Date of last update: 22 September 2025
TERMS & CONDITIONS
MUSIC DISTRIBUTION
DMCA POLICY
DATA PROTECTION & PRIVACY POLICY
ANALYTICS
COOKIE POLICY
Welcome to Random Sounds! Since you just clicked on our Terms of Service, pause, have a cup of coffee, and read the following pages carefully.
Our Site and Services are provided to you by Random Sounds, Inc, with registered office at 1201 North Market Street, Suite 111, Wilmington Delaware 19801, United States (“we”, “us”, “our”).
These Terms of Service together with any other Services-specific terms and/or policies, guidelines and documentation made available to you (the “TOS”) contain the terms and conditions that govern your use of our website, www.sounds.co, and all associated websites and subpages (the “Site”) and the provision of the services we offer to you, including any Music distribution services (together, the “Services”). For the avoidance of doubt, any terms related to specific Services provided by us to you are incorporated into these TOS by reference.
Our Data Protection & Privacy Policy also governs your use of the Site and Services and explains how we collect, protect and disclose information that results from your use of the Site. Please read it carefully.
GENERAL
Access and use of the Site constitute your agreement to, and acceptance of these TOS and you confirm that you have read and understood these TOS and agree to be bound by them.
We reserve the right to revise these TOS in our sole discretion at any time and without prior notice to you other than by posting the revised TOS on the Site. Any changes of these TOS are effective upon posting. The applicable TOS will be identified as of the most recent date of revision.
We will provide notice of material changes of no less than 15 business days through prominent announcements on the Site and/or via email to the contact information associated with your user profile on the Site (“Your Account”). It is your responsibility to review the TOS periodically to stay informed about any updates and ensure your continued acceptance of these TOS.
Your continued use of the Site after a revised version of these TOS has been posted by us to the Site constitutes your binding acceptance of such revision and the revised TOS. Notwithstanding the preceding sentences of this paragraph, no revisions to these TOS will apply to any dispute between you and us that arose prior to the date of such revision.
If you do not agree with (or cannot comply with) these TOS, then you cannot use the Site and the Services, but please let us know by sending an email to support@sounds.co so that we can try to find a solution. These TOS apply to all visitors, users and others who wish to access or use the Site and/or the Services.
We reserve the right, but do not assume the obligation, to monitor transactions and communications that occur through the Site. If we determine, in our sole and absolute discretion, that you are in breach of a term or condition of these TOS or that such transaction or communication is inappropriate, we may cancel such transaction or take any other action to restrict access to or the availability of any material that may be considered objectionable, without any liability to you or any third party.
We reserve the right to withdraw or modify the Site and/or the Services, and any other services or materials we provide through the Site, at our sole discretion and without notice. We will not be responsible if, for any reason, all or part of the Site and/or the Services are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site or the entire Site and/or Services, to users, including registered users.
The Site and the Services are only made available to users that can lawfully enter and form contracts under applicable law. If you are under the age of 18, but at least 13 years of age (a “Minor”), you may use our Site and Services only under the supervision of a parent or legal guardian who agrees to be bound by these TOS. Our Site and Services are not intended for children under the age of 13. For users in jurisdictions where the age of digital consent exceeds 13 (e.g., 16 under GDPR), we require verified parental or guardian consent for Minors. If you are the parent or legal guardian of a Minor, you agree to fully indemnify and hold us harmless if the Minor breaches any of these terms.
The Site are hosted and operated in the United States of America, and we make no representation that any content is appropriate for access outside of the United States. Those who choose to access the Site and/or the Services from outside the United States do so on their own initiative and are responsible for compliance with local laws. If you are a customer or client accessing the Site from the European Union, Asia, or any other region with laws or regulations governing personal data collection, use, and disclosure, that differ from United States laws, then please note that you are transferring your personal data to the United States which does not have the same data protection laws as the EU and other regions. We are committed to safeguarding your personal data during international transfers. If you access our Site and Services from regions with data protection laws that differ from those in the United States, such as the European Union (EU) or European Economic Area (EEA), or LATAM region (e.g., Brazil, Mexico, Argentina), we ensure appropriate safeguards are in place to protect your data during international transfers. These may include standard contractual clauses (such as the European Commission’s Standard Contractual Clauses for EU/EEA users), encryption, and compliance with GDPR (General Data Protection Regulation) and relevant LATAM data protection requirements. Please see our Data Protection Policy for further information.
You must comply with all the terms and conditions of these TOS, the applicable agreements and policies referred to in them, and all applicable laws, regulations and rules when you use our Site and Services.
You represent and warrant to us that you:
are not designated on any sanctions, or export related list of restricted or blocked persons, including designation on the U.S. Department of the Treasury Office of Foreign Asset Control's (“OFAC”) List of Specially Designated Nationals and Blocked Persons;
are not located in, organized under the laws of, or resident in any country or territory that is itself the subject of any economic or financial sanctions by any U.S. or other relevant governmental authority, including, but not limited to, Cuba, Iran, Syria, North Korea, Venezuela and the Crimea Region of Ukraine (collectively with (a) and (b), a “Restricted Person”);
will not violate or cause us to violate any economic sanctions, including those administered by OFAC, in connection with the Services; and
will notify us immediately of any breach of the terms described in clauses (a) through (c).
We are committed to ensuring digital accessibility for people with disabilities. We are continually improving the user experience for everyone and applying the relevant accessibility standards. If you have difficulty using or accessing any element of our Site or Services, please feel free to contact us at support@sounds.co, and we will work with you to provide the information or service you seek through an alternative communication method that is accessible for you consistent with applicable law (for example, through telephone support).
You must ensure that the information you provide to us is accurate, complete and current at all times. Inaccurate, incomplete, or outdated information may result in the immediate termination of Your Account on the Site.
RYou are responsible for maintaining the confidentiality of Your Account and password, including, but not limited to, restricting access to your computer and/or account. You agree to accept responsibility for all activities or actions that occur under Your Account and/or password, whether your password is with our Site or with a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of Your Account.
You may not use as a username the name of another person or entity or that is not legally available for use, a name or trademark that is subject to any right of another person or entity other than yourself, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.
We reserve the right to refuse service, cancel accounts, delete or edit content, or cancel orders at our sole discretion, including the cancellation of inactive accounts for more than 12 months. In the event of inactive accounts, prior to such action, we will attempt to notify you via the email address associated with Your Account. Upon termination due to inactivity, your data and Content may be subject to our data retention policy.
You may be able to access websites, content, products or services provided by third parties through links that are made available through the Services (“Third-Party Services”). We do not control those third parties or their services, and you agree that we will not be liable to you in any way for your use of such services. These third parties may have their own terms of use and other policies. You must comply with such terms and policies as well as these TOS when you use these services. In case of conflicting terms, priority shall be given to the terms that apply to the specific service in question. Please review both carefully.
By using any Third-Party Services, you agree that any reliance on Third-Party Services is at your own risk, and we shall not be liable for any loss or damage arising from your use of these services.
In cases where Third-Party Services are integrated into the Site, we will make reasonable efforts to ensure compatibility but do not guarantee uninterrupted operation or performance.
We strongly recommend that you read the terms of service and privacy policies of any Third-Party Services you visit.
Where the Site includes any links to Third Party Services, this does not imply any endorsement by us of the goods, services or materials available on such Third-Party Services.
Our Site allows you to post, link, store, share and make available sound recordings, audio-video recordings, artworks, metadata as well as information, photographs, artworks, text, graphics, Metadata or other materials (the “Content”). You are responsible for the Content you make available on the Site, including its legality, reliability and appropriateness.
We do not guarantee any confidentiality with respect to your Content, nor we guarantee that your intellectual or proprietary rights in the Content will not be infringed or misappropriated. We reserve the right to cancel Your Account if the Content you make available via the Site infringes any third-party rights.
By uploading, publishing, modifying, displaying or otherwise submitting the Content to the Site and/or any part of the Services, you automatically grant, and you represent and warrant that you have the right to grant to us a non-exclusive, transferable, fully paid, worldwide license to use, copy, reproduce, publicly perform, publicly display, communicate to the public, stream, listen to, make available, reformat, translate, excerpt (in whole or in part), transmit, re-post and distribute, edit, remix, alter and otherwise modify such Content for any purpose on or in connection with the Site and the Services. To the extent permitted by applicable law, you waive any moral rights you may have in the Content, including the right to object to modification or attribution.
Accordingly, you represent, warrant and agree that:
a) You have the right to agree to these TOS;
b) You have the right to use the Content and the right to grant us the rights and license as provided in these TOS;
c) Making the Content available on the Site or via the Services does not violate the privacy rights, publicity rights, copyright, contract rights, or any other right of any person or entity.
d) All of your Content is original with you, in the public domain throughout the world or used by you with the express consents, permissions or licenses necessary from the original owner(s) of such materials for use by you and us pursuant to these TOS;
e) your Content does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of publicity and privacy;
f) we shall not be responsible for payments or any other liability to any third party in connection with the use of your Content on the Site and/or the Services or otherwise in connection with these TOS; and
d) none of your Content contains materials which are unlawful, harmful, abusive, racially or ethnically offensive, defamatory, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, otherwise objectionable or content that may be deemed to constitute “hate speech”.
We reserve the right to reject and/or remove any Content, or other content that we believe, in our sole discretion, violates these provisions or constitute in our reasonable judgement a treat to our business. We take no responsibility and assume no liability for any Content that you or any other users or third parties post, use, store or share through the Site and Services. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Site and/or Services, is solely your responsibility. We are not responsible for any public display or misuse of your Content.
You understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, or objectionable, and you agree that we shall not be liable for any damages you allege to incur as a result of such content.
We have the right but not the obligation to monitor and edit all Content provided by users.
Except with respect to the terms set out in the Music Distribution Terms, you understand that you are entirely responsible for the Content that you upload, post, email, transmit or otherwise make available through the Site and the Services.
Except as may be expressly permitted by us, you may not use (and/or where relevant submit Content) that:
a) interfere with the Site and/or the Services by using viruses or any other programs or technology designed to disrupt or damage any software or hardware;
b) modify, create derivative works from, reverse engineer, decompile or disassemble any technology used to provide the Site and/or the Services;
c) use a robot, spider or other device or process to monitor the activity on or copy pages from the Site, except in the operation or use of an internet “search engine”, hit counters or similar technology;
d) collect electronic mail addresses or other information from third parties by using the Site;
e) impersonate another person or entity;
f) use any meta tags, search terms, key terms, or the like that contain our name or trademarks (Random Sounds);
g) engage in any activity that interferes with another user’s ability to use or enjoy the Site;
h) assist or encourage any third party in engaging in any activity prohibited by these TOS;
i) use the Site and/or the Services in any way that violates any applicable national or international law or regulation or for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or otherwise; or
j) to transmit or attempt to send any advertising or promotional material, including any “junk mail”, “chain letter”, “spam” or any other similar request.
k) use any AI technology to do anything mentioned in this clause 8.
In addition, you agree not to:
a) use the Site and/or the Services in any way that could disable, overburden, damage, or impair the Site or interfere with any other party's use of the Site and/or the Services;
b) use any device, software or routine that interferes with the proper functioning of the Site and/or the Services;
c) attempt to gain unauthorized access to, interfere with, damage or interrupt any part of the Site, the server on which the Site is stored, or any server, computer or database connected to the Site;
d) stall the service through a denial-of-service attack or a distributed denial of service attack; and/or
e) in one way or another, it attempts to interfere with the proper functioning of the Site and/or the provision of the Services.
By creating Your Account on our Site, you agree to subscribe to newsletters, promotional or marketing materials and other information that we may send. However, you can choose not to receive any or all these communications from us by following the unsubscribe link included at the bottom of such communications or by notifying us at support@sounds.co.
All Services’ fees (the “Services Fees”) will be determined by us in our sole discretion. The payment of all Services Fees must be made using a valid credit card on account with us. Subscriptions will automatically renew at the end of each billing cycle unless you cancel prior to the renewal date. You expressly authorize us to charge the applicable amount of any required fees, plus any applicable taxes, to the payment method you provided (until you cancel, for subscriptions). Where required, you have up to 14 days to cancel your order for the Services. If at any time we are unable to charge the relevant Services Fees from the payment method, you provided we may suspend your access to the Site and/or Services.
You represent and warrant that:
a) You have the legal right to use any credit card or other payment method in connection with your purchase and/or subscription to the Services; and
b) the information you provide to us is true, correct and complete.
We may employ the use of third-party services to facilitate payment and the completion of any transaction. By submitting your information, you grant us the right to provide the information to these third parties subject to our Data Protection & Privacy Policy.
We reserve the right to refuse or cancel your purchase and/or subscription to any of the Services at any time for reasons including:
a) availability of the Services;
b) errors in the description or price of the Services, error in your order; or
c) for any other reasons in our absolute discretion.
We reserve the right to refuse or cancel your purchase and/or subscription if fraud or an unauthorized or illegal transaction is detected or suspected.
We may, at our sole discretion and at any time, change the Services Fees. Any such change takes effect at the end of the then-current billing cycle if you have a subscription, which is usually the end of the relevant calendar month.
We will provide you with reasonable prior notice of any change in the Services Fees of your subscription to give you the opportunity to cancel your subscription before such change takes effect. Your continued use of the Services after the Service Fee change takes effect constitutes your agreement to pay the amount of the modified Services Fees.
Except as required by law, the Services Fees are not refundable. However, nothing in these TOS limits your rights under the Delaware Consumer Fraud Act (6 Del. C. § 2511 et seq.). We prohibit unfair or deceptive trade practices as defined under Delaware law. You may be entitled to a refund if the Services are not delivered as described, if material misrepresentation is made, or where otherwise required under Delaware law.
Any contests, sweepstakes, or other promotions (collectively, “Promotions”) available through the Site may be governed by rules that are independent of these TOS. If you participate in any Promotions, please review the applicable rules, as well as our Data Protection & Privacy Policy. If the rules of a Promotion conflict with these TOS, the rules of the Promotion will apply.
We use analytics tools to monitor and analyze the usage of our Site and Services, as well as to improve user experience. These tools collect data such as user behaviour, engagement trends, and technical diagnostics. For detailed information about the analytics tools we utilize, their purposes, and your rights regarding data collection, please refer to our Analytics Policy. By accessing the Site, you agree to the data collection practices as outlined in that policy.
As between you and us, we retain all right, title and interest in and to the Site and the Services, and all related Intellectual Property rights. All rights in and to the Site and/or the Services not expressly granted herein are reserved. You may not copy, distribute, publicly perform, publicly display, digitally perform (in the case of sound recordings), or create derivative works from any copyrighted work made available or accessible via the Site. All trademarks, logos and service marks (the “Marks”) displayed on the Site are either our property, or the property of third parties. You are not permitted to use these Marks without our prior written consent, or the consent of such third-party owner of the Mark(s) if not owned by us. For the purposes of these Terms, “Intellectual Property” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
We grant you a limited revocable personal license to access and use the Site for its intended purposes, subject to your compliance with these TOS. If you use the Site in a manner that exceeds the scope of this license or breach these TOS, we may revoke the license granted to you.
In addition, all content, materials, and Intellectual Property on the Site, including but not limited to text, graphics, logos, images, software, and audiovisual content, are owned by or licensed to Random Sounds, Inc. and are protected by applicable copyright, trademark, and intellectual property laws. You may not distribute, modify, transmit, reuse, download, republish, copy or use such content, in whole or in part, for commercial purposes or for personal gain, without our express prior written permission.
The Site is protected by copyrights, trademarks and other laws of the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without our prior written consent.
We respect the intellectual property rights of others. It is our policy to respond to any claim that any Content posted on the Site infringes the copyright or other Intellectual Property rights (“Infringement”) of any person or entity.
If you are a copyright owner, or are authorized on behalf of one, and you believe that your copyrighted work has been copied in a way that constitutes copyright infringement, please email your complaint to copyright@sounds.co with the subject: “Copyright Infringement” and include in your complaint a detailed description of the alleged infringement as detailed in our DMCA Notice.
You may be responsible for damages (including costs and attorney fees) for false statements or bad faith claims about the copyright infringement of any Content found on and/or through the Service.
You can provide us directly to the email support@sounds.co or through third-party sites and tools, information and comments, suggestions, ideas, materials submitted via web forms, contest entries, communications or other information (the “Submissions”).
When you send us a Submission, you grant us permission to use them for marketing and other promotional purposes.
You agree that we will have no obligation to keep any Submissions confidential and you will not bring a claim against us based on “moral rights” or the like arising from our use of your Submissions.
You acknowledge and agree that:
a) you will not keep, acquire or assert any Intellectual Property right or other right, title or interest in the Submissions;
b) We may have developed ideas similar to the Submissions;
c) The Submissions do not contain confidential information or information owned by you or a third party; and
d) We have no obligation of confidentiality with respect to the Submissions.
In the event that the transfer of ownership of the Submissions is not possible due to applicable mandatory laws, you grant us and its affiliates an exclusive, transferable, irrevocable, free, sublicensable, unlimited and perpetual right to use the Submissions (including copying, modifying, creating derivative works, publishing, distributing and marketing) in any way and for any purpose.
You represent and warrant to us:
a) you are eighteen (18) years of age or older, or you are a Minor and you have your parent’s and/or legal guardian’s written consent to enter into these TOS;
b) that you have the full power and authority to perform the obligations included under these TOS;
c) the execution and performance of your or our obligations under these TOS do not constitute a breach of or conflict with any other agreement or arrangement by which you or we are bound; and
d) these TOS are a legal, valid and binding obligation of the party entering these TOS.
In addition to the above, you represent and warrant to us that, in your use of the Site and the Services:
a) You will not infringe the Intellectual Property rights or other legal right of any third party;
b) You will comply with all applicable laws, rules, and regulations;
c) there are no claims, demands or any form of litigation pending or, to the best of your knowledge, threatened with respect to any of your Content and/or Submissions;
d) we will not be required to make any payments to any third party in connection with our use of your Submissions and/or Content, except for the expenses that we incur in providing the Site;
e) the use of any instructions, formulae, recommendations, or the like contained in your f) Content and/or Submissions, will not cause injury to any third party; and
your Content and/or Submissions does not contain viruses or any other programs or technology designed to disrupt or damage any software or hardware.
WE PROVIDE THE SITE AND ANY SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DO NOT REPRESENT OR WARRANT THAT THE SITE OR ITS USE: A) WILL BE UNINTERRUPTED; B) WILL BE FREE OF INACCURACIES OR ERRORS; C) WILL MEET YOUR REQUIREMENTS; D) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. WE MAKE NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THESE TOS, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE SITE, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR A BREACH OF YOUR REPRESENTATIONS AND WARRANTIES UNDER THESE TOS OR IN CONNECTION WITH YOUR INDEMNITY OBLIGATIONS UNDER THESE TOS, IN NO EVENT WILL THE LIABILITY OF EITHER PARTY IN CONNECTION WITH THESE TOS EXCEED THE GREATER OF: A) THE AMOUNT PAID OR PAYABLE BY US TO YOU DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GIVES RISE TO SUCH LIABILITY; OR B) $500. IN THE EVENT THAT YOU ARE A BUSINESS, THEN THE APPLICABLE CAPS SHALL BE THE FOLLOWING: THE GREATER OF: A) THE AMOUNT PAID OR PAYABLE BY US TO YOU DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GIVES RISE TO SUCH LIABILITY; OR B) $100. NOTHING IN THESE TOS LIMITS LIABILITY FOR FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.
While we strive for continuous availability of our Site and Services, occasional interruptions for maintenance, upgrades, or unforeseen technical issues may occur. We will use commercially reasonable efforts to minimize downtime and, where feasible, provide advance notice of planned service interruptions. We do not guarantee uninterrupted operation or performance of the Site and/or Services.
You agree to use the Site and the Services at your own sole risk and to the fullest extent permitted by law, you agree to indemnify, defend, and hold us, our affiliates, employees, agents, officers, directors, and licensors harmless from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) of any kind at any time or of any sort (to the fullest extent permitted by law) that may arise from your use of the Site and/or the Services, any violation of these TOS or of applicable law, or any third party claim of infringement of any Intellectual Property rights, or any other right, arising from the hosting, making available or any other use of your Content (each a “Claim”) including any Claims arising from or related to:
your use or misuse of the Site or Services;
your breach of these TOS or violation of applicable laws or regulations;
any violation of third-party rights, including but not limited to Intellectual Property, privacy, or other proprietary rights; or
any Content and/or Submissions you post, upload, or transmit through the Site.
If you have to indemnify us under this Section, we will have the right to control the defence, settlement, and resolution of any Claim at your sole expense. In such cases, you agree to cooperate fully with our defence of such Claims.
You may not settle or otherwise resolve any Claim without our express prior written permission.
This indemnity applies to the maximum extent permitted by law. Nothing in these TOS shall exclude rights you may have under applicable consumer protection laws.
We may terminate or suspend Your Account and prohibit access to the Site and Services immediately, without notice or liability, at our sole discretion, for any reason and without limitation, including, but not limited to, a breach of these TOS.
You may terminate Your Account by contacting our support team at support@sounds.co or by discontinuing use of the Site and Services. If you are subscribed to paid Services, termination does not automatically cancel payment obligations. Please ensure you follow the subscription cancellation procedures to avoid incurring future charges. Your rights under these TOS will automatically and immediately terminate if you fail to comply with your promises and obligations stated in these TOS.
Upon termination, your access rights to the Site and Services will cease immediately, and any data or Content associated with Your Account may be deleted in accordance with our Data Protection & Privacy Policy. You acknowledge and agree that we will not be liable for the loss of data or Content due to account termination. Notwithstanding the preceding sentences, if we terminate these TOS or your access to the Services for reasons other than your breach, we will provide you with reasonable access to retrieve your Content for a period of thirty (30) days following termination.
All provisions of these TOS that, by their nature, must survive termination will survive termination, including, but not limited to, ownership provisions, warranty disclaimers, compensation, and limitations of liability.
The party affected by the force majeure event shall promptly notify the other party and take all reasonable steps to mitigate the impact of the event on its performance. Once the event ceases, obligations under these TOS will resume without delay. However, if the force majeure event continues for a period exceeding three (3) months, either party shall have the right to terminate the agreement upon written notice to the other party.
All notices required or permitted to be given under these TOS will be in writing and delivered to the other party by any of the following methods: a) U.S. mail, b) overnight courier, or c) electronic mail.
If you give notice to us, you must use the following addresses:
Random Sounds, Inc.
1201 North Market Street,
Suite 111, Wilmington Delaware 19801
United States
With a copy by email to legal@sounds.co
If we provide notice to you, we will use the contact information provided by you on Your Account.
All notices will be deemed received as follows:
if by delivery by U.S. mail, seven (7) business days after dispatch;
if by overnight courier, on the date receipt is confirmed by such courier service;
if by electronic mail, 24 hours after the message was sent, if no “system error” or other notice of non-delivery is generated.
If applicable law requires that a given communication be “in writing,” you agree that email communication will satisfy this requirement.
By using the Site, you consent to receive communications from us electronically, including via email, text messages, push notifications, or postings on the Site. You agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.
It is your responsibility to ensure that your contact information is accurate and up to date to receive these communications. You may withdraw your consent to electronic communications by contacting us at support@sounds.co. However, withdrawing consent may result in restricted access to certain features of the Site.
Both parties agree that they may have access to or be exposed to Confidential Information belonging to the other party. "Confidential Information" refers to any non-public, proprietary, or sensitive information, whether written, electronic, or oral, including but not limited to: business operations, technical data, algorithms, software, trade secrets, financial information, user data, and other materials marked as confidential or understood to be confidential by their nature.
The receiving party agrees to:
a) maintain the strictest confidence and not disclose Confidential Information to any third party without prior written consent, except as required by law;
b) use Confidential Information solely for the purposes of fulfilling obligations under these TOS and not for any personal, commercial, or competitive advantage; and
c) apply appropriate technical, physical, and administrative safeguards to protect the Confidential Information and prevent unauthorized access, use, or disclosure.
Confidential Information does not include information that:
a) is publicly available or becomes publicly available through no fault of the receiving party;
b) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information;
c) is disclosed to the receiving party by a third party legally entitled to make such disclosure; and
d) must be disclosed pursuant to a valid court order, provided the receiving party gives prompt written notice to the disclosing party and cooperates in efforts to limit disclosure.
The obligations of confidentiality shall survive the termination of these TOS and continue for a period of five (5) years, unless otherwise agreed in writing.
Any breach of this clause may result in irreparable harm to the disclosing party, entitling them to seek injunctive relief, damages, and any other remedies available under law or equity.
For information regarding our collection and use of information you provide to us, please refer to our data protection and privacy policy (“Data Protection & Privacy Policy”), located here, which shall supplement and be incorporated into these TOS by reference. By entering into these TOS, you agree to our collection, use and disclosure of your personal information in accordance with our Data Protection & Privacy Policy.
Please read this carefully. It affects your rights. YOU AND RANDOM SOUNDS INC. AND EACH OF OUR RESPECTIVE SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS, AND PERMITTED ASSIGNS AGREE TO ARBITRATION (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT), AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SITE AND SERVICES.
Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Please visit www.adr.org for more information about arbitration.
A party who intends to seek arbitration must first send to the other, by certified mail, a written notice of intent to arbitrate (a “Notice”), or, in the absence of a mailing address provided by you to us, to you via any other method available to us, including via e-mail. The Notice to us should be addressed to:
Random Sounds, Inc
1201 North Market Street
Suite 111, Wilmington
Delaware
19801
United States
with a copy to legal@sounds.co
(the “Arbitration Notice Address”).
The Notice must;
a) describe the nature and basis of the claim or dispute;
b) and set forth the specific relief sought (the “Demand”).
If you and we do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or we may commence an arbitration proceeding as set forth below or file a claim in small claims court.
THE ARBITRATION SHALL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (THE “Rules”), AS MODIFIED BY THIS AGREEMENT. The Rules and AAA forms are available online at www.adr.org or by calling the AAA at 1-800-778-7879, or by writing to the Notice Address.
If you are required to pay a filing fee to commence an arbitration against us, then we will promptly reimburse you for your confirmed payment of the filing fee upon our receipt of Notice at the Arbitration Notice Address that you have commenced arbitration along with a receipt evidencing payment of the filing fee, unless your Demand is equal to or greater than $1,000, in which case you are solely responsible for the payment of the filing fee.
The arbitration shall be conducted in the English language. A single independent and impartial arbitrator shall be appointed pursuant to the Rules, as modified herein. You and we agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens on the parties:
a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration;
b) the arbitration shall not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and
c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
By agreeing to these TOS, you waive any objections to venue or jurisdiction related to international arbitration proceedings. We retain sole discretion to approve alternative arbitration methods or locations for non-U.S. users.
YOU AND RANDOM SOUNDS INC. AGREE THAT YOU AND US MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISO IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS MANDATORY ARBITRATION SECTION SHALL BE NULL AND VOID.
Barring extraordinary circumstances, the arbitrator shall issue his or her decision within one-hundred and twenty days (120) days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional thirty (30) days in the interests of justice. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator shall be in writing and shall include a statement setting forth the reasons for the disposition of any claim. The arbitrator shall apply the laws of the State of Delaware in conducting the arbitration. You acknowledge that this Agreement and your use of the Site evidence a transaction involving interstate commerce. The United States Federal Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to the Mandatory Arbitration clause in this Agreement.
Notwithstanding the above, either party may bring an individual claim in small claims court and either party may seek injunctive or equitable relief for the protection of its Intellectual Property rights, trade secrets, or confidential information in a court of competent jurisdiction.
IF YOU ARE A NEW USER OF THE WEBSITE OR SERVICES, YOU CAN CHOOSE TO REJECT THIS ARBITRATION AGREEMENT ("OPT-OUT") BY MAILING US A WRITTEN OPT-OUT NOTICE. THE OPT-OUT NOTICE MUST BE POSTMARKED NO LATER THAN THIRTY (30) DAYS AFTER THE DATE YOU FIRST ACCEPTED THESE TERMS OF SERVICE. YOU MUST EMAIL THE OPT-OUT NOTICE TO SUPPORT@SOUNDS.CO, WITH SUBJECT: ARBITRATION OPT-OUT.
The Opt-Out Notice must state that you do not agree to this Arbitration Agreement and must include your name, address, phone number, and the email address used to log in to Your Account to which the opt-out applies. This procedure is the only way you can opt out of Arbitration. If you opt out of Arbitration, all other provisions of the TOS will continue to apply. Opting out of Arbitration has no effect on any other arbitration agreements that you may have entered into, or may in the future enter into, with us.
The Parties agree that all aspects of the arbitration proceeding, including the award, will be strictly confidential and not be disclosed to any third party, except as required by law or to enforce or confirm an arbitration award.
Notwithstanding the foregoing, this arbitration provision shall not be construed to waive any right or remedy that cannot be waived under applicable Delaware law.
Your use of the Site and the Services shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflicts of law principles.
Only if the mandatory Arbitration clause is deemed to be null and void or subject to Clause 26.15 above, any disputes relating to intellectual property rights, fiduciary duties, or equitable remedies shall be brought exclusively in the Delaware Courts. You expressly waive any challenge to jurisdiction or venue in these courts on the basis of forum non conveniens or any similar doctrine.
Any claim or cause of action arising out of or related to these TOS, the Site, or the Services must be filed within one (1) year after such claim or cause of action arose, or be forever barred, notwithstanding any statute of limitations or other law to the contrary. This one-year period shall apply to the maximum extent permitted under Delaware law. Where Delaware law mandates a longer period for a particular type of claim, such longer period shall apply only to that specific type of claim.
To the fullest extent permitted by applicable law, you and us hereby waive any right to a jury trial in connection with any dispute, claim, or controversy arising out of or related to these TOS, the Site, or the Services.
Our failure to enforce any right or provision of these TOS will not be considered a waiver of those rights. If any provision of these TOS is held to be invalid or unenforceable by a court, the remaining provisions of these TOS will remain in effect.
ENTIRE AGREEMENT
These TOS, along with our Data Protection & Privacy Policy and any other policies or agreements expressly referenced herein (including any terms related to the Services), constitute the entire agreement between you and us regarding your use of the Site and Services. They supersede and replace any prior or contemporaneous understandings, agreements, or communications, whether written or oral, relating to the subject matter herein.
No waiver, modification, or amendment to these TOS shall be binding unless agreed to in writing by us.
ASSIGNMENT
You may not assign, delegate, or transfer your rights or obligations under these TOS without our prior written consent. Any attempt to do so without our consent shall be null and void.
We reserve the right to assign, delegate, or transfer our rights and obligations under these TOS without prior notice to you. Such an assignment may include, but is not limited to, mergers, acquisitions, restructuring, or the sale of assets. By continuing to use the Site and Services, you consent to any such assignment.
The headings in these TOS are included for convenience only and shall not affect their interpretation or construction. Any use of the singular shall include the plural and vice versa, as the context requires. References to “including” or “such as” are to be read as “including without limitation” unless explicitly stated otherwise. Any ambiguities in the interpretation of these TOS shall not be construed against us as the drafting party.
These TOS will be binding upon each party hereto and its successors and permitted assigns.
If any provision of these Terms of Service is found to be invalid, unenforceable, or contrary to applicable law by a court of competent jurisdiction, that provision shall be severed from the Terms. The remaining provisions shall continue to be valid, enforceable, and remain in full force and effect. To the extent permitted by law, the court may modify the invalid provision to achieve the original intent of the TOS within the bounds of applicable law.
You and we are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by these TOS.
The headings used in this TOS are for convenience only, do not constitute a part of this TOS, and shall not be deemed to limit or affect any of the provisions hereof.
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