawyer to determine their rights and legal obligations under the DMCA and any other applicable laws. Nothing here or anywhere on this Website is intended as a substitute for qualified legal advice. To file a Notice of Infringing Material, we ask that the Rights Holder provide the following information:

  1. Reasonably sufficient details about the nature of the copyrighted work in question, or, in the case of multiple alleged infringements, a representative list of such works. This should include, title(s), author(s), any U.S. Copyright Registration number(s), URL(s) etc.;
  2. Reasonably sufficient details to enable us to identify and locate the material that is allegedly infringing the Rights Holders’ work(s) (for example, file name or URL of the page(s) that contain(s) the material);
  3. The Rights Holder’s contact information so that we can contact them (including for example, the Rights Holder’s address, telephone number, and email address);
  4. A statement that the Rights Holder has a good faith belief that the use of the material identified above in 2 is not authorized by the copyright owner, its agent, or the law;
  5. A statement, under penalty of perjury, that the information in the notification is accurate and that the Rights Holder is authorized to act on behalf of the copyright owner; and
  6. The Rights Holder’s electronic signature.

Notice may be sent to:

By Mail: 604 Gallatin Ave., Suite 300, Nashville, TN 37206 Attn: Contract Administration Dept.

By e-mail: help@soundstripe.com

If material that you have posted to our Website has been taken down, you may file a counter-notification that contains the following details:

  1. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
  2. A statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material in question;
  3. Your name, address and telephone number;
  4. A statement that you consent to the jurisdiction of federal district court in Davidson County, Tennessee, and that you will accept service of process from the person who provided notification in compliance with section 512 (c)(1)(C) of the DMCA, or an agent of such person.
  5. Your physical or electronic signature.

Notice may be sent to:

By Mail: 604 Gallatin Ave., Suite 300, Nashville, TN 37206 Attn: Contract Administration Dept.

By e-mail: help@soundstripe.com

You also acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may temporarily or permanently remove the identified materials from our site without liability to you or any other party. Repeat infringers will be terminated and barred from using the Website.

R. Miscellaneous Conditions Applicable to All Users of Website, Content Or Services

In addition to any excuse provided by applicable law, Soundstripe shall be excused from liability for non-delivery or delay in delivery of products, Content, or Services available through our Website arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above. If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. These Terms constitute the entire agreement and understanding between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto. These Terms may NOT be altered, supplemented, or amended by the use of any other document(s). To the extent that anything in or associated with this Website is in conflict or inconsistent with these Terms, these Terms shall take precedence. If you learn that any Content is subject to a threatened or actual third party claim of infringement, violation of another right, or any other claim for which Soundstripe, the Content contributors or any of their respective affiliates may be liable, you will promptly notify Soundstripe of any such claim. If Soundstripe, the Content contributors or any of their respective affiliates learns of such a claim from you, the third party or otherwise and Soundstripe, in its sole good faith discretion, determine that the claim raises an inappropriate legal risk, upon notice from us, you will (i) remove the Content from your computer systems and storage devices (electronic or physical), and (ii) cease any future use of the Content at your own expense if possible. If you do remove and cease use of the Content, we may choose to refund your license fees for the applicable Content or without charge provide you with other content that we determine with your consent, not to be unreasonably withheld or delayed, is comparable, subject to the other terms and conditions of these Terms. The Terms shall survive termination or expiration of your use of the Website or your Plan. Soundstripe, its content contributors or any of their respective affiliates are intended third party beneficiaries of these terms; nothing in these Terms, express or implied, is intended to or shall confer upon any other third party any rights, benefits or remedies of any nature whatsoever. You shall promptly reimburse Soundstripe, its content contributors and any of their respective affiliates for any costs (including reasonable attorneys' fees and court costs) that are incurred in collecting any Fees or enforcing these Terms.

Soundstripe Contact Information

By Mail: 604 Gallatin Ave., Suite 300, Nashville, TN 37206 Attn: Contract Administration Dept.

By e-mail: help@soundstripe.com