Terms of Service

Last Updated: June 5, 2025

PLEASE READ THESE TERMS OF USE AND ALL OTHER POLICIES, AND DOCUMENTS REFERENCED HEREIN CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING THE AUDIOSCAPE SERVICE (DEFINED HEREIN) AND YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS.

1. Introduction

This Agreement is between the end user ("you") and Audioscape Inc. ("Audioscape").

These terms and conditions as well as any other terms and conditions presented to you by Audioscape (the "Terms" or "Agreement") govern your use of and access to Audioscape's content, services, and associated websites and applications, including, without limitation, Audioscape.ai and Bloxtunes.co (the "Audioscape Service").

These Terms are effective as of the Effective Date listed above. We may make changes to these Terms from time to time by posting a revised version of these Terms, provided that, for material changes, we will seek to supplement such notice by email or other means. Any such changes will not apply to any dispute between you and Audioscape arising prior to the date the changes were made. If you continue to use the Audioscape Service after any updates, you will be considered as having accepted the revised Terms. If you do not wish to accept the updated Terms, you must cease using the Audioscape Service.

BY SUBSCRIBING TO OR OTHERWISE USING OR ACCESSING THE AUDIOSCAPE SERVICE, YOU ACKNOWLEDGE AND AGREE THAT (A) YOU HAVE READ AND UNDERSTAND THE AGREEMENT, (B) YOU HAVE READ AND UNDERSTOOD OUR PRIVACY NOTICE, WHICH FORMS AN ESSENTIAL PART OF THIS AGREEMENT, AND (C) YOU ACCEPT AND AGREE TO THE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT SUBSCRIBE TO, ACCESS OR OTHERWISE USE THE AUDIOSCAPE SERVICE.

THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES; CLASS ARBITRATION, REPRESENTATIVE ARBITRATIONS, CONSOLIDATION OF ARBITRATIONS, AND COURT PROCEEDINGS INCLUDING CLASS ACTIONS AND JURY TRIALS ARE NOT PERMITTED. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.

2. Conditions of Use of the Audioscape Service

You may not use the Audioscape Service in any way that is fraudulent, illegal or expressly prohibited by these Terms. By using the Audioscape Service, you affirm that (a) you are 18 years or older or that you are 13 years or older (a "Minor") and have express permission from your parent or guardian to use the Audioscape Service, (b) reside in a country where the Audioscape Service is offered , and (c) any registration and account information that you submit to Audioscape is and will remain true, accurate and complete. If you are a parent or legal guardian of a Minor, you hereby agree to bind the Minor to these Terms and to fully indemnify and hold harmless Audioscape if the Minor breaches any of these Terms. If you do not agree to such actions, you must cease using the Audioscape Service. If you are not at least 13 years old, you may not use the Audioscape Service at any time or in any manner. The Audioscape Service is for personal, non-commercial use only.

The Audioscape Service requires you to register and create an account using your Roblox ID. You agree to be fully responsible for all use of your account and for any actions that take place using your account and you will not permit any third parties to use your account. You should keep your username and confidential. To the extent you do permit any third parties to use your account, you shall be responsible for their use of your account, and the term "you" shall include all such users. You are additionally and separately subject to all terms and restrictions put in place by Roblox for use of the Roblox ID. Without limiting anything else in this agreement, you agree that Roblox is a Third-Party Application.

By submitting your Roblox ID you agree that Audioscape may use your Roblox ID, username, user avatar picture, and Roblox profile link to create a profile (your "Profile"). Audioscape may change or delete your Profile at any time if it believes your Profile violates a third party's rights or any law or regulation.

While using the Audioscape Service, including but not limited to by creating a Profile or sharing Your Content, you may not take any action that implies a connection, association, sponsorship, endorsement or commercial relationship between you and any person, including any artist, unless you have independently obtained permission to imply such a relationship.

Upon notice, Audioscape reserves the right to suspend or terminate your account or otherwise prohibit your use of the Audioscape Service, without responsibility or liability to you, if, in our reasonable discretion, we believe that you have taken any actions that we believe breach these Terms or the Agreement.

You further agree not to undertake any of the following activities on the Audioscape Services or to attempt to do so or encourage any third party to do so:

Circumventing or modifying any security technology or software that is part of the Audioscape Services;
Reverse-engineering, decompiling, disassembling, modifying, or creating derivative works of any material on the Audioscape Services, except where such restriction is expressly prohibited by applicable law;
Copying, reproducing, redistributing, "ripping," recording, performing, or otherwise using content or material on the Audioscape Services which is not expressly permitted under the Agreements or applicable law, or which infringes intellectual property rights;
Criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files;
Uploading, importing or copying any material or content that you do not have the legal right to upload, import or copy in this way;
"Crawling", "scraping", or data mining — whether manually or by automated means, or otherwise using any automated means (including bots, scrapers, and spiders), to view, access or collect information;
Using any part of the Audioscape Services or Content to train a machine learning or artificial intelligence model or otherwise supplying Content to a machine learning or artificial intelligence model without a license from the applicable rights holders;
Removing or altering any copyright, trademark, or other intellectual property notices on the Audioscape Services;
Advertising to, or solicitation of, any user of the Audioscape Services;
Impersonating or attempting to impersonate or hold yourself out as another user, person or entity;
Selling or otherwise transferring your account; or
Using the Audioscape Services in a manner inconsistent with any other terms or policies applicable to your use of the Audioscape Services, or in a manner inconsistent with any applicable laws and regulations.

If you disagree with any decision by Audioscape related to your account or Your Content, you may appeal by sending it to support@audioscape.ai.

3. Service Limitations and Modifications

We will try to provide you with continued access to the Audioscape Service, but may change, stop, or impose conditions on the Audioscape Service or any feature at any time, in our sole discretion. We will take reasonable steps to notify you of any such changes by email or by providing notice on Audioscape's website or via in-app notification. The Audioscape Service may also experience temporary interruptions. Access to and availability of certain Audioscape Content, features and functionalities of the Audioscape Service may vary from device to device, and may be affected by a variety of factors, such as your locations and applicable license restrictions.

Audioscape has no liability to you, nor any obligation to provide a refund to you, in connection with any service outage or failure caused by the actions of any third party, or by events beyond Audioscape's control.

4. Audioscape Developer Tools

Audioscape may provide access to the Audioscape Service via tools, programs and utilities, as well as any plug-in or other application programming interfaces ("APIs"), sample code (including runtimes and libraries) and related documentation (collectively the "Developer Tools"). Your use of the Developer Tools is subject to these Terms and shall be considered use of the Audioscape Service.

Your use of the Developer Tools is subject to limitations on access, calls, and use as set forth herein, or as otherwise provided to you by Audioscape, which may be updated from time to time. Audioscape may limit the number of service calls that you may make, the selection or volume of Audioscape Content that may be accessed, or anything else about the Audioscape Service Platform as Audioscape deems appropriate, in its sole discretion, without notice. Audioscape may use technical measures to prevent over-usage or stop usage of the Developer Tools or Audioscape Service. If Audioscape believes that you have attempted to exceed or circumvent these limitations, your ability to use the Developer Tools may be temporarily or permanently blocked.

You agree that Audioscape may monitor your use of, and collect usage data related to, the Audioscape Service and Developer Tools to ensure quality, improve the Audioscape Service and verify your compliance with the Terms. You agree not to block or interfere with such efforts and to provide us with reasonable access to information related to your compliance with the Terms. We may use any technical means to overcome any interference.

Audioscape may update the Developer Tools at any time, and may discontinue support for previous versions of the Developer Tools or remove access to any or all Developer Tools at Audioscape's sole discretion.

Without limiting anything else in these Terms, you will not:

sell, rent, lease, sublicense, redistribute or publicly access any of the Developer Tools;
access or facilitate access to the Developer Tools beyond the scope of these Developer Terms or without an authorized account;
improperly access, alter or store Audioscapoe Content, including using any robot, spider, automated scraping mechanism or site search/retrieval application, or other tool to retrieve, duplicate, or index any portion of the Audioscape Content;
facilitate "stream ripping" or other functionalities that make it easier for users to capture or otherwise make permanent copies of Audioscape Content;
copy, translate, modify, or create derivative works of the Developer Tools;
interfere, or attempt to interfere, with the functioning of the Audioscape Service;
introduce any viruses, Trojan horses, or other harmful or malicious code into the Audioscape Service or Developer Tools;
use the Developer Tools in any way or in connection with any activity that is deceptive, fraudulent, or in violation of law, or infringes, misappropriates or otherwise violates the rights of Audioscape or any third party.

5. Rights to the Audioscape Service and Audioscape Content

The Audioscape Service makes available to you a variety of content, including music, audiovisual content, and associated material (the "Audioscape Content"). Subject to the terms of this Agreement, Audioscape hereby grants you a non-exclusive, non-transferable, non-commercial, limited and revocable license to use the Audioscape Service and the Audioscape Content. The Audioscape Service and Audioscape Content are licensed, not sold, to you, and Audioscape and its licensors retain ownership of all copies of the Audioscape Service and Audioscape Content even after installation on your devices. Audioscape reserves all rights not expressly granted to you in this Agreement.

The Audioscape Service and the Audioscape Content are the property of Audioscape and Audioscape's licensors. Audioscape retains all right, title and interest in and to the Audioscape Service and all copies thereof. Audioscape is the owner of the Audioscape logo and other Audioscape trademarks (the "Trademarks"). Nothing in this Agreement or on the Audioscape Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without Audioscape's prior written permission specific for each such use. All goodwill generated from the use of the Trademark inures to Audioscape's benefit.

6. Your Content

The Audioscape Service may allow you to upload and post some types of content, or to authorize Audioscape to access content from third parties who host content you have uploaded or posted, including, but not limited to audio and other materials (collectively, "Your Content"). You retain all rights in, and are solely responsible for, any and all of Your Content. Audioscape is not responsible for what you or others post or share on the Audioscape Service. Any of Your Content, excluding, for the sake of clarity, Metadata, that you upload or authorize access to will be regarded as personal data under the Audioscape Privacy Notice. Please refer to the Privacy Notice to learn more about how we process your personal data.

You grant to Audioscape a non-exclusive, royalty-free, fully paid up, transferable, sublicensable, worldwide license to store, display, reproduce, modify, perform, create derivative works from, distribute and otherwise use Your Content for the purpose of operating, developing and using the Audioscape Service. Without limiting the foregoing, you agree that Audioscape may use any audio provided in Your Content to generate metadata including audio fingerprints, tempo, rhythm, phrase segmentation, beat synchronization, usage statistics, and other analytical data (collectively "Metadata"). In addition, you acknowledge and agree that some of Your Content may be publicly accessible, and may be used and re-shared by others on the Audioscape Service and across the web.

You agree that, as between you and Audioscape, Audioscape shall own and have all rights to Metadata. Where the foregoing assignment is prohibited by law, you hereby grant Audioscape an exclusive, transferable, worldwide, royalty-free, fully paid up license (including the right to sublicense) to use and exploit all Metadata as we may determine in our sole discretion, including to provide, improve, and enhance its services in all ways.

If you do not want Your Content to be used for these purposes, do not upload or authorize access to Your Content to the Audioscape Service. Where applicable and to the extent permitted under applicable law, you also agree to waive, and to not enforce, any "moral rights" or equivalent rights, such as your right to be identified as the author of any Your Content, including Feedback (defined below), and your right to object to derogatory treatment of Your Content.

You represent and warrant that (a) you have the full right and authority to post, upload or otherwise use Your Content (including any applicable third-party rights and permissions), and to grant Audioscape the right to use Your Content in accordance with these Terms; and (b) Your Content, including the use thereof by you or Audioscape in accordance with these Terms, does not (i) violate these Terms; (ii) infringe or otherwise violate any applicable laws, rules, regulations or third-party rights (including any copyrights or rights of publicity or privacy), or (iii) imply any affiliation, association or endorsement of you or Your Content by Audioscape or any artist, band, label or other individual or entity without the express written consent of Audioscape or applicable third party.

Audioscape shall be under no obligation to display or disseminate any of Your Content. We may, but have no obligation to, monitor or review Your Content. Except to the extent prohibited by applicable law, we reserve the right to remove, reject or disable access to Your Content from the Audioscape Service in our sole discretion, for any or no reason, including, but not limited to, when Your Content violates these Terms. We may take these actions without prior notification to you or any third party and without any liability to you for such removal.

We respect the intellectual property rights of others and ask you to do the same. We have adopted Intellectual Property Policies (detailed below) regarding any third-party claims that Your Content infringes the rights of others.

Without limiting the foregoing, you must not share any of your content that in Audioscape's reasonable opinion:

Constitutes or promotes an illegal act of any kind, including but not limited to violations of intellectual property, privacy or proprietary rights of Audioscape or a third party;
Constitutes or promotes any act that would violate any agreement to which you are a party, including but not limited to recording or publishing agreements;
Solicits or discloses personal, confidential or proprietary information of third parties;
Constitutes or advocates for harassment, bullying, threatening, or self-harm;
Contains or links to explicit content such as nudity, excessive violence, or hateful content;
Constitutes or promotes information that you know is false or misleading or promotes activities or conduct or contains content that is abusive, threatening, obscene, defamatory or libelous;
Involves any form of user tracking, commercial activities and/or sales without prior written consent from Audioscape;
Includes malicious content such as malware, Trojan horses, or viruses, or otherwise interferes with any user's access to the Audioscape Service;
Impersonates or misrepresents your affiliation with Audioscape (including, but not limited to, using any of Audioscape's intellectual property without permission), another user, person, or entity, or is otherwise fraudulent, false, deceptive, or misleading;
Interferes with or in any way disrupts, or attempts to interfere with or disrupt, the Audioscape Services; or
Conflicts with any other terms or policies applicable to your use of any of the Audioscape Services.

7. Third-Party Applications

The Audioscape Service may utilize or interact with certain third-party applications, websites, platforms, devices and services ("Third- Party Applications"). Your use of these Third-Party Applications may be subject to their own respective terms of use and/or privacy policies. You understand and agree that Audioscape is not responsible or liable for the functionality, features, privacy or content of any Third-Party Application and does not make any representations regarding the functionality, features, content or accuracy of materials on any Third-Party Application. Audioscape does not guarantee that Third-Party Applications will be compatible with the Audioscape Service.

8. Feedback

You may submit feedback, comments, suggestions or ideas about the Audioscape Service in connection with your use thereof ("Feedback"). Except as prohibited by applicable law, you hereby assign all right, title, and interest in such Feedback to Audioscape, and you agree that any such Feedback you provide shall not be deemed confidential and that Audioscape shall have the full right and ability to use any such Feedback in an anonymised form that will not reveal your identity, without any obligation to you, including but not limited to in connection with future product concepts and/or changes. Where the foregoing assignment is prohibited by law, you hereby grant Audioscape an exclusive, transferable, worldwide, royalty-free, fully paid up license (including the right to sublicense) to use and exploit all Feedback as we may determine in our sole discretion. This does not affect your privacy rights as provided in the Audioscape Privacy Notice. Feedback is otherwise subject to the same representations and warranties as Your Content.

9. Intellectual Property Policy

We have a policy of responding to notices of alleged copyright infringement, including those that comply with the Digital Millennium Copyright Act ("DMCA").

If you believe that content appearing on Audioscape's system or network constitutes copyright infringement, please provide us with a notice ("Notice of Claimed Copyright Infringement") containing the following information:

A physical or electronic signature of the owner of an exclusive right under copyright law that is alleged to have been infringed, or a person authorized to act on behalf of the owner of the exclusive right that is alleged to have been infringed;
Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Audioscape to locate the material (providing URL(s) in the body of an email is the best way to help us locate content quickly);
Information reasonably sufficient to permit Audioscape to contact you, the complaining party, such as an address, telephone number, and, if available, an email address at which you, may be contacted;
A statement that you, the complaining party, have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification of claimed copyright infringement is accurate, and, under penalty of perjury, that you, the complaining party, are the owner of an exclusive right that is alleged to have been infringed or a person authorized to act on behalf of such owner.

Send your notice to Audioscape Copyright Department, Audioscape, Inc., 410 La Mesa Dr., Portola Valley, CA 94028, or by email to copyright@audioscape.ai.

Please note that you may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that any material is infringing your copyrights or other intellectual property or privacy rights. If you have questions about the required content of your notice, please consult your legal counsel, or see Section 512(c)(3) of the DMCA to confirm these requirements, as applicable. Audioscape has adopted a policy of restricting or terminating, in certain circumstances and at Audioscape's sole discretion, users who consistently fail to adhere to Audioscape's infringer policy. This may be due to multiple successful copyright complaints against them within a certain period of time.

If you are the owner of any intellectual property other than copyrighted materials (such as, for example, a trademark), or an agent thereof, and believe that any item of content or other materials on the Audioscape Service infringes upon your rights in such intellectual property, please submit a notification to us in the same manner as provided above in respect of notice of alleged copyright infringement, including providing the same information in writing to the designated address set forth above.

10. Changes; Termination

This Agreement will continue to apply to you until terminated by either you or Audioscape. We may terminate this Agreement (including any additional terms and conditions incorporated or referenced herein), close your account, or restrict, suspend or terminate your access to the Audioscape Service, at any time without notice and without responsibility or liability to you, in our sole discretion, including if we stop providing the Audioscape Service (or a component thereof), or determine or suspect that: (a) you have violated this Agreement; (b) you are misusing the Audioscape Service; or (c) your use of the Audioscape Service is based on or in connection with any unlawful activity.

If you or Audioscape terminate this Agreement, or if Audioscape closes your account or restricts or suspends your access to the Audioscape Service, you agree that Audioscape shall have no liability or responsibility to you, and (except as expressly provided in this Agreement) Audioscape will not refund any amounts that you have already paid.

You may terminate this Agreement at any time by deleting your Audioscape account by contacting support@audioscape.ai. In all such cases, you may not continue accessing or using the Audioscape Service.

The following Sections shall survive termination: 1, 5, 6, 8, 10, and 12 through 16.

11. Notice to California Residents

Pursuant to California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights notice which is hereby offered as a convenience to you:

The name and address of the provider to California residents of the Audioscape Service is Audioscape Inc., Audioscape – Customer Support, 10 La Mesa Dr., Portola Valley, CA 94028. Complaints regarding the service or requests to receive further information regarding use of this service may be sent to the above address or by email to support@audioscape.ai.

The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite S202, Sacramento, CA 95834 or by telephone at (916) 574-7950 or (800) 952-5210.

12. Warranty Disclaimers

THE AUDIOSCAPE SERVICE AND THE AUDIOSCAPE CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AUDIOSCAPE AND AUDIOSCAPE CONTENT OWNERS DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. NEITHER AUDIOSCAPE NOR ANY OWNER OF AUDIOSCAPE CONTENT WARRANTS THAT THE AUDIOSCAPE SERVICE OR AUDIOSCAPE CONTENT IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AUDIOSCAPE MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE AUDIOSCAPE SERVICE OR AUDIOSCAPE CONTENT, YOUR CONTENT, ANY THIRD-PARTY APPLICATIONS (OR ANY CONTENT CONTAINED THEREIN), ANY THIRD-PARTY PRODUCTS OR SERVICES ADVERTISED, PROMOTED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE AUDIOSCAPE SERVICE OR ANY HYPERLINKED WEBSITE. INCLUDING BUT NOT LIMITED TO THEIR ACCURACY, RELIABILITY, COMPLETENESS, EFFICACY, OR TIMELINESS. AUDIOSCAPE SHALL NOT BE SUBJECT TO LIABILITY FOR TRUTH, ACCURACY, OR COMPLETENESS OF ANY AUDIOSCAPE CONTENT OR YOUR CONTENT, INFORMATION CONVEYED TO YOU THE USER OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOUR USE OF THE AUDIOSCAPE SERVICE, AND THE AUDIOSCAPE CONTENT AND ANY OF YOUR CONTENT IS AT YOUR OWN RISK. THE AUDIOSCAPE SERVICE MAY PROVIDE YOU WITH THE ABILITY TO FILTER EXPLICIT CONTENT, BUT THESE FEATURES MAY STILL RESULT IN SOME EXPLICIT CONTENT BEING SERVED TO YOU. YOU SHOULD NOT RELY ON SUCH FEATURES TO FILTER ALL EXPLICIT CONTENT.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AUDIOSCAPE, AND ITS PARENTS, SUBSIDIARIES, EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS, AFFILIATES, REPRESENTATIVES, SUCCESSORS OR ASSIGNS (THE "AUDIOSCAPE PARTIES") BE LIABLE FOR (A) ANY, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES; OR (B) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), ARISING FROM THE ACCESS, USE OR INABILITY TO USE THE AUDIOSCAPE SERVICE OR THE AUDIOSCAPE CONTENT.

YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE AUDIOSCAPE SERVICE IS TO UNINSTALL ANY AUDIOSCAPE SOFTWARE AND TO STOP USING THE AUDIOSCAPE SERVICE. EXCEPT WITH RESPECT TO CLAIMS OF FRAUD, FRAUDULENT MISREPRESENTATION, DEATH OR PERSONAL INJURY, IN NO EVENT WILL THE AUDIOSCAPE PARTIES' AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS RELATING TO THESE TERMS, THE AUDIOSCAPE SERVICE, THIRD-PARTY APPLICATIONS, OR THIRD-PARTY APPLICATION CONTENT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO AUDIOSCAPE DURING THE TWELVE MONTHS PRIOR TO THE FIRST CLAIM; OR (B) $30.00.

WHERE MANDATORY ARBITRATION IS PERMITTED BY LAW, ANY CLAIM ARISING UNDER THESE TERMS MUST BE COMMENCED (BY FILING A DEMAND FOR ARBITRATION OR FILING AN INDIVIDUAL ACTION UNDER THE ARBITRATION AGREEMENT BELOW) 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.

Some jurisdictions do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. In such jurisdictions, our liability shall be limited to the greatest extent permitted by law. To the fullest extent permitted by law, the liability of Audioscape arising from any error or other circumstance that may give rise to liability in relation to the Audioscape Service shall – except for instances of any fraud, fraudulent misrepresentation, death or personal injury caused by Audioscape or Audioscape's employees, agents or sub-contractors negligence, gross negligence and willful misconduct - be limited to the amount paid by you for access to the Audioscape Service in the relevant month.

14. Indemnification

You agree to defend, indemnify, and hold the Audioscape Parties harmless from and against any claims, actions or demands, including, without limitation, reasonable attorney fees and costs, arising from, relating to or resulting from (a) your breach or alleged breach of this Agreement (including any additional Audioscape terms and conditions incorporated herein); (b) your access to or activity in which you engage on or through the Audioscape Service; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (d) any of Your Content you upload, post or otherwise provide access to; or (e) your violation of any law or the rights of a third party.

15. Governing Law; Arbitration

These Terms will be governed by and shall be construed in accordance with the laws of the State of California, without regard to California's choice or conflicts of law principles.

This remaining part of this Section 14 is referred to as the "Arbitration Provision."

Any dispute or claim, except those that are resolved informally or brought in a small claims court, arising out of or relating in any way to one or more of the following: (1) the Agreement; (2) the Audioscape Service, Audioscape Content or Your Content, or (3) any products or services sold or distributed by Audioscape or through Audioscape (collectively "Claims"), will, where permitted by law, be resolved by binding arbitration, rather than in court. You and Audioscape also agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights unrelated to your use of the Audioscape Service.

This Arbitration Provision is intended to be given the broadest possible meaning under the law and shall be governed by the Federal Arbitration Act and applicable U.S. federal arbitration law. Any arbitration of any Claim hereunder shall apply California law and/or applicable federal law.

(a) General. You and Audioscape agree that any and all Disputes, except those that are resolved informally or brought in a small claims court, will be arbitrated by a neutral arbitrator who has the power to award the same individual damages and individual relief that a court can. ANY ARBITRATION UNDER THESE GENERAL TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST AUDIOSCAPE. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration). For the purposes of these Terms, "Disputes" are defined as any claim, controversy, or dispute between you and Audioscape, whether arising before or during the effective period of these Terms, and including any claim, controversy, or dispute based on any conduct of you or Audioscape that occurred before the effective date of these Terms, including any claims relating in any way to these Terms or the Services, or any other aspect of our relationship.

(b) Pre-Filing Requirement to Attempt to Resolve Disputes.Before an arbitration is commenced, you or Audioscape agree to attempt to avoid the costs of formal dispute resolution by giving each other a full and fair opportunity to address and resolve a dispute informally. Both parties recognize that this is an important requirement, and that breach of this requirement would be a material breach of these Terms. To provide this opportunity, before commencing any arbitration or suit, each party agrees to send to the other party a written Notice ("Notice"). Any Notice to Audioscape should be sent by mail to Audioscape Legal Department, Audioscape, Inc, 10 La Mesa Dr., Portola Valley, CA 94028, with a copy to Granderson Des Rochers, LLP, 150 S. Rodeo Dr., Suite 300, Beverly Hills, CA 90212. Any Notice sent to you will be sent to the email address on file for your account. The Notice must: (i) include your name; (ii) provide detailed information sufficient to evaluate the merits of the claiming party's individualized claim and for the other party to determine if an amicable resolution is possible; and (iii) set forth the specific relief sought, including whatever amount of money is demanded and the means by which the demanding party calculated the claimed damages. Both parties agree that they will attempt to resolve a dispute through an informal negotiation within sixty (60) days from the date the Notice is sent. After that sixty (60) day period and not before, either party may commence arbitration. Each party agrees that federal or state courts located in the City and County of San Mateo, California, may enter injunctive relief to enforce the pre-filing requirements of this paragraph, including an injunction to stay an arbitration that has been commenced in violation of this paragraph.

(c) Scope of Arbitration. If we are not able to resolve the Dispute by informal negotiation or, as provided below, in a small claims court, all Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator (the "Arbitrator") administered by the American Arbitration Association (https://www.adr.org) according to this Section and the Commercial Arbitration Rules for that forum, except you and Audioscape will have the right to file early or summary dispositive motions and to request that the AAA's Expedited Procedures apply regardless of the claim amount. Except as set forth above, the Arbitrator shall be responsible for determining all threshold arbitrability issues, including issues relating to whether the General Terms and/or Additional Terms (or any aspect thereof) are enforceable, unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

(d) Small Claims Court. Subject to applicable jurisdictional requirements, either party may elect to pursue a dispute in a local small-claims court rather than through arbitration so long as the matter remains in small claims court and proceeds only on an individual basis. If a party has already submitted an arbitration demand to the AAA, the other party may, in its sole discretion, inform the AAA that it chooses to have the Dispute heard in small claims court. At that time, the AAA will close the arbitration and the Dispute will be heard in the appropriate small claims court, with no fees due from the arbitration respondent.

(e) Arbitration Procedures. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, including its procedural provisions, fully applies. Any arbitration hearing will occur in San Mateo, California, at another mutually agreeable location or, if both parties agree, by telephone or videoconference. The Arbitrator's award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Audioscape values your privacy, particularly with respect to your financial transactions and data. Each of the parties shall maintain the confidential nature of the arbitration and shall not (without the prior written consent of the other party) disclose to any third party the fact, existence, content, award, or other result of the arbitration, except as may be necessary to enforce, enter, or challenge such award in a court of competent jurisdiction or as otherwise required by applicable law. While an arbitrator may award declaratory or injunctive relief, the Arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual party's claim. The Arbitrator's decision and judgment thereon will not have a precedential or collateral estoppel effect.

(f) Arbitration Fees. In accordance with the AAA Rules, the party initiating the arbitration (either you or us) is responsible for paying the applicable filing fee. For purposes of this arbitration provision, references to you and Audioscape also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Services.

If for any reason Claims proceed in court rather than in arbitration, you and Audioscape waive any right to a jury trial. In that instance, you expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the State of California, County of San Mateo.

(g) Right to Opt Out. You may reject this Arbitration Provision, in which case only a court may be used to resolve any Dispute. To reject this provision, you must send us an opt-out notice (the "Opt Out") within thirty (30) days after you create an Audioscape account or we first provide you with the right to reject this provision.

The Opt Out must be mailed to Audioscape, Attn: Audioscape Arbitration Provision, Audioscape, Inc., 410 La Mesa Dr., Portola Valley, CA 94028. For your convenience, we are providing an opt out notice form you must fill in to Opt Out. You must complete this form by providing your name, address, phone number and the email address(es) you provided as part of the Audioscape Service. This is the only way of opting out of this provision. Opting out will not affect any other aspect of the Agreement, or the Audioscape Service, and will have no effect on any other or future agreements you may reach to arbitrate with us.

(h) Court Proceedings. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions as discussed above) will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state courts in the City and County of San Mateo, California, or federal court for the Southern District of California.

16. Miscellaneous

Audioscape may assign this Agreement, and may assign or delegate, in whole or in part, any of its rights or obligations under this Agreement. You may not assign this Agreement, in whole or in part, nor transfer or sub-license your rights under this Agreement, to any third party. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of any other provision of the Agreement, which shall remain in full force and effect. You may have certain rights that cannot be limited by contract under applicable law. These Terms in no way intend to restrict those rights. Any failure by Audioscape or any third-party beneficiary to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision of this Agreement. No waiver shall be effective against Audioscape unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Other than as stated in this Section or as explicitly agreed upon in writing between you and Audioscape, this Agreement constitutes all the terms and conditions agreed upon between you and Audioscape and supersedes any prior agreements in relation to the Audioscape Service, whether written or oral.

Please contact us at support@audioscape.ai if you have any questions about these Terms.