Welcome to Viralnoise! These terms of use (the “Terms”) are between Viralnoise LLC, a California company (collectively, “Viralnoise”, “we”, “us”, or “our”) and you. These Terms govern your use of the website, www.viralnoise.com (the “Site”), all related services, and any other services we provide in connection with the Site (collectively, the “Services”). Please read these Terms carefully because they constitute a binding legal agreement between you and us.
1. INTRODUCTION.
1.1. ACCEPTANCE OF TERMS. By accessing or using the Services in any way, (a) you represent that you have read and understood these Terms, and (b) you agree to be bound by these Terms. If you do not agree with these Terms, then please do not use the Services. You should print or otherwise save a copy of these Terms for your records.
1.2. ELIGIBILITY. To access, use, and/or register for the Services you must (a) (i) be eighteen (18) years of age or older or (ii) as parent or guardian, you agree to these Terms and the Privacy Policy and authorize your child who is between the age of 16 and 18 to use Viralnoise, the Content or Services, subject to your responsibility for their conduct, and (b) have the power to enter into a binding contract with us and are not barred from doing so under any applicable laws. You also represent and warrant that any registration information that you submit to us is accurate, true, and complete, and that you will keep it that way at all times.
1.3. CHANGES TO THE TERMS. We may change these Terms at any time. If we make any changes, we will change the Effective Date above, and where appropriate, may notify you via e-mail or announcement on the Site. You understand and agree that by using the Services after the Terms are changed, that your continued use of the Services constitutes your acceptance of the Terms as revised. We encourage you to periodically review our current terms of use.
2. ACCOUNT REGISTRATION.
2.1. ACCOUNT REGISTRATION. You must register and create an account with us in order to use most of the Services. When you register to use the Services, you will be required to provide certain information (e.g. (a) first and last name, (b) company name, (c) email address, and (d) a password for your account).
2.2. YOUR EMAIL AND PASSWORD. You agree to (a) maintain the confidentiality and security of your email and password, and (b) remain responsible for all uses of your email and password, and all activity emanating from your account, whether or not such activity was authorized by you. If your email or password is lost or stolen, or if you believe that your account has been accessed by unauthorized third parties, you are advised to notify us promptly in writing, and should change your password at the earliest possible opportunity. Viralnoise shall not be liable in any way whatsoever for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be liable to us for losses incurred by us or another party due to someone else using your account. You may not use anyone else’s account at any time without the prior written permission of the account holder.
2.3. TYPES OF ACCOUNTS. We currently offer four (4) types of accounts: (a) Individual, (b) Freelance, (c) Company, and (d) Enterprise. A description of the services available for each account is available here.
3. DESCRIPTION OF THE SERVICES.
3.1. THE SERVICES. Viralnoise is a subscription-based online music catalog service, by which Viralnoise makes available digital music files (collectively as well as any part thereof "Content") for possible use in audiovisual productions and/or other productions, under the terms and conditions as set out in these Terms of Use and the applicable music license agreement between you and Viralnoise.You access the Services from Viralnoise's online interface. The Services are available for entities and persons that have registered and created a user account to the Service. In order to use the Service and access the Content you will have to be no younger than 18 years old. You will also have to have the power to enter into a binding contract (i.e., be of mental capacity to enter into binding agreements, not personally bankrupt, etc.) and not be barred from doing so under any applicable law. If you are under 18 years old, or unable to enter into a binding agreement with Viralnoise, please contact Viralnoise's support here.The Content may be amended at any time by Viralnoise, with or without any notice to you. You accept that the Content that is available at one time might not be available at a later time.Content types and descriptions, such as genres, categories, etc., are provided for convenience only and Viralnoise does not guarantee their accuracy.
3.2. CHANGING THE SERVICES. We may modify, suspend, or stop the Services, in whole or part, either temporarily or permanently, at any time, with or without prior notice to you. You agree that we shall not be liable to you or any third party for any modification or cessation of the Services. You acknowledge that we have no express or implied obligation to provide, or continue to provide, the Services, or any part thereof, now or in the future. Any new services and features will be subject to these Terms, as well as any additional terms of use that we may release for those specific services or features.
3.3. “AS IS” NOTICE. You understand and acknowledge that the Services are being provided and are made available on an “AS IS” basis. The Services may contain errors or inaccuracies that could cause failures, corruption, or loss of your information. We strongly encourage you to back‐up all data and information on your devices prior to using the Services in any way. YOU ASSUME ALL RISKS AND COSTS WHATSOEVER ASSOCIATED WITH YOUR USE OF THE SERVICES. Additionally, we are not obligated to provide any maintenance, technical, or other support for the Services.
3.4. FEEDBACK. As part of using the Services, we may provide you with the opportunity to submit comments, suggestions, or other feedback regarding your use of the Services. You agree that in the absence of a separate written agreement to the contrary, we will be free to use any feedback you provide for any purpose without any compensation to you.
4. PRICES AND PAYMENT. Some of our Services requires payment.
4.1. FEES. You can elect to pay fees on a monthly or annual basis. Annual payments currently offer a discount compared to the total fees for 12 monthly payments. All fees will be clearly set forth on the Site prior to you registering and/or switching your type of account. For recurring fees, payments are required at the start of each period (e.g., at the start of each month). A description of the fees for each account is available here.
4.2. CHANGES TO FEES. We reserve the right, in our sole discretion, to modify the fees and/or institute additional charges for use of the Services. In such a case, we will notify you of the fees involved and you will not be charged without your prior consent.
4.3. TRIALS & DISCOUNTS.If you have received a discount code or free offer/a free trial period provided by Viralnoise or from a third party acting on behalf of Viralnoise for access to a paid Services, separate additional terms and conditions for such offer may also apply to such access to the Services and you must agree to comply with such terms in order to be able to use the Services. If you have been offered a free trial, Viralnoise reserves the right, in its sole discretion, to determine your eligibility for a trial, and if you are determined not to be eligible, modify the trial at any time with prior written notice. For some trials we require you to provide payment details to start the trial. At the end of such trial, and if you have not decided to terminate the agreement, Viralnoise will automatically start to charge for such provided Services.
4.4. CREDIT CARD PAYMENT. When you sign up for an account, you agree to pay to us the displayed rate in exchange for receiving the Services for the elected type of account. You agree that all fees or charges (including any taxes and late fees, as applicable) associated with your account shall be made via credit card. You hereby authorize Viralnoise to charge and/or place a hold on your credit card with respect to any charges for Services. You authorize the issuer of the credit card to pay any amounts described herein without requiring a signed receipt, and you agree that these charges are to be accepted as authorization to the issuer of the credit card to pay any amounts described herein without requiring a signed receipt, and you agree that these charges are to be accepted as authorization to the issuer of the credit card to pay all such amounts. You authorize Viralnoise and/or any other company who bills products or services or acts as billing agent for Viralnoise to continue to attempt to charge and/or place holds with respect to all sums described herein, or any portion thereof, to your credit card until such amounts are paid in full. You agree to provide Viralnoise with updated credit card information upon Viralnoise request and/or any time the information you previously provided is no longer valid. You acknowledge and agree that neither Viralnoise nor any Viralnoise affiliated company will have any liability whatsoever for any non-sufficient funds or other charges incurred by you as a result of such attempts to charge, and/or place holds on, your credit card. If you mistakenly provide a debit card number, instead of a credit card number, you authorize all charges described herein to be applied to such debit card number unless and until you provide a credit card number. When payment is made by credit card or debit card, payment will also be subject to the terms and conditions established by the credit or debit card issuer. Your credit card information will be stored in your account with Viralnoise.
4.5. TAXES. You are responsible for all taxes or other government fees and charges, if any, which are assessed based on the Services.
4.6. RENEWAL POLICY. You agree and acknowledge that an account will automatically renew for the same period in such account, unless (a) notified otherwise by you prior to that renewal, or (b) if all the Services are cancelled, terminated, or discontinued by us. Your account will automatically be charged (or you will be billed, as applicable) at the rates in effect at the time of renewal.
4.7. CANCELLATION. As described below in the termination section, you can cancel your account at any time. Your cancellation will become effective immediately following the date we receive your notification. If you cancel your paid account prior to its expiration, you agree to and acknowledge the below refund policy.
4.8. REFUND POLICY. All payments to us are nonrefundable.
5. LICENSE TO USE THE SERVICES.
5.1. OUR PROPRIETARY RIGHTS. You agree and acknowledge that Viralnoise and/or our licensors own all legal right, title, and interest in and to the Services, and any related software, including any content we provide to you as a part of and/or in connection with the Services, including all intellectual property rights that exist therein, whether registered or not, and wherever in the world they may exist (collectively, the “Software”). You further agree and acknowledge that the Software contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Using the Software does not give you any rights of ownership in them.
5.2. LICENSE TO USE THE SERVICES. Subject to your strict compliance with these Terms, we grant you a limited, personal, nonexclusive, revocable, and nontransferable license to use the Software as we provide to you as part of the Services.
5.3. LIMITATIONS ON USE.
5.3.1. You agree to use the Services only for purposes as permitted by these Terms and any applicable laws or regulations. We reserve the right to modify or impose any limitations on the use of the Services at any time, with or without notice to you. All rights that are not expressly granted by us in these Terms are reserved.
5.3.2. You agree to not, or to permit anyone else to, reproduce, copy, duplicate, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to discover the source code (unless expressly permitted or required by law), sell, resell, rent, trade, lease, sublicense, assign, grant a security interest in, or otherwise transfer any right in the Software, except as expressly permitted in these Terms.
6. YOUR CONTENT.
6.1. USER-GENERATED CONTENT.
6.1.1. “User Content” shall mean any information that you or other users post, upload, contribute, store, transmit, submit, exchange, or make available to or via the Services, including any information you transmit to Viralnoise by email or otherwise.
6.1.2. You agree and acknowledge that (a) all User Content whether publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such User Content originated, and (b) you are solely responsible for any User Content you upload, download, post, email, transmit, store, or otherwise make available through your use of the Services.
6.2. OWNERSHIP OF USER CONTENT. User Content is owned solely by the person or entity from whom such User Content originated. We do not claim any ownership rights in your User Content.
6.3. LICENSE FROM YOU.
6.3.1. By submitting, posting, sharing, and/or otherwise making available to or via the Services any User Content, you grant us a worldwide, royalty-free, non-exclusive, transferable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and publicly display such User Content on or in connection with the Services. This license is granted separately with respect to each item of your User Content.
6.3.2. The above license will (subject to the following paragraph of these Terms) terminate within a commercially reasonable time after you or we remove such User Content from the Services and/or your account. Licenses with respect to comments or other public contributions, and User Content that is published, made public, and/or shared with others will be perpetual and irrevocable, and will continue notwithstanding any termination of your account.
6.3.3. You represent that you have the right to post any User Content which you post to the Services, and that such User Content, or its use by us as contemplated by these Terms, does not (a) violate these Terms, applicable law, or the intellectual property (including but not limited to, copyrights, trademarks, patents, and trade secrets), publicity, privacy, proprietary, or any other rights of others whatsoever, or (b) imply any affiliation, endorsement, approval, or cooperation with you or your User Content by us or any artist, band, label, writer, publisher, entity, or individual without express written consent from such individual or entity. By submitting or posting User Content you represent and warrant that you are the owner of such material and/or have written authorization to distribute it from the owner. Any User Content other than yours is the property of the relevant uploader, and is or may be subject to copyright, trademark rights, or other intellectual property or proprietary rights. Such User Content may not be downloaded, reproduced, distributed, transmitted, reuploaded, republished, displayed, sold, licensed, made available, or otherwise communicated to the public or exploited for any purposes except via the features of the Services or with the express written consent of such uploader.
6.3.4. You understand that in order to provide the Services, we may transmit your User Content across various public networks, in various media, and modify or change your User Content to comply with technical requirements of connecting networks or devices. You agree that the license herein permits us to take any such actions and you waive your “moral rights” in all User Content.
6.3.5. By submitting any registration using the Services, (a) you represent and warrant that you own or control the copyright in the submitted work(s), or you are legally authorized to act on behalf of the copyright owner, and that all the information given in the registration is correct to the best of your knowledge, and (b) you grant to Viralnoise the authority to submit all the information given in the registration to all recipient exchanges associated with the registration.
6.4. BACKUP YOUR USER CONTENT. You agree that you are responsible for backing up, to your own computer or other device, all your own User Content that you store or access via the Services. We do not guarantee or warrant that any User Content you may store or access through the Services will not be subject to inadvertent damage, corruption, or loss.
6.5. ACCESS TO YOUR ACCOUNT AND USER CONTENT. Without limiting the foregoing, you agree and acknowledge that we may access, use, preserve, and/or disclose your User Content if legally required to do so or if we have a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to (a) comply with legal process or request, (b) enforce these Terms, including investigation of any potential violation, (c) detect, prevent, or otherwise address security, fraud, or technical issues, or (d) protect the rights, property, or safety of us, our users, or the public as required or permitted by law.
6.6. REMOVAL OF USER CONTENT.
6.6.1. You agree and acknowledge that we are not responsible or liable in any way for any User Content and have no duty to pre‐screen any User Content. However, we reserve the right, at all times, to determine whether User Content is appropriate and in compliance with these Terms, and may pre‐screen, move, refuse, modify, and/or remove User Content at any time, without prior notice, and in our sole discretion, if such User Content is found to be in violation of these Terms or is otherwise objectionable in our sole discretion.
6.6.2. Users have control over their User Content that they store in their account and may remove User Content without notice. You have no right of continued access to any particular item of User Content, and we shall have no liability in the event that you are unable to access an item of User Content due to its removal from the Services whether by us or the relevant user.
6.6.3. If you believe that any User Content infringes one or more of your copyrights or if you believe that any User Content does not comply with the community guidelines below, or that your rights under applicable law have been otherwise infringed by any User Content, please contact us here.
6.7. REPEAT INFRINGERS. If we receive a valid notification from a third party in accordance with our reporting processes or applicable law that any of your User Content infringes the copyright or other rights of such third party, or if we believe that your behavior is inappropriate and violates these Terms, we may send you a written warning to this effect. Any user that receives more than two (2) of these warnings may have their access to the Services terminated immediately.
7. YOUR CONDUCT; COMMUNITY GUIDELINES.
7.1. PROHIBITED CONDUCT. You agree that you will NOT use the Services to do any of the following (the “Prohibited Conduct”):
(a) Upload, download, embed, post, email, transmit, store, or otherwise make available anything that infringes any copyright, patent, trademark, trade secret, right of publicity, confidential information, or any other rights of any person or entity;
(b) Upload, download, embed, post, email, transmit, store or otherwise make available any User Content, and/or make use of the Viralnoise Content in a manner that is unlawful, harassing, threatening, harmful, tortuous, defamatory, libelous, abusive, promotes violence and/or use of weapons, obscene, vulgar, promotes pornography, invasive of another’s privacy, hateful, inflammatory, racially or ethnically offensive, attacks an individual or group, incites hatred on grounds of race, gender,gender identity or sexual orientation, religion or sexual orientation, promotes drug use, or is otherwise objectionable in our sole discretion;
(c) Stalk, harass, abuse, threaten, or harm another;
(d) Mislead any user as to the origin of any User Content, deceive any person, or misrepresent your identity or affiliation with any person or entity;
(e) Post, send, transmit, or otherwise make available any unsolicited or unauthorized email messages, advertising, promotional materials, junk mail, spam, or chain letters;
(f) Use or attempt to use another user’s account, password, or other information, unless you have express permission from that other user;
(g) Upload, download, embed, post, email, transmit, store, or otherwise make available anything that contains viruses, or any other computer code, files or programs designed to harm, interfere or limit the normal operation of the Services, or any other computer software or hardware, or which does or might restrict or inhibit any other user’s use and enjoyment of the Services;
(h) Commit or engage in, or encourage, induce, solicit, or promote, any conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any law or regulation;
(i) Use any User Content (other than your own) in any way that is designed to create a separate content service or that replicates any part of the Services;
(j) Sell or transfer, or offer to sell or transfer, your account to any third party without the prior written approval from us;
(k) Collect, attempt to collect, and/or store personal information on any other users of the Services to be used in connection with any of the foregoing prohibited activities; and/or
(l) Use or launch any automated system (including, without limitation, any robot, spider or offline reader) that accesses the Services in a manner that sends more requests to Viralnoise or its servers in a given period of time than a human can reasonably produce in the same period by using a publicly available, standard (i.e., not modified) web browser; and/or
(m) Upload or otherwise exploit the Content provided in the Services as stand-alone files (for example, uploading a musical track to any kind of distribution platform or otherwise distributing a track as a full-length (or shortened) file, on its own or with a just background picture and/or just the name of the artist/track).
(n) Without limiting the generality of the foregoing, you agree to only download Content in accordance with the restrictions applicable to your account, and specifically acknowledge and agree that the following is not permitted for any reason whatsoever in relation to the Services and/or the Content:
(1) "crawling" or "scraping", whether manually or by automated means, or otherwise using any automated means (including bots, scrapers, and spiders), to view, access or collect information;
(2) any form of text and/or data mining (TDM) except as may be allowed under mandatory applicable law and in such case only to the minimum extent required by such law; in particular all commercial use made of any results from text and/or data mining is strictly prohibited; and
(3) any application of machine learning analysis or similar technologies to the Content.
7.2. FLAGGING AND REPORTING VIOLATIONS.
7.2.1. If while using the Services, you encounter User Content you find inappropriate, or otherwise believe to be Prohibited Conduct, you may report it here.
7.2.2. Our staff will review “flagged” User Content to determine whether it is Prohibited Conduct. If such user Content is Prohibited Conduct, we will promptly remove such User Content.
7.3. ENFORCEMENT. You agree to comply with the above conditions, and acknowledge and agree that we have the right, in our sole discretion, to suspend and/or terminate your account or take such other action as we see fit if you breach any of the above conditions or any of the other terms of these Terms. Without limiting any other rights or remedies of us under these Terms, we reserve the right to investigate any situation that appears to involve any of the above Prohibited Conduct, and may report such matters to, and cooperate with, appropriate law enforcement authorities in prosecuting any users who have participated in any such violations. We reserve the right, in our sole discretion, to determine whether your conduct is Prohibited Conduct.
8. REPRESENTATIONS AND WARRANTIES. Without limiting any other representations and warranties contained herein, you represent and warrant to us as follows:
8.1. All your User Content is an original work by you, or you have obtained all rights, licenses, consents, and permissions necessary in order to use, and (if and where relevant) to authorize us to use, your User Content pursuant to these Terms, including but not limited to, the right to upload, reproduce, store, transmit, distribute, share, publicly display, publicly perform, make available, and otherwise communicate to the public your User Content through or via the Site and the Services;
8.2. All your User Content does not and will not violate the rights of any third party in any way whatsoever, including but not limited to, any intellectual property rights, performers’ rights, rights of privacy or publicity, or rights in confidential information;
8.3. Your User Content, including any comments that you may post, is not and will not be unlawful, offensive, abusive, libelous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, will not promote violence, terrorism, or illegal acts, or incite hatred on grounds of race, gender, religion or sexual orientation;
8.4. Your User Content does not and will not create any liability on the part of us, our subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and/or shareholders; and
8.5. You are (i) eighteen (18) years of age or older, or (ii) as parent or guardian, you agree to these Terms and the Privacy Policy and authorize your child who is between the age of 16 and 18 to use Viralnoise, the Content or Services, subject to your responsibility for their conduct, (iii) legally permitted to enter into these Terms and to grant us all the rights granted in these Terms, and (iv) these Terms will not interfere with any contract to which you are a party.
9. COPYRIGHT; TRADEMARKS.
9.1. COPYRIGHT. Viralnoise, the Services, and all Content appearing in same, including, but not limited to, all information, software, code, data text, displays, graphics, photographs, images, video, audio, music, design, presentation, website layout and arrangement are owned by Viralnoise, its licensors, or other providers of such material and are protected in all forms by intellectual property laws, including, without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.
9.2. TRADEMARKS. All Viralnoise trademarks, service marks, trade names, logos, graphics, and domain names used in connection with the Services are trademarks or registered trademarks of Viralnoise in the United States and/or other countries. Any other trademarks, service marks, graphics, and logos used in connection with the Services may be the trademarks of their respective owners. You are not granted any right or license to use any of the above trademarks, whether for commercial or non-commercial use, and further agree that you shall not remove, obscure, or alter any proprietary notices (including trademark and copyright notices) that may be affixed to or contained within the Services. If you believe that any of your trademarks have been infringed by anyone using the Services, please contact us at: info@viralnoise.com.
9.3. CLAIMS OF INFRINGEMENT.Viralnoise respects the rights of copyright owners. If you feel that any Content on or in Viralnoise or the Services violate or infringe upon your intellectual property rights pursuant to Title 17, United States Code, Section 512(c)(2), please notify Viralnoise immediately at 13351 Riverside Dr., #662, Sherman Oaks, CA 91423 or here with the information required under Sectin 512(c)(3) [DMCA Notice] so that we may consider and respond to your complaint. We may ask you to provide additional information and follow additional procedures to enable Viralnoise to take all necessary action in connection with your complaint.
10. PRIVACY. All personal data that you provide to us in connection with your use of the Services is collected, stored, used, and disclosed by us in accordance with our Privacy Policy (attached and incorporated herein). You acknowledge and agree that by accepting these Terms, you also accept the terms of our Privacy Policy. In addition, you acknowledge that certain aspects of the Services interface with and/or use YouTube API Services. If you are using our Services on YouTube, by agreeing to our Privacy Policy you further certify that you have read and agree to YouTube’s General Terms of Service and Google’s Privacy Policy.
11. LINKS AND THIRD PARTY MATERIALS. Certain content, components, and/or features of the Services may include materials from third parties and/or hyperlinks to other web sites, resources, or content. You acknowledge and agree that because we may have no control over such third party sites and/or materials, we are not responsible for the availability of such sites or resources, and do not endorse or warrant the accuracy of any such sites or resources, and shall in no way be liable or responsible for any content, advertising, products, or materials on or available from such sites or resources. You further acknowledge and agree that we shall not be responsible or liable in any way for any damages you incur or allege to have incurred, either directly or indirectly, as a result of your use and/or reliance upon any such content, advertising, products, or materials on or available from such sites or resources.
12. EXPORT CONTROL. Use of the Services may be subject to the export and import laws of the United States and other countries. You agree to comply with all applicable export and import laws and regulations. In particular, but without limitation, the Services may not be exported or re‐exported (a) into any U.S. embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of specially designated nationals or the U.S. Department of Commerce denied person’s list or entity list. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You agree not to upload to your account any data or software that cannot be exported without prior written government authorization. This export control clause shall survive termination or cancellation of these Terms.
13. TERM AND TERMINATION. These Terms will continue to apply to you until terminated by either you or us. You may terminate your account and/or stop using the Services at any time for any reason by contacting us. You agree and acknowledge that we may terminate these Terms or suspend your access to the Services at any time, for any reason, with or without prior notice or explanation, including in the event of your actual or suspected unauthorized use of the Services or non-compliance with these Terms, in our sole discretion. We will also suspend or terminate your account without warning if ordered to do so by a court, and/or in other appropriate circumstances, as determined by us, in our sole discretion. If you or us terminate these Terms, or if we suspend your access to the Services, you acknowledge and agree that (a) we shall have no liability or responsibility to you in any way whatsoever, (b) we will not refund any amounts that you have already paid unless explicitly provided in these Terms, to the fullest extent permitted under applicable law, and (c) you will lose all access to the Services.
14. DISCLAIMERS. You understand and agree to the following:
14.1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. WE AND OUR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS EXPRESSLY DISCLAIM 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. WITHOUT LIMITING THE FOREGOING, WE AND OUR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS MAKE NO WARRANTY THAT (a) THE SERVICES WILL MEET YOUR REQUIREMENTS, (b) YOUR USE OF THE SERVICES WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR FREE, (c) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND (d) ANY DEFECTS OR ERRORS PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
14.2. ANY MATERIAL TRANSMITTED, STORED, ACCESSED, OR OTHERWISE MAINTAINED THROUGH THE USE OF THE SERVICES IS DONE SO AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES OR LOSS OR CORRUPTION OF DATA THAT RESULTS FROM ANY SUCH USE OF THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
14.3. WHERE THE LAW OF ANY JURISDICTION LIMITS OR PROHIBITS THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES AS SET OUT ABOVE, THE ABOVE DISCLAIMERS SHALL NOT APPLY TO THE EXTENT THAT THE LAW OF SUCH JURISDICTION APPLIES TO THESE TERMS.
15. LIMITATION OF OUR LIABILITY.
15.1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAWS, VIRALNOISE AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM (a) THE USE OR INABILITY TO USE THE SERVICES, (b) ANY CHANGES MADE TO THE SERVICES OR ANY TEMPORARY OR PERMANENT CESSATION OF ANY OF THE SERVICES, (c) THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR USER CONTENT OR DATA, (d) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE AND/OR SEND OR RECEIVE YOUR USER CONTENT OR DATA ON OR THROUGH THE SERVICES, (e) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR VIA THE SERVICES; AND (f) ANY OTHER MATTERS WHATSOEVER RELATING TO THE SERVICES.
15.2. YOU EXPRESSLY AGREE THAT AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES SHALL NOT BE MORE THAN THE AMOUNTS PAID BY YOU TO US DURING THE PRIOR ONE (1) MONTH IN QUESTION.
15.3. Nothing in these Terms removes or limits our liability for fraud, fraudulent misrepresentation, personal injury, or death caused by our negligence.
16. INDEMNITY. You agree to defend, indemnify, and hold us, our affiliates, subsidiaries, directors, officers, employees, agents, partners, and licensors harmless from any claim or demand, (including attorneys’ fees, expert fees, expenses, and court costs), whether or not an action is actually commenced, made by a third party, relating to or arising from any of the following: (a) any User Content you submit, post, transmit, or otherwise make available through the Services; (b) your use of the Services; (c) any violation by you of these Terms; or (d) your violation of any rights of another. This obligation shall survive the termination or expiration of these Terms and/or your use of the Services.
17. NOTICES; CONTACTING US.
17.1. We may provide you with notices regarding the Services, including changes to these Terms, via email, regular mail, or postings on the Site and/or the Services.
17.2. If you have any questions about these Terms, please contact us here.
18. GENERAL.
18.1. ENTIRE AGREEMENT. These Terms, together with the Privacy Policy contain the entire understanding between you and us regarding your use of the Services, and supersedes all prior agreements, representations, and understandings between you and us relating to the subject matter hereof.
18.2. SEVERABILITY. If any provision of these Terms is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Terms will be severable and remain in effect.
18.3. WAIVER. Any failure by us to enforce your strict performance of any provision of these Terms will not constitute a waiver of our right to subsequently enforce such provision or any other provision of these Terms.
18.4. CHOICE OF LAW. The validity, construction, and performance of this Agreement shall be governed and construed in accordance with the laws of the State of California, without giving effect to any conflict of laws provisions.
18.5. MANDATORY ARBITRATION. If a dispute arises out of or relating to any aspect of this Agreement, all of the parties agree to try and settle the dispute quickly and fairly through discussion. If the dispute cannot be settled through discussion, all parties agree to first try in good faith to settle the dispute by private mediation before resorting to arbitration. If a dispute cannot be resolved with either discussion or mediation, then the dispute shall be submitted for binding arbitration to ADR Services, Inc. in Los Angeles County, California under ADR Services’ arbitration rules. In the event of an arbitration (or any other court proceeding), the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs related to such action, suit, or proceeding. You and Viralnoise thus KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION IN CONNECTION WITH THESE TERMS. FURTHER, YOU AND VIRALNOISE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A CLASS MEMBER OR IN ANY REPRESENTATIVE CAPACITY OR PROCEEDING.
18.6. ASSIGNMENT. We shall have the right to assign or delegate any of our rights or obligations of these Terms, in whole or in part, at any time, with or without prior notice to you. You may not assign these Terms in any way. All obligations contained in these Terms shall extend to and be binding upon the parties’ respective successors, assigns, and designees.
18.7. NO THIRD PARTY BENEFICIARIES. Except as otherwise expressly provided in these Terms, you agree that there shall be no third‐party beneficiaries to these Terms.
18.8. LANGUAGE; TRANSLATIONS. Any translation of these Terms is done for local requirements. In the event of a dispute between the English and any non‐English versions, the English version of these Terms shall govern.
18.9. STATUTE OF LIMITATIONS. You agree that any claim or cause of action arising out of or related to these Terms or the use of the Services must be filed within one (1) year after the cause of action arose or is forever barred.
18.10. CLAUSE HEADINGS. Headings within these Terms are for convenient reference only and have no effect in limiting or extending the language of the provisions to which they refer.
19. ADDITIONAL INFORMATION OR QUESTIONS
If you would like to receive further information regarding the Terms of Use, please contact us via the contact details provided below or through this link.
Viralnoise LLC
13351 Riverside Dr. #662, Sherman Oaks CA 91423