Website Terms of Use

These Website Terms of Use (“Terms”) govern your access to and use of audicity.io and any subdomains operated by Audicity Inc. (the “Site”). Audicity Inc. (“Audicity”, “we”, “us”, “our”) is a corporation organised under the laws of the State of Wyoming, United States.

These Terms govern your use of the Site only. They do not govern any commercial engagement between you and Audicity. Where Audicity provides services to you under a separate written agreement, that agreement governs the engagement, and these Terms apply to your use of the Site in parallel.

By accessing or using the Site, you agree to be bound by these Terms. If you do not agree, you must not use the Site.

The Site is intended for use by businesses and professionals. By using the Site, you represent that you are at least sixteen years of age and that, if you are accessing the Site on behalf of an organisation, you have the authority to bind that organisation to these Terms.

The Site is not directed at children, and we do not knowingly permit children under sixteen to use it. If you become aware that a child has accessed the Site or submitted information through it, contact us using the details in Section 16.

You may access and use the Site for the following purposes only:

• To learn about Audicity, its services, and its commercial activities.
• To submit a contact request or a brief through the forms provided on the Site.
• To communicate with us regarding a potential or existing commercial engagement.

Any use of the Site outside the scope set out above requires our prior written consent.

You must not:

• Use the Site for any unlawful purpose, or in any manner that violates applicable law in your jurisdiction or in the United States.
• Use the Site to infringe the intellectual property rights of Audicity or any third party.
• Use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with another user’s use of it, including by deploying any automated system (such as a robot, spider, scraper, or similar) to access the Site without our prior written consent.
• Attempt to gain unauthorised access to any part of the Site, to any account, computer system, or network connected to the Site, or to any data, content, or material not intended for you, whether through hacking, password mining, or any other means.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas of any part of the Site, except to the extent such restriction is prohibited by applicable law.
• Use any data mining, scraping, harvesting, or similar data gathering or extraction methods in connection with the Site, or use the Site or any content on it to train, fine-tune, or otherwise develop any machine learning model, large language model, or similar artificial intelligence system, without our express prior written consent.
• Frame, mirror, or otherwise reproduce any part of the Site on any other site or application without our prior written consent.
• Impersonate Audicity, any Audicity personnel, or any third party, or misrepresent your affiliation with any person or entity.
• Use the Site to transmit any virus, malware, or other malicious code, or to engage in any activity that compromises the security or integrity of the Site or any system connected to it.
• Use the Site for unsolicited commercial communication, including sending Audicity marketing or promotional material that we have not requested.

We reserve the right to investigate and take appropriate action, including legal action, against any person who, in our sole discretion, violates this Section 4.

5.1 Audicity’s intellectual property

All content on the Site (including but not limited to text, graphics, logos, icons, images, audio and video clips, design, structure, selection, coordination, expression, and the underlying source code) is owned by Audicity or its licensors and is protected by copyright, trademark, trade dress, and other intellectual property laws of the United States and other jurisdictions.

The name “Audicity”, the Audicity logo, and any associated brand elements are trademarks of Audicity Inc. While these marks are not registered as of the effective date of these Terms, Audicity asserts common law trademark rights in them arising from use in commerce. Unauthorised use of these marks is prohibited.

5.2 Limited licence to you

Audicity grants you a limited, non-exclusive, non-transferable, revocable licence to access the Site and view its content for the permitted purposes set out in Section 3. This licence does not include any right to reproduce, distribute, publicly display, publicly perform, modify, create derivative works from, or otherwise exploit any part of the Site or its content, except as expressly permitted by these Terms or by applicable law.

You may copy short excerpts of public content from the Site for personal, non-commercial reference, provided you do not remove any copyright, trademark, or other proprietary notices. Any other use requires our prior written consent.

5.3 Feedback

If you submit any suggestions, ideas, feedback, or other input to us through the Site or otherwise (collectively, “Feedback”), you grant Audicity a perpetual, irrevocable, worldwide, royalty-free, non-exclusive licence to use, copy, modify, and exploit the Feedback for any purpose without compensation or attribution to you. Audicity is under no obligation to keep Feedback confidential.

When you submit information to us through the Site, including through the contact form, the brief submission form, or by email, you represent and warrant that:

• The information you submit is accurate and not misleading.
• You have the right to submit the information and to grant the rights set out in this Section 6.
• The information does not infringe the intellectual property, privacy, confidentiality, or other rights of any third party.
• The information does not contain any confidential information of a third party that you are not authorised to disclose.

Submission of a brief or contact request does not create any commercial relationship between you and Audicity. No engagement exists between you and Audicity unless and until we enter into a separate written agreement with you.

We may use information submitted through the Site to respond to your enquiry, to evaluate whether to enter into a commercial engagement, and as otherwise described in our Privacy Policy.

The information on the Site is provided for general informational purposes only. It describes Audicity’s services, capabilities, and commercial activities at a high level and is not, and should not be relied upon as, professional, legal, financial, investment, or technical advice.

Specifically, and without limitation:

• Descriptions of Audicity’s methodologies, capabilities, and standards are general representations of how Audicity approaches its work. Any specific engagement is governed by the bilateral agreement between Audicity and the client and may differ from the general descriptions on the Site.
• Case studies, selected engagements, or descriptions of past work are illustrative. They do not represent commitments as to the outcomes of any future engagement.
• Information about Audicity’s investment activities, capital structures, or related entities is provided for context. It does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation of any security, investment, or financial instrument.

You should obtain independent professional advice before making any decision based on information on the Site. We make no representation or warranty as to the accuracy, completeness, or currency of any information on the Site, and we disclaim all liability for any loss arising from reliance on it, to the maximum extent permitted by applicable law.

The Site may contain links to third-party websites or resources. Such links are provided for convenience only. Audicity does not endorse, control, or assume any responsibility for the content, accuracy, privacy practices, or any other aspect of third-party sites or resources. Your use of any linked third-party site or resource is at your own risk and is subject to the terms and policies of that third party.

We provide the Site on an “as is” and “as available” basis. We make no commitment as to the uptime, availability, or performance of the Site. We may at any time and without notice:

• Modify, suspend, or discontinue any part of the Site.
• Restrict access to the Site or to any part of it.
• Change the content of the Site.

We will not be liable for any loss or inconvenience arising from any modification, suspension, or discontinuation of the Site.

To the maximum extent permitted by applicable law, the Site and all content on it are provided “as is” and “as available”, without warranty of any kind, whether express, implied, statutory, or otherwise. Audicity disclaims all warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, and continuity of service.

Without limiting the foregoing, Audicity does not warrant that:

• The Site will meet your requirements.
• The Site will be uninterrupted, timely, secure, or error-free.
• The information on the Site will be accurate, complete, or current.
• Any errors or defects in the Site will be corrected.

Some jurisdictions do not allow the exclusion of certain warranties. The exclusions in this Section 10 apply to the maximum extent permitted under the law of your jurisdiction.

To the maximum extent permitted by applicable law:

In no event will Audicity, its directors, officers, employees, agents, affiliates, licensors, or service providers be liable to you for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business, loss of data, loss of goodwill, or loss of opportunity, arising out of or in connection with your access to or use of the Site, regardless of the cause of action and even if Audicity has been advised of the possibility of such damages.

Audicity’s total aggregate liability to you arising out of or in connection with your access to or use of the Site, regardless of the cause of action, shall not exceed one hundred United States dollars (US$100).

The limitations in this Section 11 do not apply to liability that cannot be excluded or limited under applicable law, including but not limited to liability for death or personal injury caused by negligence, liability for fraud or fraudulent misrepresentation, or any other liability that applicable law prohibits from being excluded or limited.

This Section 11 governs your use of the Site only and does not limit Audicity’s liability under any separate commercial engagement, which is governed by the agreement applicable to that engagement.

You agree to indemnify, defend, and hold harmless Audicity, its directors, officers, employees, agents, affiliates, licensors, and service providers from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with:

• Your use of the Site in violation of these Terms or applicable law.
• Any information you submit through the Site that breaches the warranties set out in Section 6.
• Your infringement of any intellectual property or other right of any person or entity.

We reserve the right, at our own expense, to assume the exclusive defence and control of any matter subject to indemnification by you. You agree to cooperate with our defence of any such claim.

These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

14.1 Agreement to arbitrate

Any dispute, claim, or controversy arising out of or relating to these Terms, the Site, or your use of the Site (each a “Dispute”) shall be resolved through final and binding arbitration, except as set out in Section 14.5.

This means that you and Audicity each waive the right to bring or participate in a court action for any Dispute, including the right to a trial by jury and the right to participate in any class action, collective action, or representative proceeding.

14.2 Arbitration administrator and rules

The arbitration shall be administered by JAMS (Judicial Arbitration and Mediation Services) in accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in effect, except as modified by these Terms. If JAMS is unavailable or refuses to administer the arbitration, the parties shall agree on an alternative neutral arbitration provider, failing which a court of competent jurisdiction in Wyoming shall appoint one.

14.3 Arbitrator, location, and language

The arbitration shall be conducted by a single arbitrator. The seat of arbitration shall be Sheridan, Wyoming, and the arbitration shall be conducted in English. The arbitrator may conduct the proceedings by video conference, telephone, or written submission where consistent with the JAMS Rules and the parties’ agreement.

14.4 Class action waiver

You and Audicity each agree that any Dispute will be brought only in the parties’ individual capacities, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate the claims of more than one person and may not preside over any form of class or representative proceeding. If this Section 14.4 is found to be unenforceable, the entirety of this Section 14 shall be null and void, but the remainder of these Terms shall remain in effect.

14.5 Exceptions to arbitration

The following Disputes are not subject to mandatory arbitration:

• Claims by Audicity to enjoin or otherwise restrain infringement of its intellectual property, brand, or confidential information, which may be brought in any court of competent jurisdiction.
• Claims that may only be brought before a regulatory body or supervisory authority under applicable law, including but not limited to claims relating to data protection under the GDPR, UK GDPR, or comparable laws.
• Small claims that fall within the jurisdiction of a small claims court in the claimant’s place of residence.

14.6 Costs of arbitration

Each party shall bear its own legal costs in the arbitration. The fees and expenses of the arbitrator and the administrator shall be shared equally between the parties, except that the arbitrator may award costs to the prevailing party where authorised by the JAMS Rules or by applicable law.

14.7 Acknowledgement

This Section 14 is a material part of these Terms. By using the Site, you acknowledge that you have read and understood this Section 14 and agree to be bound by it.

15.1 Entire agreement

These Terms, together with our Privacy Policy and Cookie Notice, constitute the entire agreement between you and Audicity regarding your use of the Site and supersede all prior agreements, understandings, and communications, whether written or oral, regarding the subject matter.

15.2 Severability

If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, shall be severed from these Terms. The remaining provisions shall continue in full force and effect.

15.3 No waiver

Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or of our right to enforce it in the future.

15.4 Assignment

You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. Audicity may assign or transfer its rights and obligations under these Terms at any time without notice to you, including in connection with a merger, acquisition, or sale of assets.

15.5 Force majeure

We shall not be liable for any failure or delay in performance under these Terms caused by events beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government action, network outages, or any other force majeure event.

15.6 Changes to these Terms

We may amend these Terms from time to time. The effective date at the top of these Terms indicates when they were last revised. Material changes will be communicated by posting a notice on the Site. Your continued use of the Site after changes take effect constitutes acceptance of the revised Terms.

15.7 Headings

The headings in these Terms are for convenience only and do not affect interpretation.

15.8 No agency

Nothing in these Terms creates any agency, partnership, joint venture, employment, or franchise relationship between you and Audicity.

For any question about these Terms, contact us: