1. Your Acceptance
Hyperaudio may, in its sole discretion, modify or revise these Terms of Service and policies at any time, and you agree to be bound by such modifications or revisions. Nothing in these Terms of Service shall be deemed to confer any third-party rights or benefits.
These Terms of Service apply to all users of the Service, including users who are also contributors of Content on the Service. “Content” includes the text, software, graphics, interactive features and other materials you may view on, access through, or contribute to the Service. The Service includes all aspects of Hyperaudio, including but not limited to all products, software and services offered via the Hyperaudio website and other applications.
The Service may contain links to third party websites that are not owned or controlled by Hyperaudio. Hyperaudio has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, Hyperaudio will not and cannot censor or edit the content of any third-party site. By using the Service, you expressly relieve Hyperaudio from any and all liability arising from your use of any third-party website.
3. General Use of the Service—Permissions and Restrictions
Hyperaudio hereby grants you permission to access and use the Service as set forth in these Terms of Service, provided that:
- You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the Service in a manner that sends more request messages to the Hyperaudio 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, Hyperaudio 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. Hyperaudio 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 Service, nor to use the communication systems provided by the Service (e.g., comments, email) for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Service with respect to their Content.
- In your use of the Service, you will comply with all applicable laws.
- Hyperaudio reserves the right to discontinue any aspect of the Service at any time.
4. Your Use of Content
In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of Content.
- Content is provided to you AS IS. You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Content for any other purposes without the prior written consent of the respective licensors of the Content.
- You understand that when using the Service, you will be exposed to Content from a variety of sources, and that Hyperaudio is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Hyperaudio with respect thereto, and, to the extent permitted by applicable law, agree to indemnify and hold harmless Hyperaudio, its owners, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters related to your use of the Service.
5. Your Content and Conduct
As an Hyperaudio account holder you may submit Content to the Service, including captions and subtitles. You understand that Hyperaudio does not guarantee any confidentiality with respect to any Content you submit. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish Content you submit.
As between Hyperaudio and the copyright owners of the videos and subtitles on hyperaud.io and all Intellectual Property Rights in or relating to any of the foregoing, are and will remain the exclusive property of copyright owners or its licensors. Users hereby grants Hyperaudio a limited, non-exclusive, royalty-free, license to copy, reproduce, distribute, and display Submissions (including subtitles, captions, or translations created through the Hyperaudio Platform Services) for the sole purpose of providing Hyperaudio Platform Services during the Term. Hyperaudio does not claim any additional rights and copyright of all audio, videos and all subtitles and other derivative works remain the property of the publisher.
For clarity, you retain all of your ownership rights in your Content. By submitting Content to Hyperaudio, you hereby grant Hyperaudio a worldwide, non-exclusive, royalty-free, license to use, reproduce, distribute, prepare derivative works of, display, and transmit the Content in connection with the Service and Hyperaudio (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any formats and through any media channels. These promotional rights do not apply to Hyperaudio partners who have separate agreements for Hyperaudio services. You also hereby grant each user of the Service a non-exclusive license to access your Content through the Service, and to use, reproduce, distribute, display and perform such Content as permitted through the functionality of the Service and under these Terms of Service. You also hereby grant each user of the Service a non-exclusive license to improve your Content through the Service by editing and/or translating your Content. The above licenses granted by you in the Content you submit to the Service terminate within a commercially reasonable time after you remove or delete your video from the Service. You understand and agree, however, that Hyperaudio may retain, but not display, distribute, or perform, server copies of your captions and subtitles that have been removed or deleted. The above licenses granted by you in user comments you submit are perpetual and irrevocable.
You further agree that Content you submit to the Service will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant Hyperaudio all of the license rights granted herein.
Hyperaudio does not endorse any Content submitted to the Service by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and Hyperaudio expressly disclaims any and all liability in connection with Content. Hyperaudio does not permit copyright infringing activities and infringement of intellectual property rights on the Service, and Hyperaudio will remove all Content if properly notified that such Content infringes on another’s intellectual property rights.
Hyperaudio reserves the right to remove Content without prior notice.
6. Account Termination Policy
Hyperaudio will terminate a user’s access to the Service if, under appropriate circumstances, the user is determined to be a repeat infringer.
Hyperaudio reserves the right to decide whether Content violates these Terms of Service for reasons other than copyright infringement, such as, but not limited to, pornography, obscenity, or excessive length. Hyperaudio may at any time, without prior notice and in its sole discretion, remove such Content and/or terminate a user’s account for submitting such material in violation of these Terms of Service.
7. Digital Millennium Copyright Act
If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
- Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Hyperaudio’s designated Copyright Agent to receive notifications of claimed infringement is Dan Schultz, 18 W Park St. Providence, RI, 02908 email: email@example.com. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Mark Boas, firstname.lastname@example.org. You acknowledge that if you fail to comply with all of the requirements of this Section 5(D), your DMCA notice may not be valid.
Counter-Notice. If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your Content, you may send a counter-notice containing the following information to the Copyright Agent:
Your physical or electronic signature; Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled:
- A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and
- Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Boston, Rhode Island, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, Hyperaudio may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Hyperaudio’s sole discretion.
8. Warranty Disclaimer
YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, HYPERAUDIO, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF. HYPERAUDIO 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 (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) 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 SERVICES. Hyperaudio DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND HYPERAUDIO 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.
9. Limitation of Liability
IN NO EVENT SHALL HYPERAUDIO, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) 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 SERVICES, 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 HYPERAUDIO SHALL NOT BE LIABLE FOR CONTENT 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 Service is controlled and offered by Hyperaudio from its facilities in the United States of America. Hyperaudio makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.
To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless Hyperaudio, 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 attorney’s fees) arising from: (i) your use of and access to the Service; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Content caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the Service.
11. 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.
These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Hyperaudio without restriction.
You agree that: (i) the Service shall be deemed solely based in Rhode Island; and (ii) the Service shall be deemed a passive website that does not give rise to personal jurisdiction over Hyperaudio, either specific or general, in jurisdictions other than Rhode Island.
These Terms of Service shall be governed by the internal substantive laws of the State of Rhode Island, without respect to its conflict of laws principles. Any claim or dispute between you and Hyperaudio that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in Providence, Rhode Island.
YOU AND HYPERAUDIO AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Dated: January 2014