Hello, and welcome to the SoundOff Terms and Conditions of Use (“Terms”). The Terms you
see below are important because they:
1: Outline your legal rights on SoundOff
2: Explain the rights you give to us when you use SoundOff
3: Describe the rules everyone needs to follow when using SoundOff
4: Contain a class action waiver and an agreement to resolve any disputes that may arise by arbitration
Thank you for choosing SoundOff (“SoundOff,” “we,” “us,” “our”). SoundOff provides
personalized services with social and interactive features for streaming music and other content
as well as other products and services that may be developed from time to time. By signing up or
otherwise using any of these SoundOff services, including all associated features and
functionalities, websites and user interfaces, as well as all content and software applications
associated with our services (collectively, the “SoundOff Service” or “Service”), or accessing any
music, videos or other content or material that is made available through the Service (the
“Content”) you are entering into a binding contract with SoundOff, Inc.
Your agreement with us includes these Terms and any additional terms that you agree to, as discussed in the Entire Agreement section below, other than terms with any third parties (collectively, the “Agreements”). The Agreements include terms regarding future changes to the Agreements, export controls, automatic renewals, limitations of liability, privacy, waiver of class actions, and resolution of disputes by arbitration instead of in court. If you wish to review the terms of the Agreements, the current effective version of the Agreements can be found on SoundOff’s website. You acknowledge that you have read and understood the Agreements, accept these Agreements, and agree to be bound by them. If you don’t agree with (or cannot comply with) the Agreements, then you may not use the SoundOff Service or access any Content.
In order to use the SoundOff Service and access any Content, you need to (1) be 17 years or older, (2) have the power to enter a binding contract with us and not be barred from doing so under any applicable laws. You also promise that any registration information that you submit to SoundOff is true, accurate, and complete, and you agree to keep it that way at all times.
Occasionally we may make changes to the Agreements. When we make material changes to the Agreements, we’ll provide you with notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the Service or by sending you an email. In some cases, we will notify you in advance, and your continued use of the Service after the changes have been made will constitute your acceptance of the changes. Please therefore make sure you read any such notice carefully. If you do not wish to continue using the Service under the new version of the Agreements, you may terminate your account by contacting us. If you received a Trial or a Paid Subscription through a third party, you must cancel the applicable Paid Subscription through such third party.
Here’s some information about all the ways you can enjoy SoundOff.
You can find a description of our Service options on our website, and we will explain which Service options are available to you when you create a SoundOff account. SoundOff is currently a free service. Future options may require payment before you can access them (the “Paid Subscriptions”). We may also offer special promotional plans, memberships, or services, including offerings of third-party products and services in conjunction with or through the SoundOff Service. We are not responsible for the products and services provided by such third parties. We reserve the right to modify, terminate or otherwise amend our offered subscription plans and promotional offerings at any time in accordance with these Terms.
If SoundOff offers paid subscriptions in the future, you may purchase it directly from SoundOff
or through a third party either by (1) paying a subscription fee in advance on a monthly basis or
some other recurring interval disclosed to you prior to your purchase; or (2) pre-payment giving
you access to the SoundOff Service for a specific time period (“Pre-Paid Period”).
SoundOff may change the price for the Paid Subscriptions, including recurring subscription fees, the Pre-Paid Period (for periods not yet paid), or Codes, from time to time and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes will take effect at the start of the next subscription period following the date of the price change. Subject to applicable law, you accept the new price by continuing to use the SoundOff Service after the price change takes effect. If you do not agree with a price change, you have the right to reject the change by unsubscribing from the Paid Subscription prior to the price change going into effect.
If SoundOff offers a paid subscription in the future, your payment to SoundOff or the third party through which you purchased the Paid Subscription will automatically renew at the end of the applicable subscription period, unless you cancel your Paid Subscription before the end of the then-current subscription period by clicking here if you purchased the Paid Subscription through SoundOff, or if you purchased the Paid Subscription through a third party, by canceling the Paid Subscription through such third party. The cancellation will take effect the day after the last day of the current subscription period, and you will be downgraded to the Free Service. We do not provide refunds or credits for any partial subscription periods. If you have purchased a Paid Subscription using a Code, your subscription will automatically terminate at the end of the period stated in the Code, or when there is an insufficient pre-paid balance to pay for the Service. If you have purchased your Paid Subscription through a third party, you must cancel directly with that third party.
The SoundOff Service and the Content are the property of SoundOff or SoundOff's licensors. We
grant you limited, non-exclusive, revocable permission to make use of the SoundOff Service, and
limited, non-exclusive, revocable permission to make personal, non-commercial use of the
Content (collectively, “Access”). This Access shall remain in effect until and unless terminated
by you or SoundOff. You promise and agree that you are using the SoundOff Service and
Content for your own personal, non-commercial use and that you will not redistribute or transfer
the SoundOff Service or the Content.
The SoundOff software applications and the Content are not sold or transferred to you, and SoundOff and its licensors retain ownership of all copies of the SoundOff software applications and Content even after installation on your personal computers, mobile handsets, tablets, wearable devices, speakers and/or other devices (“Devices”).
All SoundOff trademarks, service marks, trade names, logos, domain names, and any other features of the SoundOff brand (“SoundOff Brand Features”) are the sole property of SoundOff or its licensors. The Agreements do not grant you any rights to use any SoundOff’s Brand Features whether for commercial or non-commercial use.
You agree to abide by our User guidelines and not to use the SoundOff Service, the Content, or any part thereof in any manner not expressly permitted by the Agreements. Except for the rights expressly granted to you in the Agreements, SoundOff grants no right, title, or interest to you in the SoundOff Service or Content.
Third party software (for example, open source software libraries) included in the SoundOff Service are made available to you under the relevant third party software library’s license terms as published in the help or settings section of our desktop and mobile client and/or on our website.
The SoundOff Service is integrated with or may otherwise interact with third party applications, websites, and services (“Third Party Applications”) and third party Devices to make the SoundOff Service available to you. These Third Party Applications and Devices may have their own terms and conditions of use and privacy policies and your use of these Third Party Applications and Devices will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that SoundOff does not endorse and is not responsible or liable for the behavior, features, or content of any Third Party Application or Device or for any transaction you may enter into with the provider of any such Third Party Applications and Devices, nor does SoundOff warrant the compatibility or continuing compatibility of the Third Party Applications and Devices with the Service.
SoundOff users may post, upload, or otherwise contribute content to the Service (which may
include, for example, pictures, text, messages, information, playlist titles, descriptions and
compilations, and/or other types of content) (“User Content”). For the avoidance of doubt, “User
Content” includes any such content posted to the SoundOff Support Community as well as any
other part of the SoundOff Service.
You promise that, with respect to any User Content you post on SoundOff, (1) you own or have the right to post such User Content, and (2) such User Content, or its use by SoundOff as
contemplated by the Agreements, does not violate the Agreements or any other rights set forth within the User guidelines, applicable law, or the intellectual property, publicity, personality, or other rights of others or imply any affiliation with or endorsement of you or your User Content by SoundOff or any artist, band, label, entity or individual without express written consent from SoundOff or such individual or entity. As a user, you represent that you own the entire rights to the uploaded work(s). User further represents that he/she will not upload content registered with a music publisher without the explicit right to do so granted to user by the publisher. SoundOff does not pay any royalties for uploaded music works.
SoundOff may, but has no obligation to, monitor, review, or edit User Content. In all cases, SoundOff reserves the right to remove or disable access to any User Content for any or no reason, including User Content that, in SoundOff’s sole discretion, violates the Agreements. SoundOff may take these actions without prior notification to you or any third party. Removal or disabling of access to User Content shall be at our sole discretion .
You are solely responsible for all User Content that you post. SoundOff is not responsible for User Content nor does it endorse any opinion contained in any User Content. YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST SOUNDOFF RELATED TO USER CONTENT THAT YOU POST, THEN, TO THE EXTENT PERMISSIBLE UNDER LOCAL LAW, YOU WILL INDEMNIFY AND HOLD SOUNDOFF HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEY FEES AND COSTS) ARISING OUT OF SUCH CLAIM.
In consideration for the rights granted to you under the Agreements, you grant us the right (1) to
allow the SoundOff Service to use the processor, bandwidth, and storage hardware on your
Device in order to facilitate the operation of the Service, (2) to provide advertising and other
information to you, and (3) to allow our business partners to do the same. In any part of the
SoundOff Service, the Content you access, including its selection and placement, may be
influenced by commercial considerations, including SoundOff’s agreements with third parties.
Some Content licensed by, provided to, created by or otherwise made available by SoundOff (e.g.
podcasts) may contain advertising as part of the Content. The SoundOff Service makes such
Content available to you unmodified.
If you provide feedback, ideas or suggestions to SoundOff in connection with the SoundOff Service or Content (“Feedback”), you acknowledge that the Feedback is not confidential and you authorize SoundOff to use that Feedback without restriction and without payment to you. Feedback is considered a type of User Content.
You grant SoundOff a non-exclusive, transferable, sub-licensable, royalty-free, perpetual, irrevocable, fully paid, worldwide license to use, reproduce, make available to the public (e.g. perform or display), publish, translate, modify, create derivative works from, and distribute any of your User Content in connection with the Service through any medium, whether alone or in combination with other Content or materials, in any manner and by any means, method or
technology, whether now known or hereafter created. Aside from the rights specifically granted herein, you retain ownership of all rights, including intellectual property rights, in the User Content. Where applicable and permitted under applicable law, you also agree to waive and not enforce any “moral rights” or equivalent rights, such as your right to be identified as the author of any User Content, including Feedback, and your right to object to derogatory treatment of such User Content.
SoundOff respects intellectual property rights and expects you to do the same. We’ve established
a few ground rules for you to follow when using the Service, to make sure SoundOff stays
enjoyable for everyone. You must follow these rules and should encourage other users to do the
The following is not permitted for any reason whatsoever:
copying, redistributing, reproducing, “ripping,” recording, transferring, performing or displaying to the public, broadcasting, or making available to the public any part of the SoundOff Service or the Content, or otherwise making any use of the SoundOff Service or the Content which is not expressly permitted under the Agreements or applicable law or which otherwise infringes the intellectual property rights (such as copyright) in the SoundOff Service or the Content or any part of it;
using the SoundOff Service to import or copy any local files that you do not have the legal right to import or copy in this way;
transferring copies of cached Content from an authorized Device to any other Device via any means;
reverse-engineering, decompiling, disassembling, modifying, or creating derivative works of the SoundOff Service, Content or any part thereof except to the extent permitted by applicable law; circumventing any technology used by SoundOff, its licensors, or any third party to protect the Content or the Service;
selling, renting, sublicensing or leasing of any part of the SoundOff Service or the Content; circumventing any territorial restrictions applied by Spotify or it licensors;
artificially increasing play counts, follow counts or otherwise manipulating the Service by (i) using any bot, script or other automated process, (ii) providing or accepting any form of compensation (financial or otherwise), or (iii) any other means;
removing or altering any copyright, trademark, or other intellectual property notices contained on the Content or the Service or provided through the Service (including for the purpose of disguising or changing any indications of the ownership or source of any Content); circumventing or blocking advertisements in the Spotify Service, or creating or distributing tools designed to block advertisements in the SoundOff Service;
providing your password to any other person or using any other person’s username and password; “crawling” the SoundOff Service or otherwise using any automated means (including bots, scrapers, and spiders) to view, access or collect information from SoundOff or the SoundOff Service;
selling a user account or playlist, or otherwise accepting or offering to accept any compensation, financial or otherwise, to influence the name of an account or playlist or the content included on an account or playlist; or
artificially promoting Content by automated means or otherwise. Please respect SoundOff, the owners of the Content, and other users of the SoundOff Service. Don’t engage in any activity, post any User Content, or register and/or use a username, which is or includes material that:
is offensive, abusive, defamatory, pornographic, threatening, or obscene;
is illegal, or intended to promote or commit an illegal act of any kind, including violations of intellectual property rights, privacy rights, or proprietary rights of SoundOff or a third party; includes your password or purposely includes any other user’s password or purposely includes personal data of third parties or is intended to solicit such personal data;
includes malicious content such as malware, Trojan horses, or viruses, or otherwise interferes with any user’s access to the Service;
is intended to or does harass or bully other users;
impersonates or misrepresents your affiliation with another user, person, or entity, or is otherwise fraudulent, false, deceptive, or misleading;
involves the transmission of unsolicited mass mailings or other forms of spam, junk mail, chain letters, or similar;
involves commercial or sales activities, such as advertising, promotions, contests, sweepstakes, or pyramid schemes, that are not expressly authorized by SoundOff;
links to, references, or otherwise promotes commercial products or services, except as expressly authorized by SoundOff;
interferes with or in any way disrupts the SoundOff Service, tampers with, breaches, or attempts to probe, scan, or test for vulnerabilities in the Service or SoundOff’s computer systems, network, usage rules, or any of SoundOff’s security components, authentication measures or any other protection measures applicable to the Service, the Content or any part thereof; or conflicts with the Agreements, as determined by SoundOff.
You acknowledge and agree that posting any User Content that violates these User guidelines (or that SoundOff reasonably believes violates these User guidelines) may result in immediate termination or suspension of your SoundOff account. You also agree that SoundOff may reclaim your username for any reason.
Please be thoughtful about how you use the SoundOff Service and what you share. The SoundOff Service includes social and interactive features, including the ability to post User Content, share content, and make certain information about you public. Remember that shared or publicly available information may be used and re-shared by other users on SoundOff or across the web, so please use SoundOff carefully and be mindful of your account settings. SoundOff has no responsibility for your choices to post material on the Service.
Your password protects your user account, and you are solely responsible for keeping your password confidential and secure. You understand that you are responsible for all use (including any unauthorized use) of your username and password on the Service. If your username or password is lost or stolen, or if you believe there has been unauthorized access to your account by a third party, you must notify us immediately and change your password as soon as possible.
SoundOff respects the rights of intellectual property owners. If you believe that any Content
infringes your intellectual property rights or other rights, see SoundOff’s copyright policy. If
SoundOff is notified by a copyright holder that any Content infringes a copyright, SoundOff may
in its sole discretion remove such Content from the Service, or take other steps that SoundOff
deems appropriate, without prior notification to the user or other party who supplied or posted
that Content. If such user or other party believes that the Content is not infringing, he or she may
in certain circumstances submit a counter-notification to SoundOff with a request to restore the
removed content, which SoundOff may or may not honor, in SoundOff’s sole discretion.
If you believe that any Content does not comply with the User guidelines, please fill out our notice form.
SoundOff will make reasonable efforts to keep the SoundOff Service operational. However, certain technical difficulties, maintenance or testing, or updates required to reflect changes in relevant laws and regulatory requirements, may, from time to time, result in temporary interruptions. SoundOff reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the SoundOff Service, with advance notice where possible, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the SoundOff Service or any function or feature thereof. Notwithstanding the foregoing, if you have prepaid fees to SoundOff for Paid Subscriptions that SoundOff permanently discontinues prior to the end of the Pre-Paid Period (defined in the Payments and cancellations section), SoundOff will refund you the prepaid fees for the Pre-Paid Period after such discontinuation. You understand, agree, and accept that SoundOff will make reasonable efforts, although it has no obligation to maintain, support, upgrade, or update the Service, or to provide all or any specific content through the Service. SoundOff and/or the owners of any Content may, from time to time, remove any such Content without notice. This section will be enforced to the extent permissible by applicable law.
If you establish a SoundOff account on behalf of a company, organization, entity, or brand (a
“Brand,” and such account a “Brand Account”), the terms “you” and “your,” as used throughout
the Agreements, apply to both you and the Brand.
If you create a Brand Account, you represent and warrant that you are authorized to grant all permissions and licenses provided in the Agreements and to bind the Brand to the Agreements.
A Brand may follow users and create and share playlists, provided that the Brand does not take any action that implies an endorsement or commercial relationship between the Brand and the followed user, artist, songwriter, or any other person, unless the Brand has independently obtained the rights to imply such an endorsement. In addition, Brands must be transparent to our users about disclosing any endorsements or consideration provided to artists, songwriters, users, or any other party and must comply with all applicable laws, regulations, and codes of practice when engaging in the foregoing practices.
The SoundOff Support Community is a place for discussions and exchange of information, tips, and other materials related to the SoundOff Service. By using the SoundOff Support Community, you agree to the Community Terms.
For customer support with account-related and payment-related questions (“Customer Support Queries”), please submit a ticket to our Customer Service department using the Customer Service contact form on the About Us section of our website. We will use reasonable endeavors to respond to all Customer Support Queries within a reasonable time frame but we make no promises that any Customer Support Queries will be responded to within any particular time frame and/or that we will be able to answer any such queries.
SoundOff’s products may be subject to U.S. export and re-export control laws and regulations or
similar laws applicable in other jurisdictions, including the Export Administration Regulations
(“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions
maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the
International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State. You
warrant that you are (1) not located in any country to which the United States has embargoed
goods or has otherwise applied any economic sanctions; and (2) not a denied party as specified in
any applicable export or re-export laws or regulations or similar laws applicable in other
You agree to comply with all applicable export and reexport control laws and regulations, including the EAR, trade and economic sanctions maintained by OFAC, and the ITAR. Specifically, you agree that you shall not – directly or indirectly – sell, export, reexport, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from SoundOff under the Agreements to any destination, entity, or person prohibited by any applicable laws or regulations of the United States or any other jurisdiction without obtaining prior authorization from the competent government authorities as required by those laws and regulations.
The Agreements will continue to apply to you until terminated by either you or SoundOff.
However, you acknowledge and agree that the perpetual license granted by you in relation to
User Content, including Feedback, is irrevocable and will therefore continue after expiry or
termination of any of the Agreements for any reason. SoundOff may terminate the Agreements or
suspend your access to the SoundOff Service at any time, including in the event of your actual or
suspected unauthorized use of the SoundOff Service and/or Content, or non-compliance with the
Agreements, or if we withdraw Services and/or Content (in which case we shall provide you with
reasonable notice in advance of doing so). If you or SoundOff terminate the Agreements, or if
SoundOff suspends your access to the SoundOff Service, you agree that SoundOff shall have no
liability or responsibility to you, and SoundOff will not refund any amounts that you have already
paid, to the fullest extent permitted under applicable law. You may terminate the Agreements at
any time. To learn how to terminate your SoundOff account, please contact us through the
Customer Service contact form which is available on our About Us page. This section will be
enforced to the extent permissible by applicable law.
Sections 7, 8, 9, 11, 15, 16, 17, 18, 19, 20, 21, 22, 23, and 24 herein, as well as any other sections of the Agreements that, either explicitly or by their nature, must remain in effect even after termination of the Agreements, shall survive termination.
YOU UNDERSTAND AND AGREE THAT THE SOUNDOFF SERVICE IS PROVIDED “AS
IS” AND “AS AVAILABLE,” WITHOUT EXPRESS OR IMPLIED WARRANTY OR
CONDITION OF ANY KIND. SOUNDOFF AND ALL OWNERS OF THE CONTENT MAKE
NO REPRESENTATIONS AND DISCLAIM ANY WARRANTIES OR CONDITIONS OF
SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR NON-INFRINGEMENT. NEITHER SOUNDOFF NOR ANY OWNER OF
CONTENT WARRANTS THAT THE SOUNDOFF SERVICE IS FREE OF MALWARE OR
OTHER HARMFUL COMPONENTS. IN ADDITION, SOUNDOFF MAKES NO
REPRESENTATION NOR DOES IT WARRANT, ENDORSE, GUARANTEE, OR ASSUME
RESPONSIBILITY FOR ANY THIRD PARTY APPLICATIONS (OR THE CONTENT
THEREOF), USER CONTENT, DEVICES OR ANY OTHER PRODUCT OR SERVICE
ADVERTISED, PROMOTED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE
SOUNDOFF SERVICE OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY
BANNER OR OTHER ADVERTISING AND SOUNDOFF IS NOT RESPONSIBLE OR
LIABLE FOR ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS
OF THE FOREGOING. NO ADVICE OR INFORMATION WHETHER ORAL OR IN
WRITING OBTAINED BY YOU FROM SOUNDOFF SHALL CREATE ANY WARRANTY
ON BEHALF OF SOUNDOFF. WHILE USING THE SOUNDOFF SERVICE, YOU MAY
HAVE ACCESS TO EXPLICIT CONTENT FILTERING FEATURES, BUT USE OF THESE
FEATURES MAY STILL RESULT IN SOME EXPLICIT CONTENT BEING SERVED AND
YOU SHOULD NOT RELY ON SUCH FEATURES TO FILTER ALL EXPLICIT CONTENT.
THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
THIS SECTION DOES NOT AFFECT YOUR STATUTORY RIGHTS AS A CONSUMER.
YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR
DISSATISFACTION WITH THE SOUNDOFF SERVICE IS TO UNINSTALL ANY
SOUNDOFF SOFTWARE AND TO STOP USING THE SOUNDOFF SERVICE. YOU
AGREE THAT SOUNDOFF HAS NO OBLIGATION OR LIABILITY ARISING FROM OR
RELATED TO THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF MADE
AVAILABLE THROUGH OR IN CONNECTION WITH THE SOUNDOFF SERVICE, AND
WHILE YOUR RELATIONSHIP WITH SUCH THIRD PARTY APPLICATIONS MAY BE
GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, YOUR SOLE
AND EXCLUSIVE REMEDY, AS WITH RESPECT TO SOUNDOFF, FOR ANY PROBLEMS
OR DISSATISFACTION WITH THIRD PARTY APPLICATIONS OR THE CONTENT
THEREOF, IS TO UNINSTALL AND/OR STOP USING ANY SUCH THIRD PARTY
IN NO EVENT WILL SOUNDOFF, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (2) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOUNDOFF SERVICE, DEVICES THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER SOUNDOFF HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; OR (3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SOUNDOFF SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT MORE THAN THE AMOUNTS PAID BY YOU TO SOUNDOFF DURING THE PRIOR TWELVE MONTHS IN QUESTION.
Nothing in the Agreements removes or limits SoundOff’s liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence, and, if required by applicable law, gross negligence.
YOU AGREE THAT ANY CLAIM AGAINST SOUNDOFF MUST BE COMMENCED (BY FILING A DEMAND FOR ARBITRATION UNDER SECTION (24.2.1) OR FILING AN INDIVIDUAL ACTION UNDER SECTION (24.2.2) WITHIN ONE (1) YEAR AFTER THE DATE THE PARTY ASSERTING THE CLAIM FIRST KNOWS OR REASONABLY SHOULD KNOW OF THE ACT, OMISSION, OR DEFAULT GIVING RISE TO THE CLAIM; AND THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD.
THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
You acknowledge and agree that the owners of the Content and certain distributors (such as app
store providers) are intended beneficiaries of the Agreements and have the right to enforce the
Agreements directly against you. Other than as set out in this section, the Agreements are not
intended to grant rights to anyone except you and SoundOff, and in no event shall the
Agreements create any third party beneficiary rights. Furthermore, the rights to terminate,
rescind, or agree to any variation, waiver, or settlement of the Agreements are not subject to the
consent of any other person.
If you have downloaded the App from the Apple, Inc. (“Apple”) App Store or if you are using the App on an iOS device, you acknowledge that you have read, understood, and agree to the following notice regarding Apple. This Agreement is between you and SoundOff only, not with Apple, and Apple is not responsible for the Service and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty, then you may notify Apple and Apple will refund any applicable purchase price for the App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (1) product liability claims; (2) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Service and/or your possession and use of the App infringe that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the Service. Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party
beneficiary of this Agreement. You hereby represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.
Other than as stated in this section or as explicitly agreed upon in writing between you and
SoundOff, the Agreements constitute all the terms and conditions agreed upon between you and
SoundOff and supersede any prior agreements in relation to the subject matter of these
Agreements, whether written or oral.
Please note, however, that certain aspects of your use of the SoundOff Service may be governed by additional agreements. That could include, for example, access to the SoundOff Service as a result of a gift card, free or discounted Trials, or together with other services. When you are presented with an offer for such aspects of your use, you will be presented with any related additional agreement, and you may have an opportunity to agree to additional terms. Some of those additional terms are listed on SoundOff’s website. To the extent that there is any irreconcilable conflict between any additional terms and these Terms, the additional terms shall prevail.
Unless as otherwise stated in the Agreements, should any provision of the Agreements be held
invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall
not in any manner affect or render invalid or unenforceable the remaining provisions of the
Agreements, and the application of that provision shall be enforced to the extent permitted by
Any failure by SoundOff or any third party beneficiary to enforce the Agreements or any provision thereof shall not waive SoundOff’s or the applicable third party beneficiary’s right to do so.
As used in these Terms, the words “include” and “including,” and variations thereof, will be deemed to be followed by the words “without limitation.”
SoundOff may assign the Agreements, and any of its rights under the Agreements, in whole or in part, and SoundOff may delegate any of its obligations under the Agreements. You may not assign the Agreements, in whole or in part, nor transfer or sub-license your rights under the Agreements, to any third party.
You agree to indemnify and hold SoundOff harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of or related to: (1) your breach of the Agreements or any one of them; (2) any User Content you post or otherwise contribute; (3) any activity in which you engage on or through the SoundOff Service; and (4) your violation of any law or the rights of a third party.
The Agreements (and any non-contractual disputes/claims arising out of or in connection with them) are subject to the laws of the state of California, United States of America, without regard to choice or conflicts of law principles. Further, you and SoundOff agree to the jurisdiction of the Central District of California or state court in Los Angeles County to resolve any dispute, claim, or controversy that relates to or arises in connection with the Agreements (and any non-contractual disputes/claims relating to or arising in connection with them) and is not subject to mandatory arbitration under Section 24.2.1.
This Arbitration Agreement applies only to users in the United States.
You and SoundOff agree that any dispute, claim, or controversy between you and SoundOff arising in connection with or relating in any way to these Agreements or to your relationship with SoundOff as a user of the Service (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Agreements) will be determined by mandatory binding individual (not class) arbitration. You and SoundOff further agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope or validity of the Arbitration Agreement or to the arbitrability of any claim or counterclaim. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award any relief, including declaratory or injunctive relief, benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of the Agreements.
Notwithstanding the clause above (24.2.1), you and SoundOff both agree that nothing in this Arbitration Agreement will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to (1) bring an individual action in a U.S. small claims court or (2) bring an individual action seeking only temporary or preliminary individualized injunctive relief in a court of law, pending a final ruling from the arbitrator. In addition, this Arbitration Agreement doesn’t stop you or us from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf (or vice versa).
YOU AND SOUNDOFF AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and SoundOff agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
Either you or we may start arbitration proceedings. Any arbitration between you and SoundOff
will take place under the Consumer Arbitration Rules of the American Arbitration Association
(“AAA”) then in force (the “AAA Rules”), as modified by this Arbitration Agreement. You and
Spotify agree that the Federal Arbitration Act applies and governs the interpretation and
enforcement of this provision (despite the choice of law provision above). The AAA Rules, as
well as instructions on how to file an arbitration proceeding with the AAA, appear at adr.org, or
you may call the AAA at 1-800-778-7879. SoundOff can also help put you in touch with the
Any arbitration hearings will take place in Los Angeles County, provided that if the claim is for $25,000 or less, you may choose whether the arbitration will be conducted (1) solely on the basis of documents submitted to the arbitrator; (2) through a non-appearance based telephonic hearing; or (3) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address.
The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail, Federal Express, UPS, or Express Mail (signature required), or in the event that we do not have a physical address on file for you, by electronic mail ("Notice"). SoundOff's address for Notice is: Mark Ravis, Law Office of Mark Ravis & Associates, 1999 Avenue of the Stars, Ste. 1100, Los Angeles, CA 90067. The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or SoundOff may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or SoundOff shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. In the event our dispute is finally resolved through arbitration in your favor, and the arbitrator issues you an award that is greater than the value of SoundOff’s last written settlement offer, then SoundOff will instead pay you either the amount of the award or $1,000, whichever is greater. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law.
If this Arbitration Agreement is invalidated in whole or in part, the parties agree that the exclusive jurisdiction and venue described in Section 24.1 shall govern any claim in court arising out of or related to the Agreements.
If you have any questions concerning the SoundOff Service or the Agreements, please contact
SoundOff Customer Service by visiting the About Us section of our website.
If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at 1-800-952-5210 in order to resolve a complaint regarding the service or to receive further information regarding use of the service.
Thank you for reading our Terms. We hope you enjoy SoundOff!
SoundOff, Inc., A Delaware Corporation