AUDIOHQ
TERMS OF USE
Carefully read these terms and conditions of use (“Terms of Use”) as they govern your access to and use of DAX US d/b/a AudioHQ’s (“AudioHQ,” “we,” “us,” and “our”) website at https://thisisdax.com/us and https://thisisdax.com/ca (the “Website”). Your acceptance of, and compliance with, these Terms of Use is a condition to your use of the following:
By clicking “Accept,” you acknowledge that you have read in its entirety, understand, and fully accept all terms and conditions contained in these Terms of Use and our Privacy Policy.
Binding Arbitration. These Terms of Use provide that all disputes between you and AudioHQ that in any way relate to these Terms of Use or your use of the Website will be resolved by BINDING ARBITRATION. ACCORDINGLY, YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT (INCLUDING IN A CLASS ACTION PROCEEDING) to assert or defend your rights under these Terms of Use (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury and your claims cannot be brought as a class action. Please review the Section below entitled Dispute Resolution; Arbitration Agreement for the details regarding your agreement to arbitrate any disputes with AudioHQ.
1. Ownership of the Website
All pages, features and content within this Website and any material made available for download are the property of AudioHQ, or its licensors or suppliers, as applicable. The Website is protected by United States and international copyright and trademark laws. The contents of the Website, including without limitation all data, files, documents, text, photographs, images, audio, and video, and any materials accessed through or made available for use or download through this Website (“Content”) may not be copied, distributed, modified, reproduced, published or used, in whole or in part, except for purposes authorized by these Terms of Use or otherwise approved in writing by AudioHQ. You may not frame or utilize framing techniques to enclose, or deep link to, any name, trademarks, service marks, logo, Content or other proprietary information (including images, text, page layout, or form) of AudioHQ without our express written consent.
2. Access to the Website, Security and Restrictions; Passwords
You are prohibited from violating or attempting to violate the security of the Website, including, without limitation, (a) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (b) accessing or using the Website or any portion thereof without authorization, in violation of these Terms of Use or in violation of applicable law.
You may not use any scraper, crawler, spider, robot or other automated means of any kind to access or copy data on the Website, deep-link to any feature or content on the Website, bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Website.
Violations of system or network security may result in civil or criminal liability. AudioHQ will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any activity being conducted on the Website.
3. Limitations on License. The license to use our Website is restricted as follows:
a. Limitations on Copying and Distribution. You may not copy or distribute content on the Website except to the extent that copying is necessary to use the Website for purposes set forth herein.
b. Limitations on Reverse Engineering and Modification. You may not reverse engineer, decompile, disassemble, modify or create works derivative of the Website, except to the extent expressly permitted by applicable law.
c. Proprietary Notices. You may not remove any proprietary notices (e.g., copyright and trademark notices) from content available on the Website or its documentation.
d. Compliance with Applicable Law. You are solely responsible for ensuring your use of the Website is in compliance with all applicable foreign, federal, state and local laws, and rules and regulations.
4. Accuracy and Integrity of Information
Although AudioHQ attempts to ensure the integrity and accuracy of the Website, it makes no representations, warranties or guarantees whatsoever as to the correctness or accuracy of the Website and content thereon. It is possible that the Website could include typographical errors, inaccuracies or other errors, and that unauthorized additions, deletions and alterations could be made to the Website by third parties. In the event that an inaccuracy arises, please inform AudioHQ so that it can be corrected. AudioHQ reserves the right to unilaterally correct any inaccuracies on the Website without notice. Information contained on the Website may be changed or updated without notice. Additionally, AudioHQ will have no responsibility or liability for information or content posted to the Website from any non-AudioHQ affiliated third party.
5. Typographical Errors and Incorrect Pricing
In the event a product or service is listed at an incorrect price due to typographical error or error in pricing information received from our suppliers, we have the right to refuse or cancel any orders placed for product / service listed at the incorrect price. We have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit or debit card charged. If your credit or debit card has already been charged for the purchase and your order is canceled, we shall promptly issue a credit to your credit or debit card account in the amount of the incorrect price.
6. Links to Other Sites
AudioHQ makes no representations whatsoever about any other website that you may access through the Website. When you access a non-AudioHQ website, please understand that it is independent from AudioHQ, and that AudioHQ has no control over the content on that website. In addition, a link to a non-AudioHQ website does not mean that AudioHQ endorses or accepts any responsibility for the content, or the use, of the linked website. It is up to you to take precautions to ensure that whatever you select for your use or download is free of such items as viruses, worms, Trojan horses, and other items of a destructive nature. If you decide to access any of the third party websites linked to the Website, you do this entirely at your own risk.
7. Disclaimer of Warranties
AUDIOHQ DOES NOT WARRANT THAT ACCESS TO OR USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE WEBSITE WILL BE CORRECTED. THESE WEBSITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE RELATED TO THE WEBSITE, IS PROVIDED “AS IS,” WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND TITLE/NON-INFRINGEMENT. AUDIOHQ DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR TIMELINESS OF THE INFORMATION OBTAINED THROUGH THE WEBSITE.
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE WEBSITE, WEBSITE-RELATED SERVICES, AND LINKED WEBSITES. AUDIOHQ DOES NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER DESTRUCTIVE PROGRAMMING. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACK UP AND SECURITY.
WARRANTIES RELATING TO PRODUCTS OR SERVICES OFFERED, SOLD AND DISTRIBUTED BY AUDIOHQ ARE SUBJECT TO SEPARATE WARRANTY TERMS AND CONDITIONS, IF ANY, PROVIDED WITH OR IN CONNECTION WITH THE APPLICABLE PRODUCTS OR SERVICES.
8. Limitation of Liability Regarding Use of the Website
AUDIOHQ AND ANY THIRD PARTIES MENTIONED ON THE WEBSITE ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING IN ANY WAY TO THE WEBSITE, WEBSITE-RELATED SERVICES, CONTENT OR INFORMATION CONTAINED WITHIN THE WEBSITE, AND/OR ANY LINKED WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE, WEBSITE-RELATED SERVICES, AND/OR LINKED WEBSITES IS TO STOP USING THE WEBSITE AND/OR THOSE SERVICES. TO THE EXTENT ANY ASPECTS OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, THE MAXIMUM AGGREGATE LIABILITY OF AUDIOHQ TO YOU WITH RESPECT TO YOUR USE OF THE WEBSITE IS $500 (FIVE HUNDRED DOLLARS).
9. Dispute Resolution; Arbitration Agreement.
We will try work in good faith to resolve any issue you have with the Website, including products and services ordered or purchased through the Website, if you bring that issue to the attention of our customer service department. However, we realize that there may be rare cases where we may not be able to resolve an issue to a customer’s satisfaction.
You and AudioHQ agree that any dispute, claim or controversy arising out of or relating in any way to these Terms of Use or your use of the Website, including products and services ordered or purchased through the Website, shall be determined by binding arbitration instead of in courts of general jurisdiction. Arbitration is more informal than bringing a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and is subject to very limited review by courts. Arbitration allows for more limited discovery than in court, however, we agree to cooperate with each other to agree to reasonable discovery in light of the issues involved and amount of the claim. Arbitrators can award the same damages and relief that a court can award, but in so doing, the arbitrator shall apply substantive law regarding damages as if the matter had been brought in court, including without limitation, the law on punitive damages as applied by the United States Supreme Court. You agree that, by agreeing to these Terms of Use, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and AudioHQ are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms of Use and any other contractual relationship between you and AudioHQ.
If you desire to assert a claim against AudioHQ, and you therefore elect to seek arbitration, you must first send to AudioHQ, by certified mail, a written notice of your claim (“Notice“). The Notice to AudioHQ should be addressed to: ATTN: LEGAL 358 5th Avenue Suite 301, New York, NY 10001 (“Notice Address“). If AudioHQ desires to assert a claim against you and therefore elects to seek arbitration, it will send, by certified mail, a written Notice to the most recent address we have on file or otherwise in our records for you. A Notice, whether sent by you or by AudioHQ, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand“). If AudioHQ and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or AudioHQ may commence an arbitration proceeding or file a claim in small claims court. During the arbitration, the amount of any settlement offer made by AudioHQ or you shall not be disclosed to the arbitrator. You may download or copy a form Notice and a form to initiate arbitration from the American Arbitration Association at www.adr.org. If you are required to pay a filing fee, after AudioHQ receives notice at the Notice Address that you have commenced arbitration, it will promptly reimburse you for your payment of the filing fee, unless your claim is for more than US $10,000. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules“) of the American Arbitration Association (“AAA“), as modified by these Terms of Use, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by requesting them from us by writing to us at the Notice Address. The arbitrator is bound by the terms of these Terms of Use. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of these Terms of Use, including this arbitration agreement. Unless AudioHQ and you agree otherwise, any arbitration hearings will take place in the county (or parish) of your billing address. (If you reside outside of the United States, any arbitration hearings will take place in your country of residence at a location reasonably convenient to you, but will remain subject to the AAA Rules including the AAA rules regarding the selection of an arbitrator). If your claim is for US $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds US $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. If the arbitrator issues you an award that is greater than the value of AudioHQ’s last written settlement offer made before an arbitrator was selected (or if AudioHQ did not make a settlement offer before an arbitrator was selected), then AudioHQ will pay you the amount of the award or US $1,000, whichever is greater. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. Each party shall pay for its own costs and attorneys’ fees, if any. However, if any party prevails on a statutory claim that affords the prevailing party attorneys’ fees, or if there is a written agreement providing for payment or recovery attorneys’ fees, the arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law.
YOU AND AUDIOHQ AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and AudioHQ agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
If this Agreement to Arbitrate provision is found to be unenforceable, then (a) the entirety of this arbitration provision shall be null and void, but the remaining provisions of these Terms of Use shall remain in full force and effect; and (b) exclusive jurisdiction and venue for any claims will be in state or federal courts located in and for New York, New York.
10. Revisions; General
AudioHQ reserves the right, in its sole discretion, to terminate your access to all or part of the Website, with or without cause, and with or without notice. In the event that any of the Terms of Use are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that these Terms of Use shall otherwise remain in full force and effect. These Terms of Use constitute the entire agreement between AudioHQ and you pertaining to the subject matter hereof. In its sole discretion, AudioHQ may from time-to-time revise these Terms of Use by updating this posting. You should, therefore, periodically visit this page to review the current Terms of Use, so you are aware of any such revisions to which you are bound. Your continued use of the Website after revisions to these Terms of Use shall constitute your agreement to the revised Terms of Use. Certain provisions of these Terms of Use may be superseded by expressly designated legal notices or terms located on particular pages within the Website.
