1.1 AUDEMIC PRODUCTS
These Terms & Conditions (these “Terms”) explain how you may use this website – including both www.audemic.io and www.audemic.app – and any of its content (the “Website”) or via other delivery methods to you. The Website and such content, products, services and the Apps are collectively referred to herein as the “Product” or “Products”, which may be updated from time-to-time at the sole discretion of Audemic.
These Terms apply between Audemic Ltd. (“we”, “us” or “our”) and you, either the Enterprise Subscriber (as defined in clause 2.2 below) or the person accessing or using the Website (as applicable) (“you” or “your”).
Please read these Terms, carefully before ordering any Products from the Website or third party App stores (e.g. AppsAnywhere, etc.). The terms “Audemic” “us” or “we” refers to Audemic Ltd. The term “Device” refers to the device which is used to access the Products including but not limited to computers, smart phones, computers, and tablets. The term “you” refers to the user of the Products. When you order (“Order”) any Products, or otherwise use or access the Products, you agree to be bound by these Terms and all applicable laws, rules and regulations. You may also be asked to click “I accept” at the appropriate place prior to your purchase of access to the Products. At such time, if you do not click “I accept”, you may not be able to complete such purchase or gain such access. By using the Products, you indicate that you accept these Terms and that you agree to abide by them. If you do not agree to these Terms, please refrain from using the Products.
1.2 ABOUT US
(a) We are Audemic Ltd, a company registered in England and Wales under company registration number 13873777. Our registered office is at Salvus House, Aykley Heads, DH1 5TS, Durham.
(b) If you have any questions about the Site, please contact us by sending an email to email@example.com or writing to Audemic Ltd. 17 Salvus House, Aykley Heads, DH1 5TS, Durham.
1.3 ARBITRATION NOTICE AND CLASS ACTION WAIVER
PLEASE NOTE THAT THESE TERMS CONTAIN AN ARBITRATION CLAUSE. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THE ARBITRATION CLAUSE, YOU AND AUDEMIC AGREE THAT DISPUTES RELATING TO THESE TERMS OR YOUR USE OF THE PRODUCTS WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND AUDEMIC WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Rules of the LCIA, which Rules are deemed to be incorporated by reference into this clause.
The number of arbitrators shall be one.
The seat, or legal place, of arbitration shall be London.
The language to be used in the arbitration shall be English.
The governing law of the contract shall be the substantive law of England and Wales.
1.4 BASIS OF LICENSE
(a) These Terms and the Order set out the whole agreement between you and us for the supply of the Products. In order to participate in certain Products, you may be required to agree to additional terms and conditions. Where such terms are inconsistent with these Terms, the additional terms shall control.
(b) Please check that the details in these Terms and on the Order are complete and accurate before you use or commit yourself to purchase the Products. If you think that there is a mistake, please make sure that you ask us to confirm any changes in writing, as we only accept responsibility for statements and representations made in writing by an officer of Audemic.
AS PART OF YOUR USE OF THE PRODUCTS, YOU AFFIRMATIVELY CONSENT TO THE PROCESSING AND STORAGE OF YOUR PERSONAL INFORMATION IN EUROPE, INCLUDING THE PROCESSING AND STORING OF YOUR PERSONAL INFORMATION IN EUROPE FOR THE PURPOSES OF PROCESSING PAYMENTS AND TRACKING INDIVIDUAL USE OF THE PRODUCTS. BY USING THE PRODUCTS, YOU ACKNOWLEDGE THAT YOU UNDERSTAND AND AGREE THAT IN EUROPE MAY NOT HAVE THE SAME LEVEL OF PROTECTIONS FOR YOUR PERSONAL INFORMATION THAT EXIST IN YOUR COUNTRY OF RESIDENCE, AND YOU NONETHELESS CONSENT TO THE PROCESSING AND STORAGE OF YOUR PERSONAL INFORMATION IN EUROPE. WE WILL TAKE MEASURES AS REQUIRED TO COMPLY WITH APPLICABLE LAW REGARDING THE TRANSFER, STORAGE AND USE OF CERTAIN PERSONAL INFORMATION.
1.5 CHANGES TO TERMS
Audemic reserves the right to change or update these Terms, or any other of our policies or practices, at any time, and will notify users by posting such changed or updated Terms on this page. Any changes or updates will be effective immediately upon posting to www.audemic.io. Your continued use of the Products constitutes your agreement to abide by the Terms as changed. Under certain circumstances we may also elect to notify you of changes or updates to our Terms by additional means, such as pop-up or push notifications within the Products or email.
2.1 BECOMING A MEMBER
a) You may sign up as a registered user of the Products free of charge (a “Member”). To become a Member you need to go to the relevant section of the Products, then submit your first name and email address to us, and create a password to be used in conjunction with that email address. You are responsible for making sure that your password and any other account details are kept secure and confidential.
c) By placing an Order through the Products, you warrant that:
(i) You are legally capable of entering into binding contracts;
(ii) All registration information you submit is truthful and accurate;
(iii) You will maintain the accuracy of such information; and
(iv) Your use of the Products does not violate any applicable law or regulation.
d) We are not obliged to permit anyone to register with the Website and we may refuse, terminate or suspend registration to anyone at any time.
e) If we have reason to believe there is likely to be a breach of security or misuse of the Website through your account or the use of your password, we may notify you and require you to change your password, or we may suspend or terminate your account.
2.2 USING AUDEMIC
a) The Website is for your personal and non-commercial use only.
b) If you are an employee, faculty member or student of a University, School or other entity or organisation that has subscribed to our Website (“Enterprise Subscriber”) you are an authorised user of your Enterprise Subscriber (“Authorised User”) and you represent that you have your Enterprise Subscriber’s permission and authority to use our Website. In this event, the agreement is between you and Audemic and the Enterprise Subscriber is jointly responsible for your use of our Website.
c) You agree that you are, or if you are an Authorised User, the Enterprise Subscriber is, solely responsible for all costs and expenses you may incur in relation to your use of the Website.
d) We try to make the Website as accessible as possible. If you have any difficulties using the Website, please contact us using the contact details at the top of this page.
e) As a condition of your use of the Website, you agree to comply with our Terms and in addition agree not to:
(i) misuse or attack our Website by knowingly introducing viruses, trojans, worms, logic bombs or any other material which is malicious or technologically harmful (such as by way of a denial-of-service attack), or
(ii) attempt to gain unauthorised access to our Website, the server on which our Website is stored, or any server, computer or database connected to our Website.
f) We may prevent or suspend your access to the Website if you do not comply with these Terms or any applicable law.
2.3 USE OF AUDEMIC BY MINORS
You must be 18 years of age, or the age of majority in your province, territory or country, to sign up as a registered user of the Products. Individuals under the age of 18, or the applicable age of majority, may utilize the Products only with the involvement and consent of a parent or legal guardian, under such person’s account and otherwise subject to these Terms.
2.4 AUDEMIC MEMBERSHIP
As an Audemic Member you will receive access to certain sections, features and functions of the Products that are not available to non-members. By agreeing to become a Member you opt-in to receiving occasional special offer, marketing, survey and Product based communication emails. You can easily unsubscribe from Audemic commercial emails by following the opt-out instruction in these emails. Audemic memberships and subscriptions are not transferable and therefore cannot be sold or exchanged or transferred in any way whatsoever.
2.5 STANDARD SUBSCRIPTIONS
a) Audemic account holders may access the Products in two ways (“Plan”, “Plans”):
(i) “Audemic Free Tier”: a free-of-charge program, which gives access to creating audio files from text based content on devices, with a limited number of papers.
(ii) “Audemic Paid Subscription”: a subscription fee-based program, which gives access to all features including and beyond the “Audemic” Free Tier with a limit of sixteen (16) papers if you opt for a monthly subscription or unlimited if you opt for an annual subscription. You may have access to a free trial period of the subscription program in accordance with certain promotional offers. All subscription services provide access through the Products. You can become a subscriber by purchasing a subscription to the Products from the Website.
b) For the purposes of the yearly Audemic Paid Subscription, a year constitutes 365 calendar days.
c) Our “Yearly” subscriptions are paid for by an upfront one-off payment with automatic annual renewal. You acknowledge and agree that Audemic is authorized to charge the Payment Method used for (i) the initial annual subscription fee at the rate secured at the time of purchase, and (ii) the renewal subscription fee(s) at the effective rate in effect at the time of any such renewal. You must cancel your subscription before it renews in order to avoid billing of the renewal subscription fee to the Payment Method you provided. Refunds cannot be claimed for any partial subscription period.
d) You may cancel automatic renewals of your subscription at any time by emailing firstname.lastname@example.org.
e) You agree to promptly notify Audemic of any changes to the Payment Method you provided while any subscriptions remain outstanding. You are responsible for all applicable fees and charges incurred, including applicable taxes, and all subscriptions purchased by you.
f) In the course of your use of the Products, Audemic and its third party payment service provider may receive and implement updated credit card information from your credit card issuer in order to prevent your subscription from being interrupted by an outdated or invalid card. This disbursement of the updated credit card information is provided to Audemic and Audemic’s third party payment service provider at the sole election of your credit card issuer. Your credit card issuer may give you the right to opt-out of the update service. Should you desire to do so, please contact your credit card issuer.
g) Our obligation to provide the Products only comes into being when we take receipt of your Order, and we confirm your purchase to you by email. We shall confirm your Order and send you an email to confirm your access to the subscription purchased. Please quote the Order number in all subsequent correspondence with us. You agree not to hold us responsible for banking charges incurred due to payments on your account. If payment is not received by us from the Payment Method you provided, you agree to pay all amounts due upon demand by us. You agree that you are not permitted to resell any Products purchased through Audemic for commercial purposes.
2.6 ENTERPRISE SUBSCRIPTIONS
a) Enterprise Subscribers shall ensure that the total number of Authorised Users does not exceed the maximum number of seats authorised by and purchased (each of which seats represents a unique (named) Authorised User).
b) Enterprise Subscribers may assign different Authorised Users to the seats authorised by and purchased, so long as the total number of Authorised Users at any time does not exceed the maximum number of seats authorised by and purchased, but Authorised Users may not transfer (including by way of sublicense, lease, assignment or other transfer, including by operation of law) their seat, user name or right to use the Website to any third party. You, the Enterprise Subscriber, and your Authorised Users are jointly responsible for your Authorised Users’ use of the Website.
c) The Enterprise Subscriber is also responsible for ensuring that all of its Authorised Users comply with these Terms. Any violation of these Terms by any of the Authorised Users shall be deemed to be a violation thereof by the Enterprise Subscriber.
2.7 SUBSCRIPTION FEES
a) To access and use the services provided through our Website, you may have to pay the applicable subscription fees in accordance with this clause 2.7. If you are an Authorised User, your access to the Website shall be contingent upon your Enterprise Subscriber’s payment of the fees.
b) The subscription fees shall be as set out on the Website from time to time which can be found on the Website. The subscription fees payable will depend on the Plan you have chosen.
c) On accessing the Website, you shall provide us with valid, up-to-date and complete credit card details or any other relevant valid, up-to-date and complete contact and billing details as we require in order for us to take payment of the subscription fees.
d) All subscription fees:
(i) shall be payable in xx, or as otherwise agreed by us;
(ii) are non-cancellable and non-refundable;
(iii) [are exclusive of value added tax, which shall be added at the appropriate rate]
(e) We reserve the right to revise the subscription fees from time to time. Any changes to our subscription fees (or Plan terms) will be detailed on our Website. Any renewal will be based on the subscription fees at the time of your renewal.
2.8 TERMINATION OF YOUR SUBSCRIPTION
a) Your subscription will commence on the date we receive payment from you of your subscription fees and shall continue if no cancellation request is made by you. If you are an Enterprise Subscriber, your subscription will automatically renew (and the subscription fees payable will be as in force at the time) unless you provide us with at least 30 days prior written notice to terminate ending at the end of the initial term or any renewal term thereafter.
b) You may cancel your subscription at any time. If you cancel after any renewal date, you will not receive a refund of any amounts that have been charged. Your cancellation will be effective at the end of your then current subscription period.
c) We may end your subscription if you fail to pay any subscription fees when due.
d) Either of us may end your subscription if the other commits a material breach of these Terms and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified to do so.
e) On termination of your subscription for any reason all licences granted under these Terms shall immediately terminate and you shall immediately cease all use of the services provided via our Website.
Any promotion code or offer provided by us may not be used in conjunction with any other promotion code or offer, past or present. Introductory offers are only available to new users of the Products, except where expressly stated otherwise. Previous users or trial users of the Products do not qualify as new users. No promotion code or discount will apply to Enterprise Subscriptions. Unless otherwise set forth in the terms of any promotion, all pricing promotions or discounts will apply to the initial period of the subscription, and any renewals will be charged at the rate in effect at the time of renewal for the type of subscription purchased.
4.1 You agree not to upload, post, email or otherwise send or transmit or introduce any material that contains software viruses or any other computer code, files or programs designed to interrupt, harm, damage, destroy or limit the functionality of any computer software or hardware or equipment linked directly or indirectly with the Products or the Products themselves. You agree not to interfere with the servers or networks underlying or connected to the Products or to violate any of the procedures, policies or regulations of networks connected to the Products. You may not access the Products in an unauthorized manner.
4.2 You agree not to impersonate any other person while using the Products, conduct yourself in an offensive manner while using the Products, or use the Products for any illegal, immoral or harmful purpose.
4.3 By breaching the provisions of this section 4, you may commit a criminal offense under applicable laws. We may report any such breach to the relevant law enforcement authorities and we may cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Products will cease immediately.
4.4 We will use reasonable efforts to:
a) delete accounts which are being used in an inappropriate manner or in breach of these Terms; and
b) identify and remove any content that is inappropriate, defamatory, infringes intellectual property rights when we are notified, but we cannot be responsible if you have failed to provide us with the relevant information.
c) If you believe that any content which is distributed or published by the Website is inappropriate, defamatory or infringing on intellectual property rights, you should contact us immediately using the contact details at the top of this page.
a) The intellectual property rights in the Website and in any text, images, video, audio or other multimedia content, software or other information or material submitted to or accessible from the Website (“Content”) are owned by us and our licensors.
b) We and our licensors reserve all our intellectual property rights (including, but not limited to, all copyright, trademarks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind) whether registered or unregistered anywhere in the world. This means, for example, that we remain owners of them and are free to use them as we see fit.
c) Without prejudice to the provisions of the clause 11 below, nothing in these Terms grants you any legal rights in the Website or the Content other than as necessary for you to access it. You agree not to adjust, try to circumvent or delete any notices contained on the Website or the Content (including any intellectual property notices) and in particular, in any digital rights or other security technology embedded or contained within the Website or the Content.
d) You acknowledge and agree that we and/or our licensors own all intellectual property rights in the deliverables created via your use our Website. Except as set out in these Terms, these Terms do not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of such deliverables.
e) Audemic, the Audemic logo and all other Audemic product or service marks are trademarks of Audemic. All intellectual property, other trademarks, logos, images, product and company names displayed or referred to on or in the Products are the property of their respective owners. Nothing grants you any license or right to use, alter or remove or copy such material. Your misuse of the trademarks displayed on the Products is strictly prohibited. Audemic will enforce its trademark rights to the fullest extent of the law, including the seeking of criminal prosecution.
6.1 We try to make sure that the Website is accurate, up-to-date and free from bugs, but we cannot promise that it will be. Furthermore, we cannot promise that the Website will be fit or suitable for any purpose. Any reliance that you may place on the information on the Website is at your own risk.
6.2 We may suspend or terminate access or operation of the Website at any time as we see fit.
6.3 Any Content is provided for your general information purposes only and to inform you about us and our products and news, features, services and other websites that may be of interest, but has not been tailored to your specific requirements or circumstances. It does not constitute technical, financial or legal advice or any other type of advice and should not be relied on for any purposes. You should always use your own independent judgment when using our Site and its Content.
6.4 While we try to make sure that the Website is available for your use, we do not promise that the Website will be available at all times or that your use of the Website will be uninterrupted.
6.5 Your access to the Products may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or Products. We will restore the Products as soon as we reasonably can. In the event that the Products are unavailable, our usual Order and cancellation deadlines apply; please notify us of changes to your Order by emailing email@example.com.
7.1 The Products may let you submit material to us: for example, you may be able to upload a photo to your profile, post books and comments in the community and comment on various matters in various parts of the Products. You may be able to upload text, video, images or sounds. In these Terms, we use the term “User Material” to refer to any publically available material of any kind that you submit to us, including text, files, images, photos, video, sounds and musical or literary works. User Material does not include the account information, Product purchase, or Product use information which you provide in registering for using Products.
7.2 This section 7 sets out the rights and obligations that each of us have in connection with User Material. If you review or submit User Material, you are agreeing to do so in accordance with these Terms. If you do not want to review or submit User Material in accordance with these Terms, then you should not do so.
7.3 We do not systematically review User Material submitted by you or other users. We are not responsible for the content of User Material provided by you or any other user. We do not necessarily endorse any opinion contained in such material. We make no warranties or representations, express or implied, about User Material, including as to its legality or accuracy.
7.4 We reserve the right, in our sole discretion, to refuse to post or to remove or edit any of your User Material, or to restrict, suspend, or terminate your access to all or any part of the Products, particularly where User Material breaches this section 7, and we may do this with or without giving you any prior notice.
7.5 We may link User Material or parts of User Material to other material, including material submitted by other users or created by Audemic or other third parties. We may use User Material for our internal business purposes, for example, to examine trends.
7.6 Each time you submit User Material to us, you represent and warrant to us as follows:
a) You own your User Material or have the right to submit it, and in submitting it you will not be infringing any rights of any third party, including intellectual property rights (such as copyright or trade mark), privacy or publicity rights, rights of confidentiality or rights under contract.
b) Your User Material is not illegal, obscene, defamatory, threatening, pornographic, harassing, hateful, racially or ethnically offensive, and does not encourage conduct that would be considered a criminal offense, and does not give rise to civil liability, violate any law, or is otherwise deemed inappropriate.
c) Your User Material does not advertise any product or service or solicit any business.
d) Your User Material does not identify any individual (including by way or name, address or a still picture or video) under the age of 18 and if User Material identifies any individual over the age of 18, you have that person’s consent to being identified in exactly that way in your User Material; and in submitting your User Material you are not impersonating any other person.
e) You will not collect usernames and/or email addresses of users for the purpose of sending unsolicited email.
f) You will not engage in criminal or tortious activity, including fraud, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets or attempt to impersonate another user or person.
g) You will not engage in any automated use of the system, such as using scripts to alter our content.
h) You will not, without authorization, access, tamper with, or use non-public areas of the Products, Audemic’s computer systems, or the technical delivery systems of Audemic’s providers.
i) Except as necessary to maintain your own computer security by use of commercial-off-the-shelf anti-virus or anti-malware products, you will not attempt to probe, scan, or test the vulnerability of the Products or any other Audemic system or network or breach any security or authentication measures.
7.7 We are entitled to identify you to third parties who claim that their rights have been infringed by User Material you have submitted.
7.8 User Material is not considered to be confidential. You agree not to submit any content as User Material in which you have any expectation of privacy. We do not claim any ownership rights in User Material. However, by submitting User Material you hereby grant Audemic an irrevocable, perpetual, non-exclusive, royalty free, worldwide license to use, telecast, copy, perform, display, edit, distribute and otherwise exploit the User Material you post on the Products, or any portion thereof, and any ideas, concepts, or know how contained therein, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity, in any manner (including, without limitation, for commercial, publicity, trade, promotional, or advertising purposes) and in any and all media now known or hereafter devised, and to prepare derivative works of, or incorporate into other works, such User Material, and to grant and authorize sublicenses of the foregoing without any payment of money or any other form of consideration to you or to any third party. Audemic may include your User Material in Audemic’s Distribution Content that is made available to others through the Products. Be aware that Audemic has no control over User Material once it leaves the Products, and it is possible that others may duplicate material found on the Products, including, but not limited to, on other sites on the Internet. You represent and warrant that you own or otherwise control the rights to your User Material. You agree to indemnify Audemic and its affiliates for all claims arising from or in connection with any claims to any rights in your User Material or any damages arising from your User Material.
7.9 Any inquiries, feedback, suggestions, ideas, other information which is not part of your use of the Products or User Material that you provide to us (collectively, “Submissions”) will be treated as non-proprietary and non-confidential. By transmitting, uploading, posting, e-mailing, or otherwise submitting Submissions to the Products, you grant, and you represent and warrant that you have the right to grant, to Audemic an irrevocable, perpetual, non-exclusive, royalty free, worldwide license to use, telecast, copy, perform, display, edit, distribute and otherwise exploit the Submissions, or any portion thereof and any ideas, concepts, or know how contained therein, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity, in any manner (including, without limitation, for commercial, publicity, trade, promotional, or advertising purposes) and in any and all media now known or hereafter devised, and to prepare derivative works of, or incorporate into other works, such Submissions, and to grant and authorize sublicenses of the foregoing without any payment of money or any other form of consideration to you or to any third party. You also acknowledge that your Submissions will not be returned to you and that Audemic has no obligation to acknowledge receipt of or respond to any Submissions. If you make a Submission, you represent and warrant that you own or otherwise control the rights to your Submission. You agree to indemnify Audemicand its affiliates for all claims arising from or in connection with any claims to any rights in any Submission or any damages arising from any Submission.
8.1 We may provide links to other websites or services for you to access. You acknowledge that any access is at your sole discretion and for your information only. We do not review or endorse any of those websites or services. We are not responsible in any way for:(a) the availability of, (b) the privacy practices of, (c) the content, advertising, products, goods or other materials or resources on or available from, or (d) the use to which others make of these other websites or services. We are also not responsible for any damage, loss or offense caused or alleged to be caused by, or in connection with, the use of or reliance on such websites or services.
8.2 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you. The Products must not be framed on any other website, nor may you create a link to any part of the Products unless you have written permission to do so from Audemic. We reserve the right to withdraw linking permission with written notice. The website from which you are linking must comply in all respects with the content standards set out in our acceptable use policy. If you wish to make any use of material on or in the Products other than that set out above, please address your request to firstname.lastname@example.org
The information contained in the Products is for general information purposes only. While we endeavor to keep the information up-to-date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the Products or the information contained on the Products for any purpose. Any reliance you place on such information is therefore strictly at your own risk.
10.1 We are not a health care or education provider, nor should our Products be considered medical advice. Only your physician or other health care provider can do that. Audemic makes no claims, representations or guarantees that the Products provide a medical benefit.
10.2 Any health information and links on the Products, whether provided by Audemic or by contract from outside providers, is provided simply for your convenience.
10.3 Any advice or other materials in the Products are intended for general information purposes only. They are not intended to be relied upon and are not a substitute for professional medical advice based on your individual condition and circumstances. The advice and other materials we make available are intended to support the relationship between you and your healthcare providers and not replace it. We are not liable or responsible for any consequences of your having read or been told about such advice or other materials as you assume full responsibility for your decisions and actions. In particular, to the fullest extent permitted by law, we make no representation or warranties about the accuracy, completeness, or suitability for any purpose of the advice, other materials and information published as part of the Products.
11.1 Subject to the terms of this license agreement (“License Agreement”), as set out in this section 11, and these other Terms, and your payment of applicable subscription fees, Audemic grants you a limited, non-exclusive, revocable license to stream and make personal non-commercial use of the Products.
11.2 The Products contain or embody copyrighted material, proprietary material or other intellectual property of Audemic or its licensors. All right, title and ownership in the Products remain with Audemic or its licensors, as applicable.
11.3 You agree that you will not and you will not assist or permit any third party to:
a) Copy, store, reproduce, transmit, modify, alter, reverse-engineer, emulate, de-compile, or disassemble the Products in any way, or create derivative works of the Products;
b) Use the Products or any part of them to create any tool or software product that can be used to create software applications of any nature whatsoever;
c) Rent, lease, loan, make available to the public, sell or distribute the Products in whole or in part;
d) Tamper with the Products or circumvent any technology used by Audemic or its licensors to protect any content accessible through the Products;
e) Circumvent any territorial restrictions applied to the Products; or
f) Use the Products in a way that violates this License Agreement or the other Terms.
11.4 You may not make the Products available to the public. The Products made available (in whole or in part) are owned by Audemic or its licensors and your use of them must be in accordance with these Terms.
12.1 ASSIGNMENT BY US
Audemic may transfer its rights and obligations under these Terms to any company, firm or person at any time if it does not materially affect your rights under it. You may not transfer your rights or obligations under these Terms to anyone else. These Terms are personal to you and no third party is entitled to benefit under these Terms except as set out here.
12.2 INDEMNITY BY YOU
You agree to defend, indemnify and hold Audemic and its directors, officers, members, investors, managers, employees and agents harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from your use of the Products, your placement or transmission of any message, content, information, software, or other submissions through the Products, or your breach or violation of the law or of these Terms. Audemic reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Audemic defense of such claim.
a) We warrant to you that any Product purchased from us will, on delivery, conform in all material respects with its description and be of reasonably satisfactory quality.
b) We warrant that we will use reasonable skill and care in making the Products available to you during your subscription.
c) Nothing in this sections 12.3 or otherwise in these Terms shall exclude or in any way limit Audemic liability for: fraud; death or personal injury caused by negligence; or liability to the extent the same may not be excluded or limited as a matter of law.
d) The Products and their content are otherwise provided on an “as is” basis and we make no representations or warranties of any kind with respect to them, including as to the accuracy, completeness or currency of the Products or their content. We assume no liability or responsibility for any errors or omissions in the content of the Products, or any failures, delays, or interruptions in the provision of the Products. We disclaim and exclude any express or implied warranties or representations, including any warranties as to merchantability or fitness for a particular purpose of the Products to the broadest extent permitted by law. We make no warranties or representations, express or implied, as to the timeliness, accuracy, quality, completeness or existence of the content and information posted on the Products. We make no warranties or representations, express or implied, for technical accessibility, fitness or flawlessness of the Products. We make no warranties or representations that your use of content and information posted on the Products will not infringe rights of third parties.
e) All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity are, to the extent permitted by law, excluded.
12.4 NO WAIVER
If we delay exercising or fail to exercise or enforce any right available to us under these Terms, such delay or failure does not constitute a waiver of that right or any other rights under these Terms.
12.5 FORCE MAJEURE
We will not be liable to you for any lack of performance, or the unavailability or failure, of the Products, or for any failure or delay by us to comply with these Terms, where such lack, unavailability or failure arises from any cause beyond our reasonable control.
In these Terms, unless the context requires otherwise: i) any phrase introduced by the words “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative only and shall not be construed as limiting the generality of any preceding words; and ii) references to the singular include the plural and to the masculine include the feminine, and in each case vice versa.
12.7 ELECTRONIC COMMUNICATIONS
a) Applicable laws require that some of the information or communications we send to you should be in writing. When using the Products, you agree to transact with us electronically, and that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on the Products. You agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing.
b) In order to retain a copy, please select “Print,” and select the appropriate printer. If you do not have a printer, you can copy the text and the underlying agreement(s) and paste them into a new document in a word processor or a text editor on your computer and save the text.
c) You have the right to receive a paper copy of the communications. To receive a paper copy, please request it by emailing us at email@example.com
d) We may charge you a reasonable service charge to mail you a paper copy of any communication. We will either include such service charge on our fee schedule or we will first inform you of the charge and provide you with the choice as to whether you still want us to send you a paper copy. Please be sure to state that you are requesting a copy of the particular communication.
e) To receive and view an electronic copy of the communications you must have the following equipment and software:
(i) A personal computer or other device which is capable of accessing the Internet. Your access to this page verifies that your system/device meets these requirements.
f) To retain a copy, you must either have a printer connected to your personal computer or other device or, alternatively, the ability to save a copy through use of printing service or software such as Adobe Acrobat®. If you have a word processor or text editor program on your computer, then you can also copy the text and paste the text into a new document in the word processor or text editor and save the text.
g) You can also contact us via email at firstname.lastname@example.org to withdraw your consent to receive any future communications electronically, including if the system requirements described above change and you no longer possess the required system. If you withdraw your consent, we may terminate your use of the Products.
h) We reserve the right, in our sole discretion, to discontinue the provision of your electronic communications, or to terminate or change the terms and conditions on which we provide electronic communications. We will provide you with notice of any such termination or change as required by law.
Unless otherwise specifically indicated, all notices given by you to us must be given to Audemic at email@example.com. We may give notice to you at the e-mail address you provide to us when you register, or in any of the ways specified in section 13.7 above. Notice will be deemed received and properly served immediately when posted on the Products or when an e-mail or other electronic communication is sent. In proving the service of any notice via email, it will be sufficient to prove that such e-mail was sent to the specified e-mail address of the addressee.
12.9 ENTIRE AGREEMENT
These Terms and any document expressly referred to in them constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to their subject matter. We each acknowledge that neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Terms or the documents referred to in them. Each of us agrees that our only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) will be for breach of contract. Nothing in this section limits or excludes any liability for fraud.
12.10 THIRD PARTY RIGHTS
A person who is not party to these Terms will not have any rights under or in connection with these Terms.
12.11 OUR LIABILITY
a) We will use reasonable endeavors to remedy faults in the Products. If we fail to comply with these Terms, we will be liable to you only for the purchase price of the Products in question. In addition, we will not be liable for:
(i) Faulty operation of computers during the registration process or during completion of a subscription or during the transmission of any data and/or for incorrect or overly slow transmission of data by the internet provider and/or any damage that occurs due to information submitted by you not being received by us or not being received promptly or not being considered, as a consequence of technical faults with our software or hardware (whether or not they are within or outside of our control).
(ii) Any loss or damage due to viruses or other malicious software that may infect your Device, computer equipment, software, data or other property caused by you accessing, using or downloading from the Products, or from transmissions via emails or attachments received from us.
(iii) Any use of websites linked to the Products but operated by third parties.
If any provision of these Terms is found unenforceable, then that provision will be severed from these Terms and not affect the validity and enforceability of any remaining provisions.