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This Terms of Service Agreement (Agreement) is made by and between ICoreTech, Inc. (hereinafter "ICoreTech"), a Delaware corporation, with offices at 155 Water Street, Brooklyn, New York 11201, and you the User (you, your or User).
This Agreement contains the complete terms and conditions that govern the use of the ICORETECH Website(s) ("Website" or "Websites" or "site"), products, and services, which include, but are not limited to, audiobox.fm and/or AudioBox. BY CREATING AN ACCOUNT OR BY ACCESSING, VISITING, BROWSING, USING OR ATTEMPTING TO INTERACT WITH OR USE ANY PART OR CONTENT OF THIS WEBSITE, WHICH IS AUDIOBOX.FM AND THE PRODUCTS AND SERVICES ACCESSIBLE AND AVAILABLE THROUGH THIS WEBSITE (WHICH ARE ALSO COLLECTIVELY REFERRED TO HEREIN AS "AUDIOBOX"), YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR OTHERWISE USE ANY PART OF THIS WEBSITE OR THE PRODUCTS AND SERVICES PROVIDED THROUGH THIS WEBSITE.
Note: Other definitions appear throughout these "Terms of Service".
ICORETECH RESERVES THE RIGHT, WITH OR WITHOUT NOTICE, TO MAKE CHANGES TO THIS AGREEMENT AT ICORETECH'S DISCRETION. CONTINUED USE OF ANY PART OF THIS WEBSITE OR AUDIOBOX CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES. You should review these terms regularly as they may change at any time at the sole discretion of ICoreTech.
THE MOST CURRENT VERSION OF THIS AGREEMENT, WHICH SUPERCEDES ALL PREVIOUS VERSIONS, CAN BE REVIEWED BY GOING TO HTTP://AUDIOBOX.FM/TERMS
You must be at least 18 years old to be eligible to use this Website and/or AudioBox. However, if you are at least 13 years old but not yet 18, you may use this Website and/or AudioBox if, and only if, you have your parents' or guardians' prior permission and consent. By clicking the "I agree" button, you are representing that you are at least 18 years old, or that you are at least 13 years old and have your parents' permission and consent to register for this Website and/or AudioBox.
You may not use this Website and/or AudioBox if you are a citizen, national, or resident of, or are under control of, the government of any country to which the United States has prohibited export. When you register for this Website and/or AudioBox and each time you use this Website and/or AudioBox, you represent, warrant, and covenant that:
To establish a User Account in order to use this Website – audiobox.fm – and the products and services available and accessible through this Website and/or AudioBox, you will be asked to provide certain registration details or other information. It is a condition of your use of this Website that all the information you provide be correct, current, and complete. If ICoreTech believes the information you provide is not correct, current, or complete, ICoreTech has the right to deny access to this Website, or to any of its resources, and to terminate or suspend your access at any time.
You will be asked to select a password for your account. You will need to use this password to access your account. You may never use another person's User Account and/or password without that person's permission.
ICoreTech uses reasonable precautions and encryption technologies to protect the privacy of your password and User Account information. You, however, are ultimately responsible for protecting and maintaining the confidentiality of your password and User Account information from disclosure to third parties. From time to time, ICoreTech may require that you change your password.
You are required to take reasonable precautions to safeguard your password and User Account information. You agree to not give or reveal your password to another person or entity. You agree to never leave your computer unattended while using this Website and/or AudioBox. You agree to always exit this Website and/or AudioBox by clicking on "Log Out" before leaving your computer unattended. You also agree to immediately notify ICoreTech of any unauthorized use of your password and/or User Account, or any other breach of security by e-mailing ICoreTech at legal@audiobox.fm.
You are solely responsible for any activity that occurs with respect to your User Account and password. While ICoreTech provides certain encryption technologies and use other reasonable precautions to protect your confidential information and provide suitable security, ICoreTech does not and cannot guarantee or warrant that information transmitted through the Internet is secure, or that such transmissions are free from delay, error, interception or interruption.
ICoreTech maintains a strict online Privacy Policy and will not sell or give your information to other parties.
You are not permitted to circumvent the use of required encryption technologies. You are prohibited from using any services or facilities provided in connection with this Website 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, ICoreTech reserves the right to release your account details to system administrators at other websites and/or the authorities in order to assist them in resolving security incidents. ICoreTech reserves the right to investigate suspected violations of these Terms of Service. ICoreTech reserves the right to fully cooperate with any law enforcement authorities or court order requesting or direction ICoreTech to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms of Service.
By accepting this agreement, you waive all rights and agree to hold ICoreTech harmless from any claims resulting from any action taken by ICoreTech during or as a result of the investigations and/or from any actions as a consequence of investigations by either ICoreTech or law enforcement authorities.
In creating and using your User Account on this Website, you agree to: (i) provide true, accurate, current and complete information about yourself on any registration form required on the Website (such information being the "Registration Data"); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or ICoreTech has reasonable grounds to suspect that such information is untrue, inaccurate, misleading, not current or incomplete, ICoreTech has the right to suspend or terminate your User Account and refuse any and all current or future use of your User Account. Any User registering for such services agrees to provide true and accurate information during the registration process. You authorize ICoreTech to rely on your e-mail address and password to identify you when you use this Website and AudioBox.
You may use audiobox.fm and AudioBox for purposes expressly permitted by audiobox.fm. As a condition of your use of ICoreTech's Websites and products and services, you warrant to ICoreTech that you will not use the Websites and products and services for any purpose that is unlawful or prohibited by these terms, conditions, and notices.
You may not use or authorize any party to co-brand, or frame this Website and/or AudioBox without the express prior written permission of an authorized representative of ICoreTech. For purposes of these Terms of Service, "co-branding" means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute this site or content accessible within this site. For purposes of these Terms of Service, "framing" refers to displaying any ICoreTech webpage within a bordered area of another Website, regardless of whether the address of the originating ICoreTech website is visible. Furthermore, you agree to cease any unauthorized co-branding or framing immediately, upon notice from ICoreTech.
In addition, you agree that you will not use audiobox.fm and/or AudioBox in any manner that could in any way disable, overburden, damage, or impair this Website and/or AudioBox, and/or otherwise interfere with any other party's use and enjoyment of this Website and/or AudioBox. You further agree that you will not obtain, or attempt to obtain, any materials, content, or information by any means not expressly made available or provided for through authorized use of this Website and/or AudioBox.
You may copy or print pages from this Website solely for personal, non-commercial purposes. You may not otherwise modify, copy, print, display, reproduce, distribute or publish any information from this Web Site without the express, prior, written consent of ICoreTech.
All content found on this Website is considered the copyrighted and trademarked intellectual property of ICoreTech, or of the party that created and/or licensed the Content to ICoreTech. No rights or title to any of the works contained on any ICoreTech Website shall be considered transferred or assigned to the User. You agree that you will not copy, distribute, republish, modify, create derivative works from, or otherwise use the content in any way, without the prior written consent of ICoreTech, except that you may print out and/or save a copy of the content for personal use.
User understands that all information, computer files, graphics, sound files, digital files, and text are the responsibility of the User from which such informational content has originated. The User alone decides and selects the files and content he uploads, stores, streams, or downloads while streaming using AudioBox. ICoreTech does not participate in that decision. ICoreTech does not control or influence the files and content that the User uploads, stores, streams, or downloads while streaming using AudioBox. Furthermore, ICoreTech does not modify the files and content that the User chooses to upload, store, stream, or download while streaming using AudioBox. ICoreTech does not claim ownership of any informational content submitted by Users to audiobox.fm.
ICoreTech does not itself upload or store any files or content in AudioBox's cloud and does not provide, collect, furnish, distribute, or supply files for Users to access, upload, store, stream, or download while streaming. All of the files and content in the cloud are uploaded by and at the direction of the User and stored at the direction of the User. All of the files that are streamed or downloaded while streaming, using AudioBox, originate with and are provided by the user, and are streamed or downloaded while streaming at the direction of the User. User is fully responsible for any and all files that user uploads, stores, streams, or downloads while streaming, using AudioBox. Under no circumstances shall ICoreTech be held liable for User's exposure to informational content or files that User deems offensive, indecent or objectionable. Under no circumstances shall ICoreTech be held liable for any errors or omissions in any informational content transmitted by Users. Under no circumstances shall ICoreTech be held liable for content or files that are unlawful.
ICoreTech does not and cannot pre-screen or screen the content and files uploaded, stored, streamed, or downloaded while streaming by Users. The uploading, storing, streaming, or downloading while streaming is carried out through an automatic technical process.
If ICoreTech receives a notification of claimed infringement issued in accordance with 17 USC Sec. 512(c)(3) from a person or entity claiming that his/its copyright rights have been infringed by one or more Users, ICoreTech will act expeditiously to User(s) that they must remove the material/file that is claimed to be infringing or the material/file that is the subject of the infringing activity from AudioBox's cloud and they must stop streaming or downloading while streaming the material/file using AudioBox. If ICoreTech receives a counter notification issued in accordance with 17 U.S.C. Sec. 512(g)(3) from the User(s), ICoreTech will promptly provide the person or entity who/that issued the original notification with a copy of the counter notification and inform that person/entity that ICoreTech will allow the User(s) to resume uploading, storing, streaming, or downloading while streaming the material using AudioBox in 10 business days. ICoreTech will in fact notify the User who issued the counter notification in not less than 10, nor more than 14, business days following receipt of the counter notice, that he may resume uploading, storing, streaming, or downloading while streaming the material using AudioBox, unless ICoreTech's designated agent receives notice from the person/entity who submitted the original notification that such person/entity has filed an action seeking a court order to restrain the User(s) from engaging in infringing activity relating to the material using AudioBox.
ICoreTech reserves the right to terminate the access of Users who repeatedly or flagrantly abuse their access to AudioBox through disrespect for the intellectual property rights of others.
This Website may be hyperlinked to and by other websites which are not maintained by, or related to, ICoreTech. Hyperlinks to such sites are provided as a service to users and are not sponsored by, endorsed or otherwise affiliated with this site or ICoreTech. ICoreTech has not reviewed any or all of such sites and is not responsible for the content of any linking sites, and any links made directly from an ICoreTech website to another webpage should be accessed at the User's own risk. ICoreTech makes no representations or warranties about the content, completeness, quality or accuracy of any such website. Furthermore, these hyperlinks are not express or implied endorsements or approvals by ICoreTech of any products, services or information available from these sites.
ICoreTech charges a User on the last day of each calendar month ("the Payment Due Date") for the amount of space that the User uses in AudioBox's cloud, and the services associated with the use of audiobox.fm and/or AudioBox. The pricing for space is indicated at http://audiobox.fm/pages/features. You authorize ICoreTech's agent Stripe.com to debit your Payment Account on the last day of the month and remit funds on your behalf to the Payee. You also authorize ICoreTech to credit your Payment Account for payments returned to you by ICoreTech.
ICoreTech will not disclose any information to third parties about you, including email addresses, or your Account, except in the situations described below or as otherwise set forth in ICoreTech's Privacy Policy located at: http://audiobox.fm/pages/privacy_policy. ICoreTech will disclose such information:
You must have sufficient available funds in your Payment Account on the Payment Due Date. If your Payment Account has insufficient funds, the Bill Payment will not be completed. Should a Bill Payment fail because of insufficient funds in your Payment Account, ICoreTech will promptly e-mail you a notice stating that if you do not make the Bill Payment within 30 days from the Payment Due Date, your account will be cancelled/closed and any files that you have stored in AudioBox's cloud will be deleted.
If ICoreTech debits your Payment Account incorrectly, ICoreTech will be responsible for returning the improperly debited funds to your Payment Account. If ICoreTech does not complete a Bill Payment from your Payment Account on time or in the correct amount in accordance with your Payment Instructions, ICoreTech will be liable for the actual charges incurred by you, to the extent required by Applicable Law. However, ICoreTech will not be liable in the following situations:
ICORETECH reserves the right to monitor use of this site to determine compliance with these Terms of Service. ICoreTech reserves the right to immediately terminate your User Account for any violation of these Terms of Service, for any activity that is harmful to other users of this Website and/or AudioBox, for any unlawful activity, or for any reason at all. Upon termination of your User Account, ICoreTech will promptly notify you of the termination and will maintain a backup of your files stored in AudioBox's cloud for two weeks form the date of termination, after they will be deleted. Under no circumstances shall ICoreTech be liable to User or any other party for such termination of User's account.
ICoreTech does not guarantee that you will be able to access or use this Website and/or AudioBox at times or locations of your choosing, or that ICoreTech shall have adequate capacity for this Website and/or AudioBox as a whole or in any specific geographic area.
You expressly agree that your use of this Website and/or AudioBox are at your sole risk. This Website and AudioBox are provided "as is" and "as available" for your use, without warranties of any kind, either express or implied, unless such warranties are legally incapable of exclusion.
ICoreTech provides this Website and AudioBox on a commercially reasonable basis and makes no representations or warranties that this Website or AudioBox are or shall remain uninterrupted or error-free, that defects shall be corrected, or that this Website, AudioBox, or the server that makes them available are free or shall remain free of viruses, time bombs, drop dead devices, worms, Trojan horses or other code that may cause damage or harm to your computer(s) or network(s). 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 personal data, external to this Website and AudioBox.
ICoreTech does not warrant or make any representation regarding use, or the result of use, of any content in terms of accuracy, reliability, or otherwise. The user acknowledges that the content may include technical inaccuracies or typographical errors, and ICoreTech may make changes or improvements at any time. 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 Website or AudioBox.
ICoreTech further disclaims any responsibility to ensure that the content located on this Website is necessarily complete and up-to-date.
ICoreTech further makes no warranties that your use of this Website and/or AudioBox will not infringe the rights of others and assumes no liability or responsibility for errors or omissions in such content.
ICoreTech, its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and directors will not be liable for any incidental, direct, indirect, punitive, actual, consequential, special, exemplary, or other damages, including loss of revenue or income, pain and suffering, emotional distress, or similar damages, even if ICoreTech has been advised of the possibility of such damages.
In no event will the collective liability of ICoreTech and its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and directors, regardless of the form of action (whether in contract, tor, or otherwise), exceed the greater of $100.00 or the amount you have paid to ICoreTech for the applicable content or service out of which the liability arose.
ICoreTech assumes no responsibility for any data loss or other loss suffered by any User of this Website and/or AudioBox. User is fully responsible for maintaining its computer equipment and Internet access to use the ICoreTech web site.
You agree to defend, indemnify and hold ICoreTech, its subsidiaries, affiliates, owners, directors, officers, employees, content providers, service providers, agents, and contractors ("the Indemnified Parties") harmless from and against any and all claims, demands, suits, proceedings, liabilities, judgments, losses, damages, expenses and costs (including without limitation reasonable attorneys' fees) assessed or incurred by ICoreTech, directly or indirectly, with respect to or arising out of: (i) your failure to comply with these Terms; (ii) your breach of your obligations under these Terms, including but not limited to any use of content, products, or services other than as expressly authorized in these Terms of Service; (iii) your use of the rights granted hereunder, including without limitation any claims made by any third parties; and/or (iv) your violation of any third party right, including without limitation any copyright, property, or privacy right. You agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys' fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed from this site.
ICoreTech may provide hyperlinks to other websites maintained by third parties, or ICoreTech may provide third party content on this Website by framing or other methods. The links to third party websites are provided for your convenience and information only. The content on any linked website is not under ICoreTech's control and ICoreTech is not responsible for the content of linked website, including any further links contained in a third party website. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk. ICoreTech may allow third party advertisers to advertise on this Website. ICoreTech takes no responsibility for User's dealings with, including any online or other purchases from, any third party advertisers. ICoreTech shall not be liable for any loss or damage incurred by User in its dealings with third party advertisers.
If a third party links to this Website, it is not necessarily an indication of an endorsement, authorization, sponsorship, affiliation, joint venture or partnership by or with ICoreTech. In most cases, ICoreTech is not even aware that a third party has linked to this Website. A web site that links to this Website: (i) may link to, but not replicate, this Website's content; (ii) may not create a browser, border environment or frame this Website's content; (iii) may not imply that ICoreTech is endorsing it or its products; (iv) may not misrepresent its relationship with ICoreTech; (v) may not present false or misleading information about ICoreTech's products or services; and (vi) should not include content that could be construed as distasteful, offensive or controversial, and should contain only Content that is appropriate for all age groups.
All trademarks and service marks of ICoreTech that are displayed or may be referred to on this Website are the property of ICoreTech. Other parties' trademarks and service marks that may be displayed or referred to on this Website are the property of their respective owners. Nothing on this Website should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of ICoreTech's trademarks or service marks without ICoreTech's prior written permission. ICoreTech aggressively enforces its intellectual property rights. Neither the name of ICoreTech nor any of ICoreTech's other trademarks, service marks or copyrighted materials may be used in any way, including in any advertising, hyperlink, publicity or promotional materials of any kind, whether relating to this Website or otherwise, without ICoreTech's prior written permission, except that a third party website that desires to link to this Website and that complies with the requirements of Paragraph 14 above may use the name "AudioBox" in or as part of that URL link.
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide ICoreTech's copyright agent the written information specified below. Please note that this procedure is exclusively for notifying ICoreTech and its affiliates that your copyrighted material has been infringed. Please include the following:
ICoreTech's Copyright Agent for notice of claims of copyright infringement on its site can be reached as follows:
ICoreTech makes no representation that content or materials in this Website and/or AudioBox are appropriate or available for use in jurisdictions outside the United States. If you choose to access this Website and/or AudioBox from other jurisdictions, you do so on your own initiative and are responsible for compliance with applicable local laws. ICoreTech is not responsible for any violation of law. You may not use or export the content or materials on this Website in violation of U.S. export laws and regulations. You agree that this Website, AudioBox, and these Terms of Service shall be interpreted and governed in accordance with federal law and, to the extent not preempted by federal law, with the laws of the state of New York. This Website and AudioBox shall be deemed a passive website and service that does not give rise to personal jurisdiction over ICoreTech, either specific or general, in jurisdictions other than New York State. You agree and hereby submit to the exclusive personal jurisdiction of the state and federal courts located in New York State. You further agree to comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which you reside (if different from the United States).
Information that ICoreTech publishes in this Website may contain references or cross-references to products, programs or services of ICoreTech that are not necessarily announced or available in your area. Such references do not mean that ICoreTech will announce any of those products, programs or services in your area at any time in the future. You should contact ICoreTech for information regarding the products, programs and services that may be available to you, if any.
User Accounts and passwords are non-transferable, and all users are obligated to take preventative measures to prohibit unauthorized users from accessing this Website and/or AudioBox with his or her e-mail address and password. You may not assign these Terms, in whole or in part, or delegate any of your responsibilities hereunder to any third party. Any such attempted assignment or delegation will not be recognized by ICoreTech unless acknowledged by ICoreTech in writing. ICoreTech has no obligation to provide you with written acknowledgment. ICoreTech may, at any time and in its sole discretion, assign these Terms, in whole or in part, or delegate any of our rights and responsibilities under these Terms to any third party or entity.
These Terms of Service will be governed and interpreted pursuant to the laws of the United States and the State of New York notwithstanding any principles of conflicts of law. You specifically consent to personal jurisdiction in New York State in connection with any dispute between you and ICoreTech arising out of these Terms of Service or pertaining to the subject matter hereof. The parties to these Terms of Service each agree that the exclusive venue for any dispute between the parties arising out of these Terms of Service will be in the state and federal courts in New York State.
If any part of these Terms of Service is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. You agree that no joint venture, partnership, employment, or agency relationship exists between you and ICoreTech as a result of this Agreement or use of this Website and/or AudioBox. These Terms of Service constitute the entire agreement among the parties relating to this subject matter and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written between the User and ICoreTech with respect to this Website and/or AudioBox. Notwithstanding the foregoing, any additional terms and conditions on this site will govern the items to which they pertain. ICoreTech may revise these Terms of Service at any time by updating this posting.
