Terms and Conditions

INTRODUCTION

These Terms and Conditions apply to and give access to use the www.audiocode.io website (the “Website”), including the use of any content, information, products and/or services. The Terms and Conditions also apply to any and all services individually under this Agreement.

Please read these Terms and Conditions carefully as they affect your rights and liabilities under the law. This is a legal agreement (the “Agreement”) between you and Audiocode (“Audiocode”, “we” or “us”). If you do not agree to these Terms and Conditions, please do not register and apply. If you have any questions regarding the Agreement, send us an email to info@audiocode.io

The Website and service is operated by Audiocode, a company based in the United Kingdom with registered address XXXXXXXX.

LEGAL RELATIONSHIP

You may not in any way enter into agreements on behalf of Audiocode and you may not in any way or at any time present yourself as a representative of Audiocode. Each of the Parties will remain independent of each other. Nothing in this Agreement constitutes an agency, employment, company or joint venture relationship of any kind between the Parties.

The rights granted to you under this Agreement are personal. You may not appoint sub-agents or other representatives without Audiocode’s prior written consent. If Audiocode grants permission to use sub-agents and representatives, you are solely responsible for them and all their payments and actions.

TRADEMARKS

You may only use your own and/or Audicode Trademarks when fulfilling your rights granted in this Agreement. This is limited to the term of this Agreement. You shall not use any other trademark or product name together with the Audiocode trademarks nor shall you register any trademark that may resemble the Audiocode trademarks or names.

You do not have the right whatsoever to acquire any property rights in the Audiocode trademarks. All such rights shall remain with Audiocode.

In cases of any type of infringement, you shall immediately discontinue any and all use of Audiocode trademarks. Audiocode may at any time terminate, remove or disable access to your account in cases of infringement.

WEBSITE

We will at all times ensure that the Website and its services are available to you. If the service would be interrupted, Audiocode will without delay correct the interruptions. We reserve the right to, at any time and without prior notice to you, suspend access to the Website to the extent needed to correct errors, for security reasons, upgrades, updates and required maintenance of the software or hardware.

We assume no liability for any errors, delays or interruptions that might occur in the Website, if these are not attributable to Audiocode.

CONTENT

Any and all audio, text, photos, pictures, graphics, comments, and other content, data or information that you upload, store, transmit, submit, exchange or make available to or via the Platform (hereinafter "Your Content") is generated, owned and controlled solely by you, and not by Audiocode.

Audiocode does not claim any ownership rights in Your Content, and you hereby expressly acknowledge and agree that Your Content remains your sole responsibility.

Without prejudice to the conditions set forth in Your Use of the Platform you must not upload, store, distribute, send, transmit, display, perform, make available, continue to make available or otherwise communicate to the public any Content to which you do not hold the necessary rights. In particular, any unauthorized use of copyright protected material within Your Content (including by way of reproduction, distribution, modification, adaptation, public display, public performance, preparation of derivative works, making available or otherwise communicating to the public via the Platform), independent of whether it is or becomes unauthorized at a later point, may constitute an infringement of third party rights and is strictly prohibited. Any such infringements may result in termination of your access to the Website as described in the Repeat Infringers section below, and may also result in civil litigation or criminal prosecution by or on behalf of the relevant rightsholder.

Audiocode maintains this Website as a service to those who may choose to access it (the "Clients"). The views expressed and the content found on this Website, (the "Content"), are those of the respective artists or authors and do not necessarily reflect the views of Audiocode. Links on this Website to other websites are provided for informational purposes only, and do not constitute an endorsement, express or implied, by Audiocode. Audiocode is not responsible for the content nor the privacy guidelines of these other websites. are encouraged to verify the policies of sites linked to by the Website.

The Content of this Website is protected under the The Copyright, Designs and Patents Act 1988. Audiocode as well as artists or authors who post or upload Content to the Website, by selling a download code, expressly allow Users of the Website to download and copy Content from the Website for the User's personal, non-commercial use, without any right to sell, publish, reproduce, adapt, publicly display or distribute them or to compile or create derivative works therefrom. All rights are expressly reserved.

PROHIBITED USES & TERMINATION

Users agree to not:

(a) use the site in a way, or post Content to the site, which aims to or has the effect of defaming, abusing, harassing, stalking, threatening, or otherwise violating the legal rights (such as rights of privacy and publicity) of others;

(b) post or upload to the site any defamatory, infringing, or unlawful material or information;

(c) post or upload files that contain material protected by intellectual property laws (or by rights of privacy and publicity) unless the User owns or controls the rights thereto or has received all consents as may be required by law;

(d) post or upload files that contain viruses, corrupted files or any other similar software or programs that may damage or interrupt the operation of another's computer;

(e) delete any author attributions, legal notices, or proprietary designations or labels in any file that is posted or uploaded;

(f) falsify the origin or source of the material contained in a file that is uploaded;

Audiocode reserves the right to determine the nature of your conduct and if it has breached the above in any way. If we find that a breach has been made, we take such and any action we deem as appropriate.

We may take actions like, but not limited to, immediately, temporary or permanently remove your account.

We fully exclude any liability from breaches of this Agreement which you may have made.

When you register at the Website, you will be asked to create a password. You must keep this password confidential. You are responsible for all activities and releases that occur or are submitted under your password. Notify us immediately if you suspect or know that someone is using your password.

If Audiocode has reason to believe that there’s a misuse of your password and likely to be a breach of security on the Website, we might ask you to change your password. If you do not, we might suspend your account and terminate your access immediately and without notice to you.

You shall indemnify and hold harmless Audiocode any of their affiliates (including any directors, members, employees and other representatives) from and against any and all claims, losses, damages, liabilities, costs and expenses, including, without limitation, legal expenses and reasonable counsel fees, arising out of any breach or alleged breach by you of the above warranties and representations and/or use of the Recordings or Materials as permitted hereunder.

TERM AND TERMINATION

This Agreement may be immediately terminated by written notice by any Party if the other Party breaches the Agreements and fails to remedy such breach in full within seven (7) days from written notice requiring remedy.

Audiocode reserves the right to, without limitation, reject or remove, from the Website, account and any Recordings or other materials that you submit to Audiocode under the Agreement between Audiocode and you, without prior notice to you.

At the Termination of this Agreement, regardless of the cause, you shall destroy all printed materials and other promotion materials in your possession carrying the Audiocode Trademarks, including any Code cards

You are not entitled to any indemnity, post Term Royalties or other compensation upon the termination of this Agreement.

OUR RIGHTS

We reserve the right to amend, discontinue or terminate the Website and services and this Agreement, at any time without notice.

Under no circumstances, including but not limited to negligence, shall Audiocode be liable for any direct, indirect, incidental, special, or consequential damages, even if Audiocode has been advised of the possibility of such damages. The use of this Website is at the User's sole risk. If the User is dissatisfied with any Content on this Website or with any of its Terms and Conditions of Use, the User's sole and exclusive remedy is to discontinue using the Website. Audiocode does not make any warranties or representations as to the accuracy or completeness of any Content found on the Website. Audiocode periodically adds, changes, improves or updates the Content on this Website without notice.

The User specifically acknowledges and agrees that Audiocode is not liable for any conduct of any User. As a condition of the use of this Website, the User agrees to indemnify Audiocode from and against any and all actions, claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of the User's use of this Website, including, without limitation, any claims alleging facts that if true would constitute a breach by the User of these Terms and Conditions.

Audiocode may assign its rights and obligations under this Agreement, in whole or in part, to any third party without your prior written consent. You are not entitled to assign any of your rights and obligations under this Agreement, in whole or in part, without the approval of Audiocode.

PERSONAL DATA

You agree that Audiocode may use your personal data, submitted by you when you register on the Website, without limitation. The may include the use for sale or marketing purposes in the whole Territory during the Term.

FORCE MAJEURE

We are not responsible or liable for failures in providing any of our services, if they are caused by an event outside our control (“Force majeure”). Force Majeure means an event beyond our control which prevents us from complying with any of our obligations under this Agreement, including but not limited to

Fires, earthquakes, tidal waves, floods, war, hostilities, invasion, embargo, revolution, civil war, riot, strikes, lock outs, acts or threats of terrorism, commotion, failures of public or private telecommunication networks, third party force majeure and an epidemic.

In an event of Force Majeure, Audiocode should contact you as soon as reasonable, to notify of this and if possible, estimate when due fulfilment can be expected.

LEGAL

The Terms and Conditions shall be in accordance with the laws and jurisdiction of United Kingdom.

If any part of this Agreement or application of it shall be declared or deemed void, invalid or unenforceable, in whole or in part for any reason, it shall be deleted and the remaining provisions, if any, shall continue in full force and effect.

The Terms and Conditions are effective from the time you register. By visiting and using our Website and services you agree, and assure that you are of age to agree, to be bound by our terms and conditions. Any changes to the terms and conditions are effective from the time it is revised and posted. If necessary, we will notify you of these changes via email.