Terms of Service

BY USING AND/OR VISITING THIS WEBSITE (the "AudioAcademy.fm Website", or "Website"), INCLUDING ALL CONTENT AVAILABLE THROUGH THE AUDIO ACADEMY DOMAIN NAME, YOU SIGNIFY YOUR ASSENT TO BOTH THESE TERMS AND CONDITIONS (the "Terms of Service") AND THE TERMS AND CONDITIONS OF AUDIOACADMEY'S PRIVACY NOTICE, WHICH ARE PUBLISHED AT http://www.AudioAcademy.com/help/privacy_policy, AND WHICH ARE INCORPORATED HEREIN BY REFERENCE. If you do not agree to any of these terms, then please do not use the AUDIOACADEMY Website.

Audio Academy Website

These Terms of Service apply to all users of the AudioAcademy Website, including users who are also contributors of audio content, information, and other materials or services on the Website. The AudioAcademy Website may contain links to third party websites that are not owned or controlled by AudioAcademy. AudioAcademy has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, AudioAcademy will not and cannot censor or edit the content of any third-party site. By using the Website, you expressly relieve AudioAcademy from any and all liability arising from your use of any third-party website. Accordingly, we encourage you to be aware when you leave the AudioAcademy Website and to read the terms and conditions and privacy policy of each other website that you visit.

Website Access

1. AudioAcademy hereby grants you permission to use the Website as set forth in this Terms of Service, provided that:
   1. you will not copy or distribute any part of the Website in any medium without AudioAcademy's prior written authorization;
   2. you will not alter or modify any part of the Website other than as may be reasonably necessary to use the Website for its intended purpose;
   3. you will otherwise comply with the terms and conditions of these Terms of Service.
2. In order to access some features of the Website, you will have to create an account. You may never use another's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. By using the AudioAcademy Services, User represents and warrants that all registration information submitted directly or via third-party sign-on service (e.g., Facebook Connect) is truthful and accurate and User agrees to maintain the accuracy of such information. You must notify AudioAcademy immediately of any breach of security or unauthorized use of your account. Although AudioAcademy will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of AudioAcademy or others due to such unauthorized use.
3. You agree not to use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., that accesses the Website in a manner that sends more request messages to the AudioAcademy servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, AudioAcademy grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials. AudioAcademy reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Website, nor to use the communication systems provided by the Website for any commercial solicitation purposes.

Intellectual Property Rights

The content on the AudioAcademy Website, except all User Submissions (see User Submissions as defined below), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to AudioAcademy, subject to copyright and other intellectual property rights under Canada and foreign laws and international conventions. Content on the Website is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. AudioAcademy reserves all rights not expressly granted in and to the Website and the Content. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein.

User Submissions

1. The AudioAcademy Website may now or in the future permit the submission of music, videos or other communications submitted by you and/or other users ("User Submissions") and the hosting, sharing, and/or publishing of such User Submissions. You understand that whether or not such User Submissions are published, AudioAcademy does not guarantee any confidentiality with respect to any submissions. AudioAcademy does not edit User Submissions. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize AudioAcademy to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms of Use; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms of Use.
2. For clarification, you retain all of your ownership rights in your User Submissions, except as expressly set forth herein. By submitting the User Submissions to AudioAcademy, you hereby grant AudioAcademy a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the AudioAcademy Website and AudioAcademy's (and its successor's) business, including without limitation for promoting and redistributing part or all of the AudioAcademy Website (and derivative works thereof) in any media formats and through any media channels. You also grant each user of the AudioAcademy Website a non-exclusive license to access your User Submissions through the Website, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Website and under these Terms of Use. The foregoing license granted by you terminates once you or we remove or delete a User Submission from the AudioAcademy Website.
3. In addition to the preceding, by posting a User Submission you grant AudioAcademy the right of first negotiation to the publishing, management, recording and all associated rights related to all such User Submission. This right of first negotiation does not terminate if you delete the User Submission from the AudioAcademy Website, but continues for a period of one (1) year from the date of such deletion by either you or AudioAcademy. The terms and conditions of the right of first negotiation are as follows:
   1. Right of First Negotiation: Prior to selling, optioning, licensing or transferring any rights to any User Submission to any third party, the User will give AudioAcademy a chance to obtain such rights. Prior to granting any such rights, or in response to a request from AudioAcademy, the User shall negotiate with AudioAcademy in good faith for a period of not less than 90 days with respect to mutually agreeable terms.
   2. Right of Matching Last Refusal: If the User and AudioAcademy are unable to agree upon terms, then the User shall have the right to offer to third parties such rights. However, prior to entering into any agreement with any third party, the User shall first submit to AudioAcademy the terms that the User is then prepared to accept from such third party. AudioAcademy shall have the right, within 10 business days after receipt of such terms, to notify User that AudioAcademy elects to enter into an agreement with the User on all of such terms, in which case User shall enter into an agreement with AudioAcademy on such terms. If AudioAcademy does not notify User of its wishes to enter into such an agreement, then User shall be free to enter into an agreement with a third party on such terms.

AudioAcademy does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and AudioAcademy expressly disclaims any and all liability in connection with User Submissions. AudioAcademy does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and AudioAcademy will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another's intellectual property rights. AudioAcademy reserves the right to remove Content and User Submissions without prior notice. AudioAcademy will also terminate a User's access to its Website, if they are determined to be a repeat infringer. A repeat infringer is a User who has been notified of infringing activity more than twice and/or has had a User Submission removed from the Website more than twice. AudioAcademy also reserves the right to decide whether Content or a User Submission is appropriate and complies with these Terms of Service for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. AudioAcademy may remove such User Submissions and/or terminate a User's access for uploading such material in violation of these Terms of Service at any time, without prior notice and at its sole discretion.

Postings may not include: any audio, photographs, or video content posted by you may not contain nudity or obscene, lewd, excessively violent, harassing, hateful, sexually explicit or otherwise objectionable subject matter.

Copyright Policy

You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. It is the policy of audioacademy.fm to terminate membership privileges of any member who repeatedly infringes copyright upon prompt notification to audioacademy.fm by the copyright owner or the copyright owner's legal agent.

Links to Third Party Websites

For your convenience, the Website may contain links to the websites of third parties on which you may be able to obtain content and/or download software. Except as otherwise noted, such third party websites, and such content and software are provided by companies which are not affiliated with and independent of AudioAcademy. AudioAcademy does not endorse or make any representations or warranties concerning such websites, and may have not reviewed such content or software. AudioAcademy has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, AudioAcademy cannot censor or edit the content of any third-party site. Threfore, AudioAcademy makes no representation as to the accuracy or any other aspect of the information contained in or on such websites, sources or servers, nor does AudioAcademy necessarily endorse such websites or sources.

By using the AudioAcademy Website, you expressly relieve AudioAcademy from any and all liability arising from your use of any third-party website. Accordingly, we encourage you to be aware when you leave the AudioAcademy Website and to read the terms and conditions and privacy policy of each other website that you visit.

Warranty Disclaimer

YOU AGREE THAT YOUR USE OF THE AUDIOACADEMY WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, AUDIOACADEMY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. AUDIOACADEMY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY:

1. ERRORS, MISTAKES, OR INACCURACIES OF CONTENT,
2. PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE,
3. ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN,
4. ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE,
5. ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR
6. 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, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE AUDIOACADEMY WEBSITE.

AUDIOACADEMY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE AUDIOACADEMY WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND AUDIOACADEMY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

Limitation of Liability

IN NO EVENT SHALL AUDIOACADEMY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY

1. ERRORS, MISTAKES, OR INACCURACIES OF CONTENT,
   
2. PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE,
3. ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN,
4. ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE,
5. ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY,
6. ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE AUDIOACADEMY WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT AUDIOACADEMY SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. The Website is controlled and offered by AudioAcademy from its facilities in the Province of Ontario, Canada. AudioAcademy makes no representations that the AudioAcademy Website is appropriate or available for use in other locations. Those who access or use the AudioAcademy Website from other jurisdictions do so at their own volition and are responsible for compliance with local law.

Indemnity

You agree to defend, indemnify and hold harmless AudioAcademy, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to lawyer’s fees) arising from:

• your use of and access to the AudioAcademy Website;
• your violation of any term of these Terms of Service;
• your violation of any third party right, including without limitation any copyright, property, or privacy right;
• any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the AudioAcademy Website.

Ability to Accept Terms of Service

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. In any case, you affirm that you are over the age of 13, as the AudioAcademy Website is not intended for children under 13. If you are under 13 years of age, then please do not use the AudioAcademy Website -- there are lots of other great web sites for you. Talk to your parents about what sites are appropriate for you.

Assignment

These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by AudioAcademy without restriction.

General

You agree that:

1. the AudioAcademy Website shall be deemed solely based in the Province of Ontario;
2. the AudioAcademy Website shall be deemed a passive website that does not give rise to personal jurisdiction over AudioAcademy, either specific or general, in jurisdictions other than the Province of Ontario.

These Terms of Service shall be governed by the internal substantive laws of the Province of Ontario, without respect to its conflict of laws principles. Any claim or dispute between you and AudioAcademy that arises in whole or in part from the AudioAcademy Website shall be decided exclusively by a court of competent jurisdiction located in the Province of Ontario. These Terms of Service, together with the Privacy Notice at http://www.AudioAcademy.com/help/privacy_policy, and any other legal notices published by AudioAcademy on the Website, shall constitute the entire agreement between you and AudioAcademy concerning the AudioAcademy Website. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and AudioAcademy's failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. AudioAcademy reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service for any changes. Your use of the AudioAcademy Website following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. YOU AND AUDIOACADEMY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE AUDIOACADEMY WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.