The terms “Soundblock” or “Us” or “We” or “Our” refer to Soundblock LLC, the owner of the Site. The term “You” or “Your” refers to the user or viewer of Our Site.
1. Acceptance of Agreement.
READ THIS: By clicking the “I Agree” button below or by accessing, visiting, browsing, using or attempting to interact with or use any part of Our website (the “Site”), or any of Our software, services, products or Content (collectively, the “Services”), You agree that You have read, understand and agree to comply with and be bound by this Terms and Conditions of Use Agreement (“Agreement”). Please review the following terms carefully. If You do not agree to these Agreement terms, You should not use this Site. This Agreement constitutes the entire and only agreement between Us and You, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the Services provided by or through the Site, and the subject matter of this Agreement. We offer a wide range of Services and sometimes additional terms may apply. When You use any of Our Services You will also be subject to the guidelines, terms and agreements applicable to that Service. This Agreement may be amended at any time by Us, in Our sole discretion, without specific notice to You, and the latest Agreement will be posted on the Site. Accordingly, You should visit the Site and review the Agreement periodically to determine if any changes have been made. Continued use of any part of this Site or the Services constitutes Your acceptance of such changes. BY ACCEPTING THIS AGREEMENT YOU WAIVE ALL RIGHTS NOT SPECIFICALLY SET FORTH HEREIN, AND YOU AGREE TO HOLD US HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY US DURING OR AS A RESULT OF THE INVESTIGATIONS OF AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY US OR LAW ENFORCEMENT, OTHER AUTHORITIES OR THIRD PARTIES.
2. Copyright of Content.
The content, organization, graphics, design, compilation, information, magnetic translation, digital conversion, Documents (as defined below), remarks, suggestions, ideas, and all other information or materials of any kind or nature, and all other matters (collectively, “Content”) in, on, or related to the Site are protected under applicable copyright, trademark and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by You of any such Content or of any part of the Site, except as allowed by Section 4 below, is strictly prohibited. You do not acquire ownership or license rights to any Content viewed through the Site. The posting or uploading of Content on the Site does not constitute a waiver of any right in such Content. Some of the Content on the Site is the copyrighted work of third parties, and the posting or uploading of such Content does not create any rights, title or interest in such Content in the You or the viewer.
“Soundblock” and others are service marks or registered service marks or trademarks. Other product and company names mentioned on the Site may be trademarks or service marks of their respective owners.
4. Limited License; Permitted Uses.
You may use this Site only for purposes expressly permitted by this Agreement. As a condition of Your use of the Site, You warrant to Us that You will not use the Site for any purpose that is unlawful, immoral, or otherwise prohibited by this Agreement. You are granted a non-exclusive, non-transferable, revocable license (a) to access and use the Site strictly in accordance with this Agreement and applicable law; (b) to use the Site solely for internal, personal, and non-commercial purposes; (c) to print out discrete information from the Site solely for internal, personal, and non-commercial purposes and provided that You maintain all copyright and other policies contained therein; and (d) to use the sample and actual forms, checklists, business documents and legal documents on the Site (collectively, “Documents”), only for Your personal one-time use for non-commercial purposes, without any right to re-license, sublicense, distribute, assign or transfer such license (the “License”). You must not post, upload or link to anything that advertises any commercial endeavor (e.g., offering for sale any products or services) or otherwise engage in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services), or solicit funds, advertisers, and/or sponsors for any purpose. No print out or electronic version of any part of the Site or its Content may be used by You in any litigation or arbitration matter whatsoever under any circumstances.
5. Restrictions and Prohibitions on Use.
We may make available through the Site or through other websites certain Documents, subject to the License. Documents may be provided for a charge. Documents are provided without any representations or warranties, express or implied, as to their suitability, legal effect, completeness, currentness, accuracy, and/or appropriateness. The Documents may be inappropriate for Your particular circumstances. Furthermore, state or federal laws may require different or additional provisions to ensure the desired result. You should consult with legal counsel to determine the appropriate legal or business Documents necessary for Your particular transactions, as the Documents are only samples and may not be applicable to a particular situation. Some Documents are public domain forms or available from public records. Provision of the Documents does not constitute the provision of legal or professional advice and no legal or professional advice is hereby intended.
7. No Legal Advice or Attorney-Client Relationship.
Content contained on or made available through the Site is not intended to and does not constitute legal advice, recommendations, mediation or counseling under any circumstance, and no attorney-client relationship is formed. We do not warrant or guarantee the accurateness, completeness, adequacy or currency of the Content contained in or linked to the Site. Your use of Content on or linked to the Site is entirely at Your own risk. We are not a law firm and the Site is not a lawyer referral service. In fact, if You have legal questions, You should consult competent legal counsel to ensure the appropriateness, completeness, adequacy or currency of the Content provided.
8. Linking to the Site.
You may provide links to the Site, provided (a) that You do not remove or obscure, by framing or otherwise, advertisements, the copyright notice, or other notices on the Site, (b) Your website does not engage in any illegal or pornographic activities, (c) Your Site does not bring the Site in disrepute or aid in its unlawful replication, and (d) You discontinue providing links to the Site immediately upon request by Us.
The Site may contain advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that Content submitted for inclusion on the Site is accurate and complies with applicable laws. We are not responsible for and assume no liability for any mistakes, misstatements of law, defamation, omissions, falsehood, obscenity, pornography or profanity in the statements, opinions, representations or any other form of Content on the Site submitted for inclusion on the Site by advertisers or sponsors. Such Content is not investigated, monitored or checked for accuracy or completeness by Us. We make no warranty regarding any representations made by any advertiser or sponsor. You understand that the information and opinions of any advertiser or sponsor represents solely the thoughts of the author and they are neither endorsed by Us nor do they necessarily reflect Our beliefs.
Certain sections of, or offerings from, the Site may require You to register. If registration is requested, You agree to provide Us with accurate, current and complete registration information. Your registration must be done using Your real name and accurate information. If We believe the information You provide is not accurate, current, or complete, We have the right to deny, terminate or suspend Your access to the Site, or to any of its Services, at any time. Each registration is for Your personal use only and not on behalf of any other person or entity. We do not permit (a) any other person using the registered sections under Your name; or (b) access through a single name being made available to multiple users on a network. You are responsible for preventing such unauthorized use.
11. Corrections and Changes.
We may make changes to the features, functionality or Services of the Site at any time. We reserve the right in Our sole discretion to edit or delete any Content appearing on the Site at any time.
12. Third Party Content.
Third party Content may appear on the Site or may be accessible via links from the Site. We are not responsible for and assume no liability for any mistakes, misstatements of law, defamation, omissions, falsehood, obscenity, pornography or profanity in the statements, opinions, representations or any other form of Content on the Site of any third party. You understand that the information and opinions in the third party Content are not investigated, monitored or checked for accuracy or completeness by Us, represent solely the thoughts of the author, and are neither endorsed by Us nor do they necessarily reflect Our beliefs.
13. Unlawful Activity.
We reserve the right to investigate complaints or reported violations of this Agreement and to take any action We deem appropriate including, but not limited to, reporting any suspected unlawful activity to law enforcement, other authorities, or third parties and disclosing any Content necessary or appropriate to such persons or entities relating to Your profile, email addresses, usage history, posted or uploaded Content, IP addresses, traffic information, and other activities or Content. We are not required to disclose to You Content that may be released as a result of subpoena or a request from a government investigatory branch or office.
YOU AGREE TO INDEMNIFY, DEFEND (WITH COUNSEL ACCEPTABLE TO US), AND HOLD US, AND OUR SUBSIDIARIES, CONTRACTORS, SUBCONTRACTORS, AFFILIATES, LICENSORS, CONTENT PROVIDERS, SERVICE PROVIDERS, EMPLOYEES, CUSTOMERS, AGENTS, REPRESENTATIVES, SUCCESSORS, ASSIGNS, OFFICERS, DIRECTORS, STOCKHOLDERS, PARTNERS, MEMBERS, MANAGERS, THIRD PARTY SUPPLIERS OF INFORMATION AND CONTENT, ATTORNEYS, CONSULTANTS, AND ADVERTISERS (COLLECTIVELY WITH US, THE “AFFILIATED PARTIES” OR “AFFILIATED PARTY”) AND THIRD PARTIES HARMLESS FROM ANY AND ALL LOSSES, DAMAGES, CLAIMS, JUDGMENTS, AWARDS, COSTS, EXPENSES, FEES (INCLUDING ATTORNEYS’ FEES) AND LIABILITIES (COLLECTIVELY, “CLAIMS”) ARISING OR RESULTING FROM ANY (I) BREACH OF THIS AGREEMENT OR USE BY YOU, INCLUDING ANY USE OF SERVICES OTHER THAN AS EXPRESSLY AUTHORIZED IN THIS AGREEMENT, OR (II) INFRINGEMENT BY YOU OF THE INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON.
Any passwords used for this Site are for individual use only. Your right to use the Site is personal and is not transferable or assignable. Any attempted transfer shall be void. You will be responsible for the security of Your password(s) at all times. From time to time, We may require that You change Your password. You are prohibited from using any Services or facilities provided in connection with this Site to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password crackers, rootkits, Trojan horses, or network probing tools) is strictly prohibited. If You become involved in any violation of system security, We reserve the right to release Your account details to the system administrators of other websites and/or law enforcement or other authorities and/or third parties in order to assist them in resolving security incidents. We reserve the right to investigate suspected violations of this Agreement. We reserve the right to fully cooperate with any law enforcement authorities or other authorities or court order or subpoena requesting or directing Us to disclose the identity of anyone posting or publishing or otherwise making available any Content that is alleged to violate this Agreement or applicable law.
YOUR USE OF THIS SITE IS AT YOUR OWN RISK. THE CONTENT AND SERVICES FROM OR THROUGH THE SITE ARE PROVIDED “AS-IS,” “AS AVAILABLE,” WITH “ALL FAULTS”. ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT). THE CONTENT AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE DO NOT WARRANT THAT THE FUNCTIONS OR CONTENT AND SERVICES CONTAINED OR AVAILABLE ON OR THROUGH OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. We do not represent or warrant that the Content OR SERVICES available on or through the Site will be correct, accurate, timely or otherwise reliable, OR THAT THERE WILL BE NO delay or failure in performance with respect to the Site. We further disclaim any responsibility to ensure that the Content located on our Site is complete and up-to-date. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MAY CAUSE DAMAGE OR HARM TO YOUR COMPUTER(S) OR NETWORK(S) CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING CONTENT OR SERVICES IS DISCLAIMED. You acknowledge that You will be solely responsible for implementing sufficient procedures and checkpoints to protect Your computer(s) and network(s), and that You will maintain adequate means of backup of Your data, external to our Site or otherwise.
17. Limitation of Liability.
(A) THE AGGREGATE LIABILITY OF US AND THE AFFILIATED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE SITE AND/OR THE CONTENT AND/OR SERVICES PROVIDED HEREIN OR HEREBY SHALL NOT EXCEED $100.00 AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST US AND ANY AFFILIATED PARTY. IF WE REFUND ANY MONEY FOR ANY REASON, THEN ACCEPTANCE OF SUCH REFUND SHALL CONSTITUTE A WAIVER OF ANY AND ALL CLAIMS, RIGHTS OR CAUSES OF ACTION AGAINST US AND ANY AFFILIATED PARTY. WE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY CONTENT OR SERVICE OR ANY DAMAGE, COST, OR INJURY TO YOU IN CONNECTION THEREWITH. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, WE AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, ACTUAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORESEEABLE. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS SITE, AND THE SERVICES AND CONTENT PRESENTED, WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THIS SITE OR ITS CONTENT OR SERVICES.
(B) YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE, SERVICES AND/OR CONTENT IS TO CEASE ALL OF YOUR USE OF THE SITE.
18. Use of Content.
We may allow access to or advertise certain third-party product or service providers (“Merchants”) from which You may purchase certain goods or services. You understand that We do not control the products or services offered by Merchants. Merchants are responsible for all aspects of order processing, fulfillment, billing, customer service and all other matters. We are not a party to the transactions entered into between You and any Merchants. You agree that use of or purchase from such Merchants is AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES ARE WE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND MERCHANTS OR FOR ANY INFORMATION APPEARING ON MERCHANT SITES OR ANY OTHER SITE LINKED TO OUR SITE. All rules, policies (including privacy policies) and operating procedures of Merchants will apply to You while on any Merchant Sites. We are not responsible for information provided by You to Merchants. We and the Merchants are independent contractors and neither party has authority to make any representations or commitments on behalf of the other.
You represent and warrant that if You are purchasing something from Us or from Merchants that (i) any credit information You supply is true and complete, (ii) charges incurred by You will be honored by Your credit card company, and (iii) You will pay the charges incurred by You at the posted prices, including any applicable taxes and fees. You hereby agree to indemnify, defend and hold harmless Us, merchants and the Affiliated Parties from all CLAIMS arising out of Your failure to pay or the provision of inaccurate credit information. We will charge interest on overdue and unpaid accounts. We also reserve the right at any time to change our pricing.
22. Securities Laws.
The Site may include statements concerning Our operations, prospects, strategies, financial condition, future economic performance and demand for Our Services, as well as Our intentions, plans and objectives (particularly with respect to Service offerings), that are forward-looking statements. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond Our control. When used on Our Site, words like “anticipates,” “expects,” “believes,” “estimates,” “seeks,” “plans,” “intends,” “will” and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbors for forward-looking statements. The Site, the Services and the information contained herein does not constitute an offer or a solicitation of an offer for sale of any securities. None of the information contained herein, in the Site or with respect to the Services is intended to be, and shall not be deemed to be, incorporated into any of Our securities-related filings or documents.
23. Links to other Websites.
This Site may be hyperlinked to and by other websites which are not maintained by, or related to, Us. Hyperlinks to such sites are provided as a service to You and are not sponsored by, endorsed by or otherwise affiliated with this Site or Us. We have not reviewed any or all of such sites and We are not responsible for and assume no liability for any mistakes, misstatements of law, defamation, omissions, falsehood, obscenity, pornography or profanity in the statements, opinions, representations or any other form of Content of any linking sites, accuracy or opinions expressed in such websites, and such websites are not investigated, monitored or checked for accuracy or completeness by Us. Inclusion of any linked website on Our Site does not imply approval or endorsement of the linked website by Us. Any links made directly from Our Site to another web page should be accessed at Your own risk. We make no representations or warranties about the Content, completeness, quality or accuracy of any such website, and as such, shall not be liable in connection with any loss, damage, cost or injury associated with any access thereto via this Site.
24. Copyrights and Copyright Agents. We respect the intellectual property rights of others, and We ask You to do the same. If You believe that Your work has been copied in a way that constitutes copyright infringement, please provide Our copyright agent the following information:
25. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
26. A description of the copyrighted work that You claim has been infringed;
27. A description of where the material that You claim is infringing is located on the Site;
28. Your address, telephone number, and email address;
29. 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
30. 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 for notice of claims of copyright infringement on the Site can be reached by directing an e-mail to the copyright agent at support@Soundblock.com.
25. Information and Press Releases.
The Site may contain information and press releases about Us. We disclaim any duty or obligation to update this information or any press releases. Information about companies other than Ours contained in the press release or otherwise, should not be relied upon as being provided or endorsed by Us.
26. Legal Compliance.
You agree to comply with all applicable domestic and international laws, statutes, ordinances, rules and regulations regarding Your use of the Site and the Content and Services.
27. Refund and Return Policy.
To the extent that You purchase any Services directly from Us, a refund in certain circumstances may be possible. You may request a refund by contacting Us by email at support@Soundblock.com. You may obtain any additional information concerning Our refund and return policy, including Our mailing address, by contacting us at support@Soundblock.com.
28. No Unlawful Access.
You agree that You will not use the Site in any manner that could in any way disable, overburden, damage, or impair the Site or otherwise interfere with any other party’s use and enjoyment of the Site or Services. You further agree that You will not obtain, or attempt to obtain, any Content by any means not expressly made available or provided for through the authorized use of the Site.
29. Disclosure Under Law.
We reserve the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request.
30. Governing Law; Arbitration.
This Agreement shall be treated as though it were executed and performed in Phoenix, Arizona, and shall be governed by and construed in accordance with the laws of the State of Arizona (without regard to conflict of law principles). Any cause of action by You with respect to the Site (and/or any Services) must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in this Agreement. Any legal controversy or legal Claim arising out of or relating to this Agreement or Our Services provided to You, excluding legal action taken by Us to collect or recover damages for, or obtain any injunction relating to, the Site, this Agreement, intellectual property, or Our Services, shall be settled solely by binding arbitration in accordance with the commercial arbitration rules of JAMS. Any such controversy or Claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any Claim or controversy of any other party. The arbitration shall be conducted in Maricopa County, Arizona, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either You or Us may seek any interim or preliminary relief from a court of competent jurisdiction in Maricopa County, Arizona necessary to protect the rights or property of You and Us pending the completion of arbitration. Each party shall bear one-half of the arbitration fees and costs incurred through JAMS
31. Intended Audience.
The Site is intended for adults only. The Site is not intended for any children under the age of 13.
We may terminate this Agreement at any time, with or without notice, for any reason.
The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. This Agreement and all incorporated agreements and Your information may be automatically assigned by Us in Our sole discretion to a third party in the event of an acquisition, sale or merger or otherwise. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. Any waiver of this Agreement by Us must be in writing and signed by Our authorized representative. Our rights under this Agreement shall survive any termination of this Agreement. The rule of construction of construing against the drafter does not apply to this Agreement. You and We are not joint venturers. The section titles in the Agreement are for convenience only and have no legal or contractual effect. This Agreement shall be binding upon and inure to the benefit of You and Us and each of our respective successors and assigns.