Terms of Service
Last Updated August 29, 2024
IMPORTANT PLEASE READ THE TERMS OF SERVICE CAREFULLY BEFORE CONTINUING
Welcome to Audio 99 (“Audio 99”, “we”, “our”, or “us”). These terms and conditions (collectively,
the “Terms” or “Agreement”) define your rights and obligations when you use any websites we
own or operate including www.theaudio 99.com (“Sites”), purchase any of our offerings,
participate in our events or promotions, and more generally use any of our other products or
services (collectively, the “Services”).
THE TERMS ALSO CONTAIN A BINDING INDIVIDUAL ARBITRATION CLAUSE AND CLASS-
ACTION WAIVER PROVISION BELOW. IF YOU ACCEPT THE TERMS, YOU AGREE TO
RESOLVE DISPUTES IN BINDING, INDIVIDUAL ARBITRATION AND GIVE UP THE RIGHT
TO GO TO COURT INDIVIDUALLY OR AS PART OF A CLASS ACTION. THESE TERMS WILL
AFFECT YOUR LEGAL RIGHTS. PLEASE REVIEW THEM CAREFULLY. YOU MAY HAVE A
TIME-LIMITED RIGHT TO OPT OUT.
1. Agreement
By using our Services, you agree to be bound by the terms of this Agreement. By entering into
this Agreement, you are confirming you are an adult of legal age, you understand and accept
this Agreement, and you are legally and financially responsible for all actions using or accessing
the Services. If you are under the legal age of majority, your parent or legal guardian must
consent to this Agreement. If you (or your parent or legal guardian) do not or cannot agree to
the terms of this Agreement, you may not use our Services. Our Service is not directed at or
meant for individuals under the age of 13, and no one under the age of 13 is allowed to use our
Services.
This Agreement is a legal agreement between you and us and it describes the terms and
conditions for using the Services. In addition, by agreeing to this Agreement, you are also
expressly agreeing and acknowledging that various third-parties may be exercising some of our
rights on our behalf under the Agreement. By accepting and agreeing to this Agreement, you
are also agreeing to our Privacy Policy, which is expressly incorporated in full into this
Agreement. Our Privacy Policy describes the types of data we collect from you and your
devices, how we use your data, and the legal bases we have to process your data.
By accepting and agreeing to this Agreement, you are also agreeing to all terms of service and
use, legal requirements, privacy policies, and any other agreements, terms and conditions of the
(such as Spotify, Apple Podcasts, iHeart, Google Podcasts, Amazon Podcasts, YouTube,
Pandora, Stitcher, Oxygen, and other audio and/or video platforms) used to access the Services
or otherwise. Please review those third parties’ terms, policies, and agreements carefully. We
are not responsible for the terms, policies, disclosures or actions of any third-party platforms.
We may modify these Terms at any time, and if we do, we will notify you by email or by posting
the modified Terms. Please review any modified Terms before you continue using the Services.
If you continue to use the Services, you are bound by the modified Terms. If you do not agree to
be bound by the modified Terms, then you may not use the Services. By using any of our
Services, you represent that you are at least 18 years old, and that all information you submit is
correct.
If you breach these Terms we may take action against you, including but not limited to
terminating your Account, Subscription Services, and/or disabling your access to the Services.
You acknowledge that we have no obligation to, and will not, reimburse or refund you for
Subscription Services or other purchases, access, and downloads lost due to involuntary
suspension or termination of your Account.
2. License Grant
Subject to these Terms and your compliance therewith, Audio 99 grants to you a personal,
nonexclusive, nontransferable, revocable, non-sublicensable, revocable, limited right and
license to access, download, play, listen to, display, and/or use the Content solely for your
permitted use within the Services (collectively, the “License”). “Content” means live video and/or
audio, video and/or audio recordings, podcasts, pictures, text, software, scripts, graphics,
photos, sounds, music, videos, audiovisual combinations, communications, interactive features,
works of authorship of any kind, templates, written offerings, or other materials that are
generated, provided, or otherwise made available through the Services.
The rights granted to you under the License are subject to these Terms and your full compliance
with the Terms, and you may only make use of the License if you comply with all applicable
Terms. The Content is licensed, not sold, to you, and you hereby acknowledge that no title or
ownership in the Content is being transferred or assigned to you and the Terms should not be
construed as a sale of any rights in the Content. Audio 99 and/or applicable third-parties retain
all right, title, and interest to the Content, including, but not limited to, all copyrights, trademarks,
trade secrets, trade names, proprietary rights, patents, titles, computer codes, written works and
materials, templates, guides, course and other materials, audio files, MP3 files, video files,
audiovisual files, themes, characters, character names, stories, dialog, settings, artwork, sounds
effects, musical works, and moral rights.
The Content are protected by U.S. copyright and trademark law and any other applicable
intellectual property laws and treaties throughout the world. You acknowledge that all copyrights
and other intellectual property rights in the Services are owned by us and/or applicable third-
parties to the full extent permitted under the United States Copyright Act and all international
copyright laws and all other applicable laws. All rights in product names, trade names, logos,
service marks, trade dress, slogans, product packaging, and designs of our Services, whether
or not appearing in large print or with the trademark symbol, belong exclusively to us and/or
applicable third-parties and are protected from reproduction, imitation, dilution, or confusing or
misleading uses under national and international trademark and copyright laws.
The Content may not be copied, recorded, reproduced, altered, modified, or distributed in any
manner or medium, in whole or in part, without prior written consent from Audio 99 and/or
applicable third-parties. All rights not expressly granted under this Agreement are reserved by
Audio 99 and/or applicable third-parties.
3. License and Use Conditions; Community Guidelines (Code of Conduct)
You agree that you are responsible for your own conduct while using our Services and/or
accessing our Content, and for any consequences thereof. You may not do or attempt to do any
of the following with respect to the Services and Content, or any parts thereof (Code of
Conduct), unless specifically authorized to do so:
(a) use the Services and Content, or any parts thereof commercially or for a promotional
purpose, or otherwise commercially exploit same;
(b) distribute, lease, license, sell, rent, display, record, or otherwise transfer or assign the
Content, or use them in a way that is not expressly authorized in the Terms;
(c) make a copy of any Content, or any part thereof, or otherwise make same available on a
network for use or download;
(d) modify or delete any portion of the Content;
(e) use the Services, Content, or any parts thereof to promote or endorse any third party
causes, ideas, Web sites, products or services;
(f) re-produce, edit, re-transmit, redistribute, or in any way repurpose the Content;
(g) remove, disable, circumvent, or modify any proprietary notice or label or security technology
included in the Services or Content;
(h) use the Services, Content, or any parts thereof to infringe or violate the rights of any third
party, including but not limited to any intellectual property, publicity, or privacy rights;
(i) use, export, or re-export the Services, Content, or any parts thereof in violation of any
applicable law or regulation.
(j) bypass, remove, deactivate, descramble, or otherwise circumvent any technological measure
implemented to protect the Content or Services;
(k) post, publish, submit or transmit any User Content (defined below) that infringes,
misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral
rights, or other intellectual property rights, or rights of publicity or privacy;
(l) delete, obscure, or in any manner alter any attribution, warning, or link that appears in the
Services or Content;
(m) discrimination or make discriminatory comments of any form or manner, including without
limitation on the basis of race, gender, religion, sex, gender identity, age, disability, ethnic origin,
or sexual orientation when using our Services or in any User Content;
(n) disparage, defame, name-call, or engage in any form of intimidation against another user,
including swearing or use of any other inappropriate or offensive language, or making offensive
or insensitive remarks of any kind when using our Services or in any User Content;
(o) make or post any sexually explicit remarks or images, or engage in any act of sexual
misconduct, including but not limited to sexual innuendo, sharing sexually explicit content, or
making offensive or inappropriate advances or comments to other users when using our
Services or in any User Content;
(p) reveal personally identifying information of other users or infringe on the privacy of other
users when using our Services or in any User Content;
(q) harassing, stalking, spamming, or making any other inappropriate comments or actions
towards other users when using our Services or in any User Content;
(r) violate any applicable law or regulation; or
(s) encourage or enable any other individual to do any of the foregoing.
We reserve the right to discontinue providing our Services, Content, or any parts thereof, and to
require that you cease accessing or using same at any time for any reason, including without
limitation if you violate the Code of Conduct in any way.
You agree that your use of the Services is at your own risk, and that you will not use the
Services to violate any applicable law, regulation, policies, or instructions as outlined in these
Terms and you will not encourage or enable any other individual to do so. Under no
circumstances and under no legal theory, tort, contract, strict, liability, or otherwise, shall the we
or any related companies be liable to you or any other person for any indirect, special,
incidental, damages for lost profits, loss of goodwill, work stoppage, accuracy of services,
content or results, computer failure or malfunction, or damages resulting from the Content,
Services or any parts thereof.
You agree to indemnify and hold harmless Audio 99 and its officers, employees, agents,
representatives, affiliates, subcontractors, members and assigns, against any and all claims,
disputes, demands, actions, suits, damages, liabilities, obligations, losses, settlements,
judgements, costs and expenses (including without limitation attorneys’ fees and costs) made or
entered into against us that arise out of, relate to or are the result of your actions, contents and
communications related to our Services. Similarly, if you have a dispute with any third party
relating to your use of our Services, you release Audio 99 (and our officers, directors, agents,
subsidiaries, joint ventures, and employees) from all claims, demands, and damages (actual
and consequential) of every kind and nature, known and unknown, suspected and unsuspected,
disclosed and undisclosed, arising out of or in any way connected with such disputes.
4. User Generated Content
Our Services may also allow you to upload, publish, or otherwise make available user
generated content (“User Content”). User Content may include without limitation messages,
files, photographs, videos, artwork, questions, drawings, recordings, images, voice
communication, texts, experiences, interactive features, screenshots, audiovisual combinations,
musical works, animations, and other types of works (standalone or in combination).
You hereby grant to Audio 99 an irrevocable and non-exclusive permission, right, and license to
host, copy, import, store, modify, adapt, display, perform, reproduce, create derivative works,
publicly display, transfer, sublicense, and distribute (collectively “Use”) your User Content in
whole or in part in any media, platform, or channel in connection with our Services. You retain all
other rights that you may have in your User Content. You understand that you are not entitled to
receive any compensation, fees, consideration, or other remuneration for your User Content in
connection with our Services or our Use of your User Content.
Each time you submit any User Content, you represent and warrant that you are at least the age
of majority in the jurisdiction in which you reside and are the parent or legal guardian, or have all
proper consents from the parent or legal guardian, of any minor who is depicted in or
contributed to any User Content you submit.
You also represent and warrant that your User Content does not infringe upon the copyright,
trademark, patent, trade secret or other intellectual property rights of any third party. You further
represent and warrant that you will not use or contribute User Content that is unlawful, tortious,
defamatory, obscene, invasive of the privacy of another person, threatening, harassing, abusive,
hateful, racist or otherwise objectionable or inappropriate. We may remove any User Content
and any related content or elements at our sole discretion.
We are not obligated to use your User Content. We do not in any manner endorse any User
Content and cannot, and will not, vouch for its reliability. We are not responsible for any User
Content and have no duty to monitor the User Content posted on the Services. You use any
information contained in User Content at your own risk. We have the right, in their sole
discretion, to monitor, review, edit, remove, delete, disable, refuse, restrict, or terminate access
to your User Content or the Services (in whole or in part) at any time, without prior notice and in
our sole discretion, for any or no reason.
5. Unsolicited Submission
Audio 99 does not accept any creative ideas, suggestions, or materials in any format that it has
not specifically requested (including, but not limited to, unsolicited screenplays, story ideas,
concepts, pitch decks, treatments, fan fiction, characters, artwork, other submissions for motion
pictures, television programs or other products or services, or any feedback, notes, or
suggested improvements) (collectively, “Unsolicited Submissions”). This is intended to prevent
possible future misunderstandings when projects developed by or on behalf of our professional
staff or creative partners might seem to others to be similar to their own creative ideas,
suggestions, or materials. Therefore, please do not make any such Unsolicited Submissions to
us through the Service, by email, or otherwise.
Should you share any Unsolicited Submission despite this request, you do so with the
understanding that you will not receive any fees or other consideration, that it may be deemed
User Content hereunder and subject to the license and all other terms and conditions above,
and that you are waiving any claims regarding the use thereof. We shall have no obligation to
review or return any Unsolicited Submission, and we may elect to return or discard it at our sole
discretion with no liability whatsoever. In addition, we retain all of the rights held by members of
the general public with regard to your Unsolicited Submissions and our receipt of them is not an
admission by us of their novelty, priority, or originality, and it does not impair our right to contest
existing or future intellectual property rights relating thereto.
6. User Comments and Feedback
We and our Services may offer various opportunities to interact and share your opinions and
thoughts with us and others, or via various forum and blogs on our Sites, social media pages, or
via other community initiatives. However, please note that the opinions or views expressed, or
statements made via posts, user comments, feedback, “wiki” entries, online chat, or via other
features (collectively referred to herein as “User Comments”), do not reflect the opinions or
views of Audio 99.
We do not review, edit or modify User Comments. However, we reserve the right to remove or
modify any User Comments for any reason. By sharing User Comments and accepting the
terms of this Agreement, you acknowledge that we may make such deletions or changes
without notice to you, nor is any such change or removal subject to review, appeal or revocation.
We may also, from time to time, publicly share or redistribute User Comments on our Site, in our
online offerings and classes, or through other media or social media channels, press releases,
or promotional and marketing materials. You hereby grant us a non-exclusive, perpetual and
irrevocable right and license us to use your User Comments in connection with our Services.
Similarly, if you provide us with any Feedback, you hereby grant us a non-exclusive, fully paid,
royalty-free, worldwide, perpetual, irrevocable, sublicensable, transferable, and assignable
license to use, reproduce, distribute, modify, adapt, prepare derivative works based on, publicly
perform, publicly display, make, have made, use, sell, offer to sell, import, and otherwise exploit
any and all Feedback for any purposes, for all current and future methods and forms of
exploitation. “Feedback” means suggestions, comments, ideas, and all other types of
information that you provide, publish, or otherwise communicate directly or indirectly to us that
relates to our Services.
7. Subscription Services and Other Purchases
You may be able to purchase additional access to the Content through the Services in
connection with your agreement to purchase a subscription to such offerings for a set period
(e.g., monthly or weekly subscription term) (collectively, “Subscription Service”), such as through
Audio 99+. We may offer different packages or variations of Subscription Services over time.
By subscribing to a Subscription Service, you confirm that you are at least 18 years of age, that
all information you submit is true and correct (including all credit card information), and that you
are the authorized holder of the credit card. Payments for Subscription Services are non-
refundable and there are no refunds for only partial use of a Subscription Service. We may
change the price of a Subscription Service, introduce new subscription plans, or remove plans
from time to time. Subscription Services may not be redeemed for cash, sold or transferred to
another user.
Once you enter and submit your payment information, you expressly agree and authorize us
and/or our third-party payment processor to immediately charge your credit card or debit card
(or other approved facility) in an amount equal to the total purchase price. You also expressly
authorize and agree that we and/or our third-party payment processor is authorized to
automatically charge your payment method for any one-time fees and/or Subscription Services.
You acknowledge and agree that we do not need to obtain any additional authorization from you
for any automatic and/or recurring payments.
You are not authorized to access any Subscription Services unless you have registered and
paid the appropriate fee. You may not assist anyone else in accessing Subscription Services on
an unauthorized basis, including by sharing your access credentials or providing any content or
other materials that you obtained through Subscription Services to third parties. You are
responsible for maintaining the confidentiality of your access credentials and for all usage or
activity on your Subscription Services accounts, including the use of Subscription Services by
any third party authorized by you to use your access credentials. Such responsibility expressly
includes any purchases made or other charges incurred on your credit card in connection with
your use (or an authorized third party’s use) of the Subscription Services. In the event of any
fraudulent, abusive or otherwise illegal activity on your Subscription Services accounts, we may,
in our sole discretion, terminate those accounts and refer you to appropriate law enforcement
agencies. You may be responsible for damages from any such fraudulent, abusive, or otherwise
illegal activity.
8. Disclaimers and Limitation of Liability
DISCLAIMER: ALL INFORMATION, CONTENT, AND MATERIAL AVAILABLE IN THE
SERVICES ARE PROVIDED ON AN “AS IS” BASIS. TO THE FULL EXTENT PERMISSIBLE
BY LAW, WE DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS
OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. WE DO NOT WARRANT THE NON-INFRINGEMENT OF ANY
INTELLECTUAL PROPERTY RIGHT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY
THAT (1) THE SERVICES WILL OPERATE PROPERLY, (2) THAT THE SERVICES WILL
MEET YOUR REQUIREMENTS, (3) THAT THE OPERATION OF THE SERVICES WILL BE
UNINTERRUPTED, BUG FREE, OR ERROR FREE IN ANY OR ALL CIRCUMSTANCES, OR
(4) THAT ANY DEFECTS IN THE SERVICES CAN OR WILL BE CORRECTED. ANY
WARRANTY AGAINST INFRINGEMENT THAT MAY BE PROVIDED IN SECTION 2-312 OF
THE UNIFORM COMMERCIAL CODE OR IN ANY OTHER COMPARABLE STATUTE IS
EXPRESSLY DISCLAIMED. THIS PARAGRAPH WILL APPLY TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW.
NO WARRANTIES: AUDIO 99 AND ITS AFFILIATES, LICENSORS AND DISTRIBUTORS
DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE PRIVACY AND
INTEGRITY OF THE COMPUTER RESOURCES YOU USE TO ACCESS THE CONTENT AND
SERVICES. NEITHER WE NOR OUR LICENSORS OR DISTRIBUTORS SHALL BE LIABLE
FOR ANY DISRUPTIONS, DELAYS OR OTHER OMISSIONS IN ANY CONNECTION, DATA
EXCHANGE OR OTHER INTERACTION THAT YOU MAY EXPERIENCE WHEN ACCESSING
AND USING THE CONTENT AND SERVICES, REGARDLESS OF CAUSE (I.E., ANY SYSTEM
FAILURE, SERVER ACCESS LOSS, OR DATA BREACH RESULTING FROM ANY CAUSE,
INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, NATURE OR OTHER CAUSES).
NEITHER WE NOR OUR LICENSORS OR DISTRIBUTORS SHALL BE RESPONSIBLE FOR
THE CONDUCT OF ANY USERS OR COMPUTERS THAT CONNECT, EXCHANGE DATA, OR
OTHERWISE INTERACT WITH YOU OR YOUR COMPUTER AS A RESULT OF YOUR USE
OF THE SERVICES.
LIMITATION OF LIABILITY: YOUR PURCHASE AND/OR USE OF THE SERVICES AND
CONTENT IS AT YOUR OWN RISK. WE DO NOT WARRANT THAT YOUR ABILITY TO
ACCESS THE SERVICES OR CONTENT WILL BE TIMELY, SECURE, UNINTERRUPTED OR
DEFECT-FREE. IN NO EVENT WILL WE NOR OUR AFFILIATES BE LIABLE FOR DIRECT,
INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES,
INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS, PROCUREMENT
OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE OR LOSS OF DATA, OR
BUSINESS INTERRUPTION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY,
WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT ARISING IN ANY WAY OUT OF
PURCHASE OR USE OF THE CONTENT OR SERVICES. IN NO EVENT WILL YOU BE
ENTITLED TO A REFUND OR CHARGEBACK FOR THE CONTENT OR SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AUDIO 99 AND ITS
AFFILIATES LICENSORS AND DISTRIBUTORS SHALL NOT BE LIABLE IN ANY WAY FOR
ANY LOSS OF PROFITS OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL,
PUNITIVE, OR EXEMPLARY DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR THE CONTENT OR SERVICES, OR THE DELAY OR INABILITY TO USE
OR LACK OF FUNCTIONALITY OF THE CONTENT OR SERVICES, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY, INDEMNITY, PRODUCT LIABILITY, BREACH OF
CONTRACT, BREACH OF WARRANTY, OR OTHERWISE. FURTHER, TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY ARISING OUT
OF OR IN CONNECTION WITH THIS AGREEMENT OR THE CONTENT OR SERVICES WILL
NOT EXCEED THE TOTAL AMOUNTS YOU HAVE PAID (IF ANY) FOR THE CONTENT OR
SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS
GIVING RISE TO SUCH LIABILITY. THESE LIMITATIONS AND EXCLUSIONS REGARDING
DAMAGES APPLY EVEN IF ANY REMEDY FAILS TO PROVIDE ADEQUATE
COMPENSATION.
9. Indemnity
This section only applies to the extent permitted by applicable law. If you are prohibited by law
from entering into the indemnification obligation below, then you assume, to the extent permitted
by law, all liability for all claims, demands, actions, losses, liabilities, and expenses (including
attorneys’ fees, costs and expert witnesses’ fees) that are the stated subject matter of the
indemnification obligation below.
You agree to indemnify, pay the defense costs of, and hold Audio 99, its licensors and
distributors, its and their affiliates, and its and their employees, officers, directors, agents,
contractors, and other representatives harmless from all claims, demands, actions, losses,
liabilities, and expenses (including attorneys’ fees, costs, and expert witnesses’ fees) that arise
from or in connection with (a) any claim that, if true, would constitute a breach by you of this
Agreement or negligence by you, (b) any act or omission by you in using the Services, or (c)
any claim of infringement or violation of any third-party intellectual property rights arising from
your User Content. You agree to reimburse Audio 99 on demand for any defense costs incurred
by Audio 99 and any payments made or loss suffered by Audio 99, whether in a court judgment
or settlement, based on any matter covered by this Section 9.
10. Termination
We reserve the right to terminate your right to access and use the Services if you violate these
Terms or any other terms or policies referenced herein, or if you otherwise create risk or
possible legal exposure for us.
11. Governing Law and Jurisdiction
This Agreement shall be construed and enforced in accordance with the laws of the State of
California, United States of America, without reference to the principles of conflict of laws of any
jurisdiction (including those of the State of California). For any disputes deemed not subject to
binding individual arbitration, as provided in the section immediately below, you agree to submit
to the exclusive jurisdiction and venue of the state and federal courts in Los Angeles, California,
and you agree to waive any jurisdictional, venue, or inconvenient forum objections to such
courts.
12. Binding Individual Arbitration
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS, INCLUDING
YOUR RIGHT TO FILE A LAWSUIT IN COURT. THE ARBITRATION PROCEEDINGS IN THIS
SECTION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY.
YOU AGREE THAT DISPUTES BETWEEN YOU AND AUDIO 99 WILL BE RESOLVED BY
BINDING, INDIVIDUAL ARBITRATION, AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL
BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED
CLASS ACTION OR REPRESENTATIVE PROCEEDING.
THIS NOTICE DOES NOT APPLY: (1) IF YOU ARE A RESIDENT OF THE EEA, OR ANY
JURISDICTION WHICH DOES NOT ALLOW THIS ARBITRATION AGREEMENT, OR (2) IF
YOU OPT OUT OF ARBITRATION AS DESCRIBED IN THE "ARBITRATION" SECTION
BELOW.
If you live in the United States or another jurisdiction which allows you to agree to arbitration,
you and Audio 99 agree to arbitrate all Disputes regardless of whether the Dispute is based in
contract, statute, regulation, ordinance, tort (including fraud, misrepresentation, fraudulent
inducement, or negligence), or any other legal or equitable theory, except that each party retains
the right: (a) to bring an individual action in small claims court and (b) to seek injunctive or other
equitable relief in a court of competent jurisdiction to prevent the actual or threatened
infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets,
patents, or other intellectual property rights.
Arbitration is an alternative dispute-resolution procedure that allows us to resolve issues without
the formality of going to court. Any dispute between us and you is submitted to a neutral
arbitrator (not a judge or jury) for fair and fast resolution.
In the event of any dispute, controversy, or difference, arising among or out of, or in relation to,
or in connection with the interpretation or performance of this Agreement or any of the terms
hereof, or a breach hereof (“Dispute”), the parties hereto shall promptly conduct informal
discussions and negotiations in good faith with a view to resolve such Dispute effecting as
nearly as possible the intent and purposes of this Agreement. Any resolution of such Dispute
shall be set forth in a writing signed by the parties.
If such Dispute cannot be satisfactorily resolved by the Parties themselves through friendly
consultation within a period of thirty (30) calendar days after notice by you to Audio 99 of a
Dispute, you or Audio 99 may commence an arbitration in accordance with this Agreement. Any
such arbitration will be submitted to arbitration in the County of Los Angeles, State of California,
in accordance with the rules and regulations of the American Arbitration Association then in
effect, provided that said arbitration shall be heard before a single arbitrator, selected pursuant
to said rules and regulations. Said arbitrator shall be well acquainted with the entertainment
business in the County of Los Angeles. The arbitrator’s decision shall be controlled by the terms
and conditions of this Agreement and shall be final and binding. Judgment upon the award of
the arbitrator may be enforced in any court of competent jurisdiction. The prevailing party shall
be entitled to recover from the losing party, in addition to all other relief to which it may be
entitled, its costs and expenses, including, without limitation, actual attorneys' fees and the
costs of expert witnesses.
Audio 99 will pay its arbitration costs as required by the arbitration rules and, in the event that
you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the
costs of litigation, we will pay as much of your arbitration filing and hearing fees as the arbitrator
deems is necessary to prevent the arbitration from being cost-prohibitive as compared to the
cost of litigation. Each side shall pay his, her, or its own attorneys’ fees and costs unless the
claim(s) at issue permit the prevailing party to be paid its fees and/or litigation costs, in which
case the arbitrator shall award fees or costs as required by the applicable law.
This Binding Individual Arbitration section survives any termination of this Agreement. Further,
although we may revise this Agreement, Privacy Policy, or other related agreements at our
discretion, we not have the right to alter this agreement to arbitrate or the rules specified herein
with respect to any Dispute once that Dispute has accrued. If any part of this Binding Individual
Arbitration section is deemed invalid, unenforceable, or illegal, then the balance of this
arbitration provision shall remain in effect and be construed in accordance with its terms as if
the invalid, unenforceable, or illegal provision had not been included.
13. Class Action Waiver.
THE ARBITRATION PROCEEDINGS DESCRIBED ABOVE IN SECTION 13 OF THIS
AGREEMENT WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY. Neither You nor
Audio 99 shall be entitled to join or consolidate disputes by or against other individuals or
entities, or to arbitrate any dispute in a representative capacity, including, without limitation, as a
representative member of a class or in a private attorney general capacity, in connection with
any Dispute. Further, unless both you and we agree, the arbitrator may not consolidate more
than one person’s claim. The arbitrator may award any individual relief or individual remedies
that are permitted by applicable law, but to the maximum extent permitted by applicable law,
may not award relief against Audio 99 respecting any person other than you.
14. Links to Third Party Sites
Our Services may provide links to other websites operated by third parties. Because we have no
control over third-party websites, we are not responsible for the availability of those websites
and do not endorse and are not responsible or liable for any content, advertising, services,
products, or other materials on or available from such websites. We shall not be responsible or
liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in
connection with the use of or reliance on any content, advertising, services, products, or other
materials on or available from such websites. These Terms of Use do not apply to your use of
third-party websites; your use of such websites is subject to the terms and policies of the owner
of such websites. We strongly advise you to read the terms and conditions and privacy policies
of any third party web sites or services that you visit.
15. Digital Millennium Copyright Act (DMCA) Notices; Copyright Agent
We respect the intellectual property rights of others. To the best of our knowledge, the content
that appears on our Services does not infringe the copyrights of others. If you believe that your
work has been copied in a way that constitutes copyright infringement by any content or
material on our Services, please provide the following information in writing to us at the contact
information below for further detail:
1. A physical or electronic signature of a person authorized to act on behalf of the copyright
owner.
2. A description of the material that you claim 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 us to locate the material, like the site URL of the material.
3. Information so that we can contact you, such as address, telephone number and electronic
mail address.
4. A statement that you (the complaining party) 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.
5. A statement that the information in the notification is accurate and, under penalty of perjury,
that you are the copyright owner or are authorized to act on behalf of the owner of a copyright
that is allegedly infringed.
If you believe that we improperly removed or disabled content or materials you posted,
uploaded or submitted to the Services, please provide the following to us for further detail:
1. Your physical or electronic signature.
2. A description of the materials that have been removed or to which access has been disabled
and the location at which the material appeared before it was removed or access to it was
disabled.
3. A statement under penalty of perjury that you have a good faith belief that the material was
removed or disabled as a result of mistake or misidentification of the material to be removed or
disabled.
4. Your name, address and telephone number, and a statement that you consent to the
jurisdiction of the Federal District Court for the judicial district in which the address is located,
and that you will accept service of process from the person who provided notification of the
alleged infringement.
16. Amendments of this Agreement
We may issue an amended Agreement, Privacy Policy, or other related agreements at any time
in our sole discretion by posting the amended Agreement, Privacy Policy, or related agreement
on our website or by providing you with digital access to amended versions of any of these
documents. If any amendment to this Agreement, Privacy Policy, or related agreement is not
acceptable to you, you may terminate this Agreement and must stop using our Services. Your
continued use of the Services will demonstrate your acceptance of the amended Agreement,
Privacy Policy, or related agreement.
17. No Assignment
You may not, without the prior written consent of Audio 99, assign, transfer, charge, or sub-
contract all or any of your rights or obligations under this Agreement, and any attempt without
that consent will be null and void. We, however, may at any time assign, transfer, charge, or
sub-contract all or any of its rights or obligations under this Agreement.
18. International Users
Our Services are controlled and operated by us from within the United States of America, and is
intended for use only by residents of the United States. We make no representations or
warranties that the content or materials of the Services are appropriate or lawful in any foreign
countries, or that anything offered through the Services will be available outside the United
States. Those who choose to access the Services from other locations do so on their own
initiative and are responsible for compliance with local laws, if and to the extent local laws are
applicable. You may not use, export or re-export any content downloaded from the Services or
any copy or adaptation of such content, in violation of any applicable laws or regulations,
including without limitation United States export laws and regulations.
20. Miscellaneous
Waiver: Failure of Audio 99 to enforce at any time or for any period of time any of the provisions
hereof shall not be construed to be a waiver of such provision or our right to enforce each such
provision and no waiver, if granted, shall be continuing. No waiver of any term or condition of
this Agreement shall be valid or binding on us unless the same shall have been set forth in a
written document, specifically referring to this Agreement and duly signed by Audio 99.
Entire Agreement: This Agreement sets forth the entire agreement between you and us with
respect to the subject matter hereof, and supersedes and replaces any and every other prior or
contemporaneous agreement, understanding or negotiation that may have existed between you
and us to the extent that any such Agreement relates to the subject matter hereof.
Severability: If, but only to the extent that, any provision of this Agreement is declared or found
to be illegal, unenforceable, or void, then the parties shall be relieved of all obligations arising
under that provision, it being the intent that this Agreement will be deemed amended by
modifying the provision to the extent necessary to make it legal and enforceable while
preserving its intent. If that is not possible, it shall be substituted with another provision that is
legal and enforceable and achieves the same objective. If the remainder of this Agreement is
not affected and is capable of substantial performance, then the remainder shall be enforced to
the extent permitted by law.
Assignment: Audio 99 shall have the right to assign this Agreement and all or any part of our
rights hereunder to any person, firm or corporation, and this Agreement shall be binding upon
and inure to the benefit of our successors, licensees and assigns. This Agreement the rights
and obligations hereunder may not be assigned by you.
Contact Information: Please contact us either through our email at info@theaudio99.com, on our
Site at www.theaudio99.com, or by writing us at: Audio 99, 16030 Ventura Blvd. Suite 240,
Encino, CA 91436