DLPT LLC, DBA StereoNiche (“StereoNiche”) provides services and technologies for audio enthusiasts that are offered as communities and tools through a website portal or YouTube Channel. The Terms govern your use of StereoNiche and any other services, technologies, applications, products or software offered except where expressly stated that they do not apply. All services and technologies described in this Section, as well as any other products and services offered by StereoNiche at any time shall be defined as “Service” or “Services”.
In order to use the Service, you must read and accept all of the terms and conditions in, and linked to, this agreement (“Agreement”). This Agreement may be modified by StereoNiche from time to time at our sole discretion. You may receive updated notices from us from time to time with updates to the Agreement.
BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY ALL OF THE TERMS, CONDITIONS AND NOTICES CONTAINED IN THIS AGREEMENT JUST AS IF YOU HAVE SIGNED IT.
1. SERVICES PROVIDED BY STEREONICHE
Our goal is to provide the audio community with the tools and services that bring enjoyment, information and fun to enthusiasts. To accomplish this, we provide a platform that you can use to connect with other like-minded enthusiasts whereby you may share and consume information that is of interest that you. We create a community site to show you content specific to those categories of interest. With this information, we can connect you with other like-minded audio enthusiasts. While not required, we would encourage you to share your information, pictures, videos and stories with others to build the audio community.
2. ACCOUNT REGISTRATION
Account Registration.
Before using the Services, you must create a single account (“Account”) by registering with some basic information about yourself to become a member (“Member”). A Member’s avatar will be of your choosing, but not considered offensive. Your account name cannot be offensive or contain foul or derogatory language, nor can it be similar to the site name StereoNiche. The information Members provide will be used to enhance the community experience. You represent and warrant that (A) all information is truthful and accurate, (B) you will maintain the accuracy of this information and C) you will not share your password with others. You may delete your account at any time and for any reason by following the instructions. Any fees already paid will not be refunded. StereoNiche may suspend or terminate your Account if you are in violation of the Terms.
Responsibilities as a Community Member. The Services provided by StereoNiche is best experienced with your active participation. We encourage Members to create content and engage actively in the community. You agree that by using the Services, StereoNiche cannot and will not be liable for any loss or damage arising from your use of the Services.
3. MINIMUM AGE
You must be at least 18 years old to use or access the Service in any manner, including to register for an account, unless Your jurisdiction provides for a different minimum age to enter into a contract.
4. ACCESS TO THE SITE AND THE SERVICES
License. Subject to this Agreement, StereoNiche grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site and App solely for your own personal, noncompetitive use.
What you can and cannot do and share on StereoNiche. We want all members of StereoNiche to be active in the online community and share their content with others. In order to ensure the experience of all Members are held to a high standard, you therefore agree to not engage in personal or demeaning attacks on other Members.
In particular, You must not use the Service in any way that involves:
- Terrorism-related offenses, including promoting, supporting, or glorifying terrorism.
- Child sexual exploitation and abuse (CSEA), including grooming, sharing, or facilitating child sexual abuse material, as well as any content that is harmful to children.
- Pornographic content or any material that encourages, promotes or gives instructions for suicide or serious self-harm.
- Harassment, stalking, making threats, or abuse towards individuals or groups.
- Hate offenses, including racial, religious, gender-based, or any other discriminatory hate speech.
- Controlling or coercive behavior.
- Drugs or psychoactive substances.
- Weapons offenses (knives, firearms, and other weapons).
- Unlawful immigration and human trafficking offenses.
- Sexual exploitation of adults, including intimate image abuse or the non-consensual sharing of private or explicit images.
- Proceeds of crime, including money laundering and illegal financial transactions.
- Fraud and financial services offenses, including identity theft, scams or any fraudulent activity.
- Foreign interference, such as disinformation campaigns, election manipulation or espionage.
- Animal cruelty offenses, including content promoting harm to animals.
- Sending chain letters, junk mail, spam, or using distribution lists to contact any person who has not given specific permission to be included.
- Disrupting another user’s enjoyment of the Service is not allowed.
To minimize the presence of illegal, inappropriate, or otherwise harmful content, including but not limited to the prohibited actions listed above, We continuously monitor the Service and take appropriate action against violations, including the removal of prohibited content and enforcement measures against non-compliant users, as further detailed below.
We take immediate action when We identify a violation or receive a valid user report. As part of this process, We may review Your account activity, including private messages, account details and order pages. If action is taken against Your account, You can contact us at Our email address, [email protected] to clarify the facts that led to the decision, so that You can, where possible, correct the issues.
In certain limited cases, We may, at Our sole discretion, immediately suspend or terminate Your account without prior notice.
Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site or App, whether in whole or in part, or any content displayed on the Site or App; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site or App; (c) you shall not access the Site or App in order to build a similar or competitive website, product, or service, to discover information that could be used to compete against StereoNiche (such as the terms of its relationships with its business partners); and (d) except as expressly stated herein, no part of the Site or App may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site or App shall be subject to this Agreement. All copyright and other proprietary notices on the Site or App (or on any content displayed on the Site or App) must be retained on all copies thereof.
Modification. StereoNiche reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you. You agree that StereoNiche will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.
No Support or Maintenance. You acknowledge and agree that StereoNiche will have no obligation to provide you with any support or maintenance in connection with the Services.
Ownership. Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site or App and its content are owned by StereoNiche or StereoNiche’s suppliers. Neither this Agreement (nor your access to the Services) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth herein. StereoNiche and its suppliers reserve all rights not granted in this Agreement. There are no implied licenses granted under this Agreement.
5. PRIVACY POLICY AND CONFIDENTIALITY. StereoNiche is committed to protecting your privacy as a member. By using our Services, we collect information through any communication method between you and StereoNiche such as email, text or any other electronic or physical process. It does not apply to our use of a 3rd party payment processor for the purpose of processing payments to use the Service. It is the Member’s responsibility to reference the policy of the payment processor.
IF YOU DO NOT AGREE WITH OUR POLICIES AND PRACTICES, THEN YOU HAVE THE CHOICE TO NOT USE THE SERVICE.
What we collect. As Members use the Services, we collect information about usage, searches and viewing patterns, specific item category data, IP addresses, geographic information, time of day, device types and item specific details. Information Members provide to StereoNiche is created by using the Services. Examples are, creating an Account and creating content such as inventory or showrooms. As Members use the Services to create items of inventory, StereoNiche will capture the details of each item and any transfer of ownership. This information is kept indefinitely for reporting purposes. Some data is collected automatically through technologies we use such as cookies or web beacons.
What we do with your information. StereoNiche will use the information to enhance the Member experience. This is in the form of providing Members with recommendations on their areas of interest, reporting of various collectible details such as valuations or interest from other users or to provide Members with notifications or calculating your ranking. Some information is used to calculate the appropriate billing and collection activity. We may use some data to contact you about Services that may be of interest to you as a Member or to determine targeted advertising.
What information do we disclose. StereoNiche will share information as it relates to Services such as rankings for individuals in various categories of aggregated data. Individual data can be shared by Members and between Members. StereoNiche may disclose information, as necessary, to contractors, 3rd parties and other service providers that support our Services. We may share information with 3rd parties which Members have engaged for services not provided by StereoNiche but are initiated via our Service. StereoNiche may share information about items for marketing purposes. We may disclose information to comply with any legal processes from local, state or Federal agencies. We may also disclose information to prevent or reduce the risk of fraud to our Members and other appropriate entities.
Data Security. We take the security of your information as a priority. We have configured our Services to ensure your data and personal information is protected from loss, unauthorized access or manipulation. This does not remove responsibility from Members to protect their data by keeping their Account password confidential.
6. SERVICE FEES AND BILLING METHODS StereoNiche charges you for a monthly membership and potentially for some additional service fees (“Membership Fees”). StereoNiche may collect Membership Fees directly using a third-party payment service. StereoNiche may place a hold on your payment method until the full Membership Fees are determined. Processing of financial transactions through the Service is currently managed by PayPal directly or one of PayPal’s alternative payment method partners (contact PayPal for more information). We recommend that You review the terms and conditions for the payment provider You select to understand Your rights and responsibilities pursuant to that payment provider. In all cases, You will be transferred to the payment provider’s website to authorize Your payment.
All financial transactions between community members are the sole responsibility of those parties. We will not be held liable for any issues concerning payment between You and another member of StereoNiche. Refunds are at a seller’s own discretion and must be processed by that seller in accordance with their policies and in compliance with applicable laws and regulations. Issues concerning payment, disputes, and refunds must be handled between You, the other user(s), and PayPal or other selected payment providers. Any suspected fraudulent use will result in Your account being terminated immediately and activity reported to the authorities.
Membership fees cannot be refunded. Membership plans are billed over the term offered (Monthly, Quarterly, Yearly) and we will not refund any portion of the term if the account is cancelled prior to the end of the current term. Recurring Payments. Any membership plans with recurring payments will bill at the beginning of the next term. Cancellation of an account will stop the recurring billing cycle.
Automatic Renewal. Your Membership will be automatically renewed each month, quarter or year on the corresponding date you began using the Services and the payment method on file with StereoNiche will be charged each month, quarter or year unless you terminate the services in accordance with this section. BY ACCEPTING THESE TERMS OF SERVICE YOU UNDERSTAND AND AGREE THAT UNLESS AND UNTIL YOU CANCEL YOUR MEMBERSHIP TO THE SERVICES (1) YOUR MEMBERSHIP TO THE SERVICES WILL AUTOMATICALLY RENEW AT THE END OF EACH MEMBERSHIP TERM AND CONTINUE FOR ANOTHER MEMBERSHIP TERM; (2) YOU WILL AUTOMATICALLY BE BILLED AT THE START OF EACH NEW MEMBERSHIP TERM; AND (3) THAT PERIODIC CHANGES FOR EACH NEW MEMBERSHIP TERM WILL BE AUTOMATICALLY BILLED TO YOUR DESIGNATED BILLING PAYMENT METHOD. YOU MAY TERMINATE ENROLLMENT IN AUTOMATIC RENEWAL BY CANCELLING YOUR ACCOUNT.
7. USER CONTENT
User Content. “User Content” means any and all information and content that a member submits to, or uses with, the Site or the App (e.g., content in the member’s profile, pictures, documents, including, but not limited to certificates, records, forms, messages, comments, information submitted or postings). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (below). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by StereoNiche. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy.
License. You hereby grant (and you represent and warrant that you have the right to grant) to StereoNiche an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, subject to the Privacy and Confidentiality provisions, solely for the purposes of including your User Content in the Services. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”:
You agree not to use the Site or App to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any applicable law, regulation, or obligations or restrictions imposed by any third party.
In addition, you agree not to: (i) upload, transmit, or distribute to or through the Site or App any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Site or App unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Site or App to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site or App, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site or App (or to other computer systems or networks connected to or used together with the Site or App), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Site or App; or (vi) use software or automated agents or scripts to produce multiple accounts on the Site or App, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site or App (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site or App for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials).
Enforcement. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with the Term and Termination Section, and/or reporting you to law enforcement authorities.
Feedback. If you provide StereoNiche with any feedback or suggestions regarding the Services (“Feedback”), you hereby assign to StereoNiche all rights in such Feedback and agree that StereoNiche shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. StereoNiche will treat any Feedback you provide to StereoNiche as non-confidential and non-proprietary. You agree that you will not submit to StereoNiche any information or ideas that you consider to be confidential or proprietary.
8. CONSENT TO USE CERTAIN DATA
Diagnostic and Usage Data. You agree that StereoNiche and its subsidiaries and agents may collect, maintain, process and use diagnostic, technical, usage and related information, including but not limited to information about your computer, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the services, and to verify compliance with this Agreement. StereoNiche may use certain information, as long as it is collected in a form that does not personally identify you, to provide and improve StereoNiche’s products and services. To enable StereoNiche’s partners and third-party developers to improve their software, hardware and services designed for use with StereoNiche products, StereoNiche may also provide any such partner or third-party developer with a subset of diagnostic information that is relevant to that partner’s or developer’s software, hardware and/or services, as long as the diagnostic information is in a form that does not personally identify you. StereoNiche may use other information in accordance with its privacy policy.
Location Data. StereoNiche and its partners, licensees and third-party developers may provide certain services through the StereoNiche website that rely upon location information. To provide these services, where available, StereoNiche and its partners, licensees and third-party developers may transmit, collect, maintain, process and use your location data, including the real-time geographic location of your computer, and location search queries. The location data and queries collected by StereoNiche are collected in a form that does not personally identify you and may be used by StereoNiche and its partners, licensees and third-party developers to provide and improve location-based products and services. By using any location-based services provided by or through the StereoNiche website, you agree and consent to StereoNiche’s and its business partners’, licensees’ and third- party developers’ transmission, collection, maintenance, processing and use of your location data and queries to provide and improve such products and services.
9. THIRD PARTY LINKS
Third-Party Links.
The StereoNiche website may contain third-party data and/or sources that direct you to our business partners, such as, just for example, providers of appraisal services, (collectively, “Third-Party Data & Sources”). Such Third-Party Data & Sources are not under the control of StereoNiche, and StereoNiche is not responsible for any Third-Party Data & Sources. StereoNiche provides access to these Third-Party Data & Sources only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third- Party Data & Sources. While StereoNiche asks that its third-party business partners comply with all applicable laws, StereoNiche is not responsible for its Third-Party Sources to do so. You use all Third- Party Data & Sources at your own risk and should apply a suitable level of caution and discretion in doing so.
StereoNiche DOES NOT CONTROL NOR GUARANTEE THE ACCURACY OF THE DATA IT GATHERS, TIME DELAYS UPDATING ITS SYSTEM MAY AFFECT ACCURACY OF INFORMATION DISPLAYED BY StereoNiche. StereoNiche DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM INACCURACIES OR TIME DELAYS.
When you click on any of the Third-Party Data & Sources, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Data & Sources.
Release. You hereby release and forever discharge StereoNiche (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Services (including any interactions with, or act or omission of, other Site or App users or any Third-Party Data & Sources). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
10. SERVICE PROVIDERS
StereoNiche does not endorse and is not responsible or liable for any User Content, data, advertising, products, goods or services available or unavailable from, or through, any third-party registered agent services or third party filers (collectively “Service Providers”). You agree that should you use or rely on such User Content, data, advertisement, products, goods or services, available or unavailable from, or through any Service Provider or other member, StereoNiche is not responsible or liable, indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with such use or reliance. Your dealings with, or representation by any Service Provider or member, and any other terms, conditions, representations or warranties associated with such dealings, are between you and such Service Provider or member exclusively and do not involve StereoNiche. You should make whatever investigation or other resources that you deem necessary or appropriate before hiring or engaging Service Providers or members.
You agree that StereoNiche is not responsible for the accessibility or unavailability of any Service Provider and members or for your interactions and dealings with them, waive the right to bring or assert any claim against StereoNiche relating to any interactions or dealings with any Service Provider or member, and release StereoNiche from any and all liability for or relating to any interactions or dealings with Service Providers or members.
11. DISCLOSURE OF INFORMATION
As StereoNiche continues to develop its business, it might sell or buy other companies or assets or be acquired or have substantially all of its assets acquired by a third party. In such transactions, customer information generally is one of the transferred business assets. You hereby consent to the transfer of your information as one of the transferred assets and to be used for any purpose allowed under this Agreement (subject to privacy and confidentiality provisions).
12. TERM AND TERMINATION
Subject to this Section, these Terms will remain in full force and effect while you use the Services. We may suspend or terminate your rights to use the Site or App (including your Account) at any time for any reason at our sole discretion, including for any use of the Services in violation of these Terms. We will attempt to notify you of termination where we have advance notice so that you can download your User Content. Upon termination of your rights under these Terms, your Account and right to access and use the Services will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. StereoNiche will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content.
13. MODIFICATION OF TERMS AND CONDITIONS
These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective (i) immediately upon the next time you login to the Site or App, (ii) upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or (iii) thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Services. Continued use of our Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
14. DELAYS
The Service may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications. StereoNiche is not responsible for any delays, failures or other damage resulting from such problems.
15. EXPORT
The Site or App may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from StereoNiche, or any products utilizing such data, in violation of the United States export laws or regulations.
16. WARRANTY DISCLAIMER
You understand and agree that THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THAT STEREONICHE ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE TIMELINESS, DELETION OF CONTENT OR FAILURE BY THE SERVICE. STEREONICHE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR ANY WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (D) ANY CONTENT OR INFORMATION YOU PROVIDE OR STEREONICHE COLLECTS WILL NOT BE DISCLOSED OR (E) ANY ERRORS IN ANY SERVICE WILL BE CORRECTED. YOU AGREE THAT USE OF THE SERVICE AND THE WEBSITE IS AT YOUR OWN RISK. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. In some jurisdictions, disclaimers of implied warranties are not permitted. In such jurisdictions, some of the foregoing disclaimers may not apply to you as they relate to implied warranties.
17. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT STEREONICHE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES (COLLECTIVELY, “DAMAGES”), RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SERVICE; (B) THE COST OF ANY GOODS AND/OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE USE OF THE SERVICE; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR CONTENT; (D) CONTENT YOU SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SERVICE; (E) STATEMENTS OR CONDUCT OF ANY SERVICE PROVIDERS OR OTHER THIRD PARTY THROUGH THE SERVICE; (F) ANY OTHER MATTER RELATING TO THE SERVICE; (G) ANY BREACH OF THIS AGREEMENT BY STEREONICHE OR THE FAILURE OF STEREONICHE TO PROVIDE THE SERVICE UNDER THIS AGREEMENT OR (H) ANY OTHER DEALINGS OR INTERACTIONS YOU HAVE WITH ANY SERVICE PROVIDERS (OR ANY OF THEIR REPRESENTATIVES OR AGENTS). NOT WITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER AMOUNT OF $500 OR THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT STEREONICHE CONTRACTS WITH A THIRD PARTY TO PROCESS YOUR PAYMENT OF FEES TO STEREONICHE THROUGH THE USE OF A CREDIT CARD (A “CREDIT CARD PROCESSOR”). YOU UNDERSTAND AND AGREE THAT NEITHER A CREDIT CARD PROCESSOR NOR ANY OTHER PARTY INVOLVED IN THE CREDIT CARD PROCESSING PROCESS FOR STEREONICHE INCLUDING, BUT NOT LIMITED TO, THE COMPANY ISSUING THE CREDIT CARD TO YOU AND THE MERCHANT BANK (COLLECTIVELY, THE “RELEASED PARTIES”) SHALL BE LIABLE FOR ANY DAMAGES (AS DEFINED HEREIN AND SUBJECT TO THE LIMITATIONS SET FORTH IN THIS SECTION SUFFERED BY YOU AS A RESULT OF THE FAILURE OF STEREONICHE TO PROVIDE SERVICES TO YOU UNDER THIS AGREEMENT OR ANY BREACH OF THIS AGREEMENT BY STEREONICHE. YOU HEREBY RELEASE EACH OF THE RELEASED PARTIES FROM ANY AND ALL DAMAGES YOU MAY SUFFER AS A RESULT OF THE FAILURE OF STEREONICHE TO PROVIDE SERVICES TO YOU UNDER THIS AGREEMENT OR ANY BREACH OF THIS AGREEMENT BY STEREONICHE. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS EACH OF THE RELEASED PARTIES FOR ANY AND ALL DAMAGES IT MAY SUFFER AS A RESULT OF YOUR BREACH OF THIS SECTION. YOU HEREBY UNDERSTAND AND AGREE THAT STEREONICHE SHALL BE SOLELY LIABLE FOR THE PAYMENT OF ANY DAMAGES TO YOU UNDER THIS AGREEMENT .
18. INDEMNIFICATION
You agree to indemnify, defend and hold harmless StereoNiche, its officers, managers, owners, employees, agents, designees, users, successors, assigns, service providers and suppliers from and against all losses, liabilities, expenses, damages, claims, demands and costs, including reasonable attorneys’ fees and court costs due to or arising from: (a) any violation of this Agreement by you; (b) the inaccurate or untruthful Content or other information provided by you to StereoNiche or that you submit, transmit or otherwise make available through the Service; or (c) any intentional or willful violation of any rights of another or harm you may have caused to another. StereoNiche will have sole control of the defense of any such damage or claim.
19. DISPUTE RESOLUTION
Dispute Resolution. Please read this Arbitration Agreement carefully. It is part of your contract with StereoNiche and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by the StereoNiche that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and the StereoNiche, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party an email Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to StereoNiche should be sent to: [email protected]. After the Notice is received, you and StereoNiche may attempt to resolve the claim or dispute informally. If you and StereoNiche do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that the StereoNiche made to you prior to the initiation of arbitration, the StereoNiche will pay you the greater of the award or $1,000.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
Additional Rules for Non-Appearance Based Arbitration. If non- appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
Time Limits. If you or StereoNiche pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and StereoNiche, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the StereoNiche.
Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and StereoNiche in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION
AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with StereoNiche.
Small Claims Court. Notwithstanding the foregoing, either you or StereoNiche may bring an individual action in small claims court. Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Rutherford County, North Carolina, for such purpose.
20. NOTICE
You agree that StereoNiche may communicate any notices to you under this Agreement, through electronic mail or posting the notices on the Website. All notices to StereoNiche will be provided by sending an email to [email protected]. Such notices will be deemed delivered upon the earlier of the verification of delivery or two (2) business days after being sent.
The communications between you and StereoNiche use electronic means, whether you use the Site or App or send us emails, or whether StereoNiche posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from StereoNiche in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that StereoNiche provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
21. ENTIRE AGREEMENT
This Agreement governs your use of the Service and constitutes the entire agreement between you and StereoNiche. It supersedes any prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and StereoNiche regarding the subject matter contained in this Agreement. Additional terms and conditions may exist between you and third parties, including but not limited to, Service Providers, members and others. You represent and warrant that those third-party agreements do not interfere with your obligations and duties to StereoNiche under this Agreement.
22. GOVERNING LAW
This Agreement and the relationship between you and StereoNiche will be governed by the laws of the State of North Carolina, notwithstanding the choice of law provisions of the venue where any action is brought, where the violation occurred, where you may be located or any other jurisdiction. Subject to the Arbitration provision above, you agree and consent to the exclusive jurisdiction of the state or federal courts located in Rutherford County, North Carolina and waive any defense of lack of personal jurisdiction or improper venue or forum non conveniens to a claim brought in such court, except that StereoNiche may elect, in its sole discretion, to litigate the action in the county or state where any breach by you occurred or where you can be found. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out or related to your use of the Service or this Agreement shall be filed within one (1) year after such claim or cause of action arose or will forever be barred.
23. PROVISIONS REMAINING IN EFFECT
In the event your use of the Services is terminated or lapses or you are no longer a Member of StereoNiche, certain provisions of this Agreement will continue to remain in effect, including, but not limited to, Section 4, 7-12, and 15-22.
24. MISCELLANEOUS
This Agreement may not be re-sold or assigned by you. If you assign, or try to assign, this Agreement, such assignment or attempted assignment will be void and unenforceable. It will not be considered a waiver of StereoNiche’s rights if StereoNiche fails to enforce any of the terms or conditions of this Agreement against you. In the event a court finds a provision in this Agreement to not be valid, you and StereoNiche agree that such court should incorporate a similar provision that would be considered valid, with all other provisions remaining valid in the Agreement. No joint venture, partnership, employment or agency relationship exists between you and StereoNiche as a result of this Agreement or use of the Service. You acknowledge and agree that each of the Released Parties shall be an intended third-party beneficiary of this Agreement.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE THE SERVICE. BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.