TERMS AND CONDITIONS

By accessing this Web site owned and operated by Audio Imperia LLC (the “Company”) you (“You”) are agreeing to comply with and be bound by the following terms and conditions outlined in this terms of use agreement (“Agreement”) relating to the use of this Company Web site (the “Site”) and relating to the purchase or licence of products and services provided on and through the Site. Please review the following terms carefully. If you do not agree with any of these terms, do not use the Site.

1. Ownership and Copyright

You acknowledge that any and all information, content, reports, data, databases, graphics, interfaces, web pages, text, files, product names, company names, trade-marks, logos and trade-names contained on this website (collectively the “Content”), including the manner in which the Content is presented or appears and all information relating thereto, are the property of their respective owners as indicated, the Company, or its licensors, as the case may be. The copying, redistribution, use or publication by You of any part of the Content or any part of the Site, except as contemplated by this Agreement, is strictly prohibited. You do not acquire ownership rights to any Content or document obtained through the Site. Posting of information or materials on the Site by the Company or any other person or entity does not constitute a waiver of any right in such information and materials. For purposes of this agreement “Content” excludes any information, data, software, products, services or other content for which the Company specifically requires purchase of a licence.

2. Use Licence

1. The Company hereby grants to You a personal and non-exclusive licence (the “Licence”) to access, read and download one copy of the Content to one local hard drive and make one additional backup copy for your personal use. This is not a transfer of title.
2. Under the Licence you may not and shall not, without the Company’s express written authorization:
   1. transfer the Licence;
   2. remove any copyright or other proprietary notations from the Content;
   3. distribute the Content for any purpose, including, without limitation, compiling an internal database, redistributing or reproducing the Content by way of the press or media or through any commercial network, cable or satellite system;
   4. create derivative works of, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, modify, copy, bundle, sell, sublicense, export, merge, transfer, adapt, loan, rent, lease, assign, share, outsource, host, publish, make available to any person or otherwise use, either directly or indirectly, the Content or any software hosted at the Site in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise; or
   5. permit, allow or do anything that would infringe or otherwise prejudice the proprietary rights of the Company or its licensors or allow any third party to access the Content.
3. The Company is not obligated to provide any authorization referred to in paragraph 2(2), the Company reserves the right to charge a fee for the grant of such authorization, and the Company may cancel such authorization at its sole and unfettered discretion by providing notice to You of such cancellation.
4. The restrictions set out in this Agreement, including the restrictions listed at paragraph 2(2), shall not apply to the limited extent the restrictions are prohibited by applicable law.
5. If the Content includes any audio waveforms, then those audio waveforms are included as demonstrations only and no rights to such audio waveforms are included in the Licence.

3. Licence to Use Your Information

With the exception of personal information, You hereby grant to the Company the perpetual, unlimited, royalty-free, worldwide, non-exclusive, irrevocable, transferable license to run, display, copy, reproduce, publish, bundle, distribute, market, create derivative works of, adapt, translate transmit, arrange, modify, sublicense, export, merge, transfer, loan, rent, lease, assign, share, outsource, host, make available to any person or otherwise use any information or other content You provide on or through this website or which is sent to the Company by email or other correspondence, including, without limitation, any ideas, concepts, inventions, know-how, techniques or any intellectual property contained therein, for any purpose whatsoever. The Company shall not be subject to any obligations of confidentiality regarding any such information unless specifically agreed to by the Company in writing or required by law. You represent and warrant that you have the right to grant the licence set out in this provision.

4. Personal Information

The Company reserves the right, and You authorize the Company, to the use and assignment in any manner consistent with the Company Privacy Policy of all personal information provided by You or on Your behalf.

5. Prices, Payments and Delivery

1. You understand that, in order to be able to purchase or license products or services provided on the Site, You will have to provide credit card or other payment information (the “Information”) to third parties including, but not limited to, Cleverbridge AG (the “Provider”). You agree that Your provision of the Information constitutes a representation that the Information is accurate and complete. You agree that the Provider may use the Information to charge You for any purchased or licensed products or services through the Site.
2. The Company reserves the right, in its sole discretion, to make any necessary updates, modifications and adjustments at any time without prior notice to product descriptions, warranties, and prices for any reason, including, without limitation, Your or the Company’s errors, product discontinuations, changing costs, new market conditions, or any other business factors.
3. All prices are subject to applicable provincial and federal sales tax, handling charges and shipping charges.
4. All orders for shipment outside of Canada may be subject to additional taxes, shipping charges, customs and duties, all of which will be paid and provided for solely by You.
5. The Company shall deliver to You the products or services purchased or licensed through this Site only after full payment for such products or services has been received by the Company.

6. Return and Refund Policy

1. All sales are final.
2. There will be no refunds with respect to any and all intangible products or services that are digitally delivered (“Digital Downloads”).

7. Refusal of Service

The Company reserves the right, at its sole discretion, to exclude or otherwise limit the provision of any product or service, including access to the Site, to any person or entity, for any reason.

8. Editing, Deleting and Modification

The Company reserves the right in its sole discretion to edit or delete any documents, information or other content appearing on the Site. The company assumes no obligation to update the content on this site, and the content on this site may be changed without notice to you.

9. Termination

1. This Agreement is effective until terminated by the Company, with or without cause, in the Company’s sole and unfettered discretion. The Company may terminate this Agreement without notice to You if You fail to comply with any of its terms. Any such termination by the Company shall be in addition to and without prejudice to such rights and remedies as may be available to the Company, including injunction and other equitable remedies.
2. The disclaimers, limitations on liability, ownership, termination, interpretation, Your licence to the Company, Your warranty and the indemnity provisions of this Agreement shall survive the termination or expiry of this Agreement.
3. This Agreement will automatically terminate if You violate or assist in the violation of any of the restrictions of paragraph 2(2).
4. On the termination of this Agreement, you must destroy any Content in your possession whether in electronic or printed format.

10. Indemnification

You agree to indemnify, defend and hold Company and its partners, lawyers, staff, affiliates, successors and assigns (collectively, “Affiliated Parties”) harmless from any liability, loss, claim and expense, including reasonable legal fees, related to Your violation of this Agreement or use of the Site.

11. Disclaimer and Limitation of Liability

1. THE INFORMATION, FORMS, AGREEMENTS, LICENCES, CONTENT, DIGITAL DOWNLOADS, TANGIBLE PRODUCTS, GOODS AND SERVICES (THE “MATERIALS”) FROM OR THROUGH THE SITE ARE PROVIDED “AS IS”, “AS AVAILABLE” AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE MATERIALS MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. THE COMPANY AND ITS AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY OF THE MATERIALS. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, THE COMPANY AND THE AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, 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. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND THE COMPANY. THE SITE AND THE MATERIALS WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
2. The Content accessible within the Site or available through the Site may not be appropriate under the circumstances for any particular transaction. No representations, warranties or guarantees whatsoever are made as to the accuracy, currentness, completeness, adequacy, reliability, suitability or applicability of any of the Content to a particular situation.
3. All responsibility or liability for any damages caused by the Content, including, without limitation, damages caused by computer viruses or other malicious code contained within the Content is disclaimed.

12. Use of Information

The Company reserves the right, and You authorize the Company, to the use and assignment of all information regarding Site uses by You and all information provided by You in any manner consistent with the Company Privacy Policy.

13. Third Party Services

The Company operates an interactive transaction service allowing access to the Provider’s third party site from which You may purchase certain goods or services. You understand and agree that the Provider is responsible for all aspects of order processing and billing. The Company is not a party to the transactions entered into between You and the Provider. YOU AGREE THAT UNDER NO CIRCUMSTANCES IS THE COMPANY LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND THE PROVIDER OR FOR ANY INFORMATION APPEARING ON THE PROVIDER’S SITES OR ANY OTHER SITE LINKED TO THE COMPANY’S SITE. THE COMPANY WILL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND THAT MAY RESULT FROM USE OF OR INABILITY TO USE THE COMPANY SERVICE.

14. Third Party Provider Policies

All rules, policies (including privacy policies) and operating procedures of the Provider will apply to You while on the Provider’s sites. The Company is not responsible for information provided by You to the Provider. The Provider and the Company are independent contractors and neither party has authority to make any representations or commitments on behalf of the other.

15. Links to Other Web Sites

The Site may contain links to other Web sites. The Company is not responsible for the content, accuracy, or opinions expressed in such Web sites, and such Web sites are not investigated, monitored or checked for accuracy or completeness by the Company. Inclusion of any linked Web site does not imply approval or endorsement of the linked Web site by the Company. If you decide to leave the Site and access these third party sites, you do so at your own risk.

16. Miscellaneous

1. This Agreement shall be treated as though it were executed and performed in the state of California, and shall be governed by and construed in accordance with the laws of the state of California (without regard to conflict of law principles).
2. Any of Your causes of action with respect to the Site (and/or the information or Content thereon) must be instituted within six (6) months after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in pararaphs 12 and 14 of this Agreement.
3. The language in this Agreement shall be interpreted as to its fair meaning and not construed strictly for or against either party. The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
4. All legal proceedings arising out of or in connection with this Agreement shall be brought solely in the state of California. You expressly submit to the exclusive jurisdiction of said courts and consent to extra-territorial service of process.
5. 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.
6. Failure of the Company to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.
7. You agree to review this Agreement prior to reviewing any information or obtaining any documents or goods on or through the Site. This Agreement may be amended by the Company from time to time without specific advance notice to You. The latest Agreement will be posted on the Site, and You should review the Agreement prior to using the site.
8. This Agreement, as modified from time to time as described above, and including the policies incorporated by reference, constitutes the entire and only agreement between You and the Company and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the Content, goods and services provided by or through the Site, and the subject-matter of this Agreement, except to the extent that You have or will enter additional end-user licencing agreements with the Company regarding particular goods and services by or through the Site.
9. To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence.