AUDIOLIFE.COM TERMS OF SERVICE 

Last Modified on April 23, 2009 

PLEASE READ THESE TERMS OF SERVICE CAREFULLY; THIS IS A BINDING CONTRACT. 

Audiolife.com and related Audiolife Internet widget applications (the “Web Site”), are an on-line music production, distribution and promotional service made available to you by INHANCE MEDIA, a California Corporation (“Inhance Media,” “we” or “us”).  The Web Site enables registered account holders to promote, sell, distribute content and products throughout the web and allows users to browse, preview and purchase such content and products that are made available through the Web Site.   

All of the services available through the Web Site, whether offered by us or our business partners are referred to herein as the “Services.”  Certain Services may require you to agree to additional terms and conditions.  A full description of the Services available through the Web Site and the fees associated with such Services can be found here.

We may amend these TOS at any time by posting the amended TOS on the Web Site, and you agree that you will be bound by any changes to these TOS.  For your convenience, the date of last revision is included at the top of this page.  We may make changes to the Web Site and/or the Services at any time.  If you do not consent to any of the changes your only remedy is to terminate your use of the Web Site and/or the Services.  You understand that we may discontinue or restrict your use of the Web Site and/or the Services for any reason or no reason with or without notice.   

Your use of the WEB Site AND/OR THE SERVICES, or BY PURCHASING PRODUCTS AND/OR DOWNLOADS THROUGH THE SERVICES, signifies that you agree to these Tos and constitutes your binding acceptance of these Tos, including any modifications that WE make from time to time. 

1. Additional Terms

The terms and conditions contained in these TOS may not be the only terms that apply to certain activities or transactions you may conduct on the Web Site.  Both these TOS and the Web Site include important information associated with the Services.  Should you wish to create an account to sell products and/or music downloads through the Web Site, you will also need to agree to the Artist Services Terms and Conditions [Artist Services Terms and Conditions URL] (singly, the “T&C” and collectively with these TOS, the “Web Site Agreements”).  In addition, there may be other documents and agreements that apply to your use of the Web Site.   

2. Purchasing Products and Your Payment Responsibilities 

You must give Inhance Media accurate billing and payment information when making purchases through the Services. You are responsible for all charges incurred in connection with your purchases through the Services, including all applicable taxes, fees and surcharges and you authorize Inhance Media to charge your designated payment method. If Inhance Media does not receive payment from your designated payment method, you agree to pay all amounts due upon demand. Every time you use a Service, you reaffirm that (i) Inhance Media (or its designated vendor acting as Inhance Media's billing agent) is authorized to charge your designated payment method; (ii) Inhance Media may submit charges incurred by you for payment; and (iii) you will be responsible for such charges, even if your membership is canceled or terminated.  Unless you notify Inhance Media of any discrepancies within thirty (30) days after they first appear on your account statement, they will be deemed accepted by you for all purposes, including resolution of inquiries made by your card issuer. You release Inhance Media from all liabilities and claim of loss resulting from any error or discrepancy that is not reported to Inhance Media within thirty (30) days of its first appearance on an invoice or credit card statement.  You agree to pay Inhance Media all reasonable attorney's fees, late fees and costs incurred by Inhance Media to collect any past due amounts. The fees, charges and payments hereunder do not include, and you are solely responsible for, paying any taxes, duties, government levies or other charges imposed by a taxing or other regulatory authority relating to your use of the Services. You are solely responsible for arranging payment for any and all additional or premium charges for your use of any third party services via the Services.  

INHANCE MEDIA RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS FEES AND BILLING METHODS, INCLUDING THE ADDITION OF SUPPLEMENTAL FEES OR SEPARATE CHARGES FOR CONTENT, OR SERVICES, EFFECTIVE THIRTY (30) DAYS AFTER AN ONLINE POSTING AT http://www.audiolife.com/. INHANCE MEDIA MAY ADDITIONALLY PROVIDE NOTICE OF BILLING CHANGES VIA EMAIL. YOUR CONTINUED USE OF THE SERVICE FOLLOWING THE EFFECTIVE DATE OF A CHANGE TO SUCH FEES AND BILLING METHODS SHALL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGE. 

Orders of physical products purchased by you through the Services will be delivered within the time period specified for the delivery method you have selected.  Physical goods purchased through the Services are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon our delivery to the carrier.  

Should you purchase a digital download through the Services, we will send you an email containing a link which will allow you to download the purchased file to the email address you provided to us when making the purchase.

3. Third-Party Services

Inhance Media may use third parties to provide certain services accessible through the Web Site. Inhance Media does not control those third parties or their services, and you agree that Inhance Media will not be liable to you in any way for your use of such services. These third parties may have their own terms of use and other policies. You must comply with such terms and policies as well as these TOS when you use these services. If any such terms or policies conflict with these TOS, agreements or policies, you must comply with these TOS, agreements or policies, as applicable. 

4. Your Conduct 

You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content"), whether posted to the Web Site community or privately transmitted through the Web Site, are the sole responsibility of the person from which such Content originated. This means that you, and not Inhance Media, are entirely responsible for all Content that you upload, post, email or otherwise transmit via the Services. We do not control the Content transmitted via the Services and, as such, do not guarantee the accuracy, integrity or quality of such Content.  Under no circumstances will we be liable in any way for any Content, including, but not limited to, 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 or otherwise transmitted via the Services.  

You agree to not use the Service to: 

      a. Upload, post, email or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; 

      b. harm minors in any way; 

      c. impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; 

      d. upload, post, email or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); 

      e. upload, post, email or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party; 

      f. upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that are designated for such purpose; 

      g. upload, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; 

      h. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service; 

      i. act in any manner that negatively affects other users' ability to use the Service; 

      j. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; 

      k. intentionally or unintentionally violate any applicable local, state, national or international law, and any regulations having the force of law; 

      l. "stalk" or otherwise harass another; or 

      m. collect or store personal data about other users. 

We do not, and cannot, pre-screen or monitor all Content.  You acknowledge that we may not pre-screen Content, but that Inhance Media and its designees shall have the right (but not the obligation) in their sole discretion to refuse posting or moving any Content that is available via the Web Site and/or Services. Without limiting the foregoing, Inhance Media and its designees shall have the right to remove any Content that violates the TOS or is otherwise objectionable, as determined by Inhance Media in its sole discretion. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by Inhance Media or submitted to the Web Site, including without limitation information made available through the Services.  

You acknowledge and agree that we may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the TOS; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Inhance Media, its users and the public.  

You understand that the technical processing and transmission of the Services, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.  

5. Monitoring Public Areas 

The Service may have features that allow you to exchange messages with other users, submit email messages and/or make public postings of Content through forums on the Web Site (collectively, “Postings”). 

  You acknowledge and agree that all Postings are owned by us (and/or our licensors) and are, at all times, our sole property and/or the sole property of our licensors.  You agree that you may not upload or otherwise transmit on or through the Web Site and/or the Services any Posting that is subject to any third-party rights.  If and to the extent you are deemed to have retained, under applicable law, any right, title or interest in or to any portion of any Posting, you hereby transfer, grant, convey, assign and relinquish solely and exclusively to us all of your right, title and interest in and to such Posting, without reservation and without additional consideration, under applicable patent, copyright, trade secret, trademark and other similar laws or rights, in perpetuity.  To the extent such assignment is ineffective under applicable law, you hereby grant to us and our licensors, including without limitation our respective successors and assigns, the sole and exclusive, irrevocable, sublicensable, transferable, worldwide, paid-up license to reproduce, fix, adapt, modify, translate, reformat, create derivative works from, manufacture, introduce into circulation, publish, distribute, sell, license, sublicense, transfer, rent, lease, transmit, publicly display, publicly perform, or provide access to electronically, broadcast, communicate to the public by telecommunication, display, perform, enter into computer memory, and use and practice such Posting as well as all modified and derivative works thereof. To the extent permitted by applicable laws, you hereby waive any moral rights you may have in any Posting.

For purposes of clarity, the above assignment of rights applies solely to Postings, and does not apply to any Content that is submitted to us by a registered account holder pursuant to the T&C.  The licensing and rights terms associated with such Content are set forth in the T&C [T&C link].

You acknowledge and agree that you have no expectation of privacy concerning the submission of any Posting. 

You agree to indemnify and hold harmless Inhance Media, its partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable, from and against all claims resulting from content, messages, materials and the like that you post to any Public Area, including sending an email through the Services.  

6. No Resale of Services 

You agree not to sell or resell any portion of the Services, any use of the Services, or access to the Services without the explicit permission of Inhance Media.  

7. Technological and Use Limitations  

Because the service is designed for personal sampling and use, you are not allowed to use any automated system for the selection or downloading of files. With the exception of web browser access, or other applications formally approved by us in writing, you agree not to use any software, program, application or any other device to access or log on to the Web Site, the Services or any Services or to automate the process of obtaining, downloading, transferring or transmitting any Content to or from Inhance Media’s computer systems, the Web Site or the Service. Inhance Media, in addition to any available rights and remedies it may have at law or in equity, reserves the right to immediately and permanently terminate your access to the Service if we believe that you are violating this limitation. Content on the Web Site is offered under limited license from artists and record labels.  Therefore, certain tracks offered or advertised by Inhance Media may not always be available when you try to download, and not all tracks are available in all countries. 

8. Location 

The Web Site, and the Services is operated by Inhance Media in the United States.  Those who choose to access the Web Site, and/or the Services from locations outside the United States do so on their own initiative and are responsible for compliance with applicable local laws. 

9. Electronic Contracts 

You agree that any submissions you make for electronic purchases or subscriptions constitute your intent and agreement to be bound by the terms of this Agreement and to pay for such purchases or subscriptions. Your intent and agreement to be bound by electronic submissions applies to all records relating to all transactions you enter into on the Web Site and/or Services, including notices of cancellation, policies, contracts, and applications. To the extent that any electronic purchases are offered to you by a third party on or through the Services, you acknowledge that Inhance Media shall not be responsible or liable to you for the products or services purchased. 

10. General Practices Regarding Use and Storage 

You acknowledge that Inhance Media may establish general practices and limits concerning use of the Services, including without limitation the maximum number of days that Postings or other uploaded Content will be retained by the Services, the maximum number of uploads and downloads that may be conducted by an account on the Services, the maximum size of any files/documents that may be sent from or received by an account on the Services, the maximum disk space that will be allotted on the Web Site's servers on your behalf. You agree that we have no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the Services.  You further acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice.  

11. Modifications to Services 

Inhance Media reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that Inhance Media shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.  

12. Termination

You agree that Inhance Media, in its sole discretion, may decline to allow you use of the Services, and remove and discard any Content within the Services, for any reason, including, without limitation, for lack of use or if Web Site believes that you have violated or acted inconsistently with the letter or spirit of the TOS. Inhance Media may also in its sole discretion and at any time discontinue providing the Services, or any part thereof, with or without notice. Further, you agree that Web Site shall not be liable to you or any third-party for any termination of your access to the Services.

13. Dealings with Advertisers

Your correspondence or business dealings with, or participation in promotions of, advertisers, artists or other third parties found on or through the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser, artist or other third party. You agree that Inhance Media shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

14. Links

The Web Site and/or Services may provide, or third parties may provide, links to other World Wide Web sites or resources. Because Inhance Media has no control over such sites and resources, you acknowledge and agree that Inhance Media is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Inhance Media 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 use of or reliance on any such Content, goods or services available on or through any such site or resource.

15. Inhance Media’s Proprietary Rights

      Audiolife and the Audiolife logo are trademarks/service marks of Inhance Media.  Unauthorized use of any Inhance Media trademark, service mark or logo may be a violation of federal and state trademark laws.

      The Web Site, Content and the Services are protected by U.S. and international copyright laws.   Except for your use pursuant to these TOS and the T&C, as applicable, you may not modify, reproduce or distribute the content, design or layout of the Web Site, Content and/or Services or individual sections of the content, design or layout of the Web Site without Inhance Media’s and/or it’s licensors’ express prior written permission.

You agree not to access the Services by any means other than through the interface that is provided by Inhance Media for use in accessing the Services.

16. Customer Support  

Please direct any questions concerning the Web Site, the Service, billing, these Terms and Conditions, our TOS or other matters to an Inhance Media customer service representative by contacting us at support@audiolife.com

17. International Considerations  

Currently, purchasing ringtones through the Services are only available through certain territories. Depending on where you are located you may or may not be able to purchase ringtones.

18. Notice for Claims of Copyright Infringement

If you are a copyright owner or agent thereof and believe that Content posted on the Web Site or distributed through the Services infringes upon your copyright, please submit notice, pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512(c)) to our Copyright Agent with the following information:

(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright;

      (b) a description of the copyrighted work that you claim has been infringed;

      (c) the URL of the location on our website containing the material that you claim is infringing;

      (d) your address, telephone number, and email address;

(e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

(f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. 

Our Copyright Agent can be reached by mail at: Inhance Media, Inc., ATTN: COPYRIGHT AGENT, [ADDRESS], by phone at [FAX NUMBER] or by email at [EMAIL ADDRESS].  Please note that attachments cannot be accepted at the email address for security reasons.  Accordingly, any notification of infringement submitted electronically with an attachment will not be received or processed.

19. Children

The Web Site and the Services are not directed toward children under 13 years of age nor does Inhance Media knowingly collect information from children under 13.  If you are under 13, please do not submit any personally identifiable information to Inhance Media.

20. Notice

Inhance Media will provide notices of changes to the TOS or other matters by displaying notices or links to notices to you generally on the Service.

21. Disclaimer of Warranties 

YOUR USE OF THE WEB SITE AND/OR SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. INHANCE MEDIA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 

INHANCE MEDIA MAKES NO WARRANTY THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE WEB SITE AND/OR SERVICES WILL BE CORRECTED. 

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. 

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM INHANCE MEDIA OR THROUGH OR FROM THE WEB SITE AND/OR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TOS.

Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimer may not apply to you.

22. Indemnification  

You agree to indemnify and hold us and our employees, representatives, agents, affiliates, directors, officers, managers and shareholders (the "Indemnified Parties") harmless from any damage, loss, cost or expense (including without limitation, attorneys' fees and costs) incurred in connection with any third-party claim, demand or action ("Claim") brought against any of the Indemnified Parties insofar as such Claim alleges facts or circumstances that would constitute your breach of this Agreement, a violation of any law or regulation or an infringement of any other person’s rights, including but  not limited to an infringement of any copyright or violation of any proprietary or privacy right.  

23. Limitation of Liability 

YOU EXPRESSLY UNDERSTAND AND AGREE THAT INHANCE MEDIA AND THE INDEMNIFIED PARTIES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF INHANCE MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.  

IN NO CASE SHALL THE LIABILITY OF INHANCE MEDIA OR ANY OF THE RELATED PARTIES EXCEED THE AMOUNT YOU PAID TO US DURING THE SIX (6) MONTHS PRIOR TO THE TIME YOUR CAUSE OF ACTION AROSE. 

Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of Inhance Media and its affiliates shall be limited to the fullest extent permitted by law. 

24. Injunctive Relief

You hereby agree that we would be irreparably damaged if the terms of these TOS were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of these TOS, in addition to such other remedies as we may otherwise have available to it under applicable laws. In the event any litigation is brought by either party in connection with these TOS, the prevailing party in such litigation shall be entitled to recover from the other party all the costs, attorneys' fees and other expenses incurred by such prevailing party in the litigation.

25. General Information

These TOS and T&C will constitute the entire agreement between you and Inhance Media and govern your use of the Service, superseding any prior agreements between you and Inhance Media. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software. These TOS shall be governed by and construed in accordance with the laws of the State of California, United States of America without regard to its conflict of law rules. Any legal proceeding arising out or relating to this Agreement will be subject to the exclusive jurisdiction of the State and Federal courts of Los Angeles County, California and you irrevocably consent to the jurisdiction of such courts. You further agree not to bring claims on a representative, class member basis, or as a private attorney general. The UN Convention on Contracts for the International Sale of Goods is expressly disclaimed.  The failure of Inhance Media to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.

The section titles in the TOS are for convenience only and have no legal or contractual effect.  
 

26. Violations

Please report any violations of the TOS to the Inhance Media Customer Service Center via e-mail at: support@audiolife.com.