Terms of Service
Effective as of 4/21/22
This is a legal agreement between the person or organization using, purchasing, or opening an account for Services (“Customer” or “you”) and Vast Communications LLC d/b/a Studiobit (“Studiobit”).
IMPORTANT – READ CAREFULLY: YOUR USE OF AND ACCESS TO THE WEBSITE AND PRODUCTS AND SERVICES AND ASSOCIATED SOFTWARE OF STUDIOBIT AND ITS AFFILIATES IS CONDITIONED UPON YOUR COMPLIANCE WITH AND ACCEPTANCE OF THESE TERMS, WHICH INCLUDE YOUR AGREEMENT TO ARBITRATE CLAIMS. PLEASE REVIEW THOROUGHLY BEFORE ACCEPTING.
BY ACCESSING, INSTALLING OR USING STUDIOBIT’S SERVICES, WHETHER AS A PAID CUSTOMER OR FREE USER, YOU ARE AGREEING TO BE BOUND BY AND ACCEPT THESE TERMS AND CONDITIONS AND ALL EXHIBITS, ORDER FORMS AND INCORPORATED POLICIES (“THE AGREEMENT”). IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT USE THE SERVICES.
This Agreement governs the purchase and use of streaming services and related products and services of Studiobit (“Services”). Studiobit may alter, expand, or reduce the features of the Services from time to time without notice to you. You acknowledge that not all Services can be guaranteed from all locations. By using the Services, you consent to receive periodic email communications from Studiobit concerning the Services, including Studiobit’s material about other services and occasional service update bulletins. You affirm that you are of legal age and are otherwise fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement. Although Studiobit cannot absolutely control whether minors gain unauthorized access to the Services, access may be terminated without warning if Studiobit believes that you are underage or otherwise ineligible.
Section 1: Accounts
a) Registration: You may create an account to use certain features Studiobit offers. In creating an account you agree to (i) submit accurate and truthful information; (ii) to maintain the accuracy of such information; (iii) to have read and understood, and agree, to be bound by, these Terms; (4) that you are at least 18 years old; (5) that your use of the Services does not violate any U.S. law or regulation (e.g., you are not located in an embargoed country or not listed on any U.S. Government list as prohibited or restricted party under applicable export control laws or regulations). If you do not agree to, or cannot comply with, any of these Terms, do not use or access the Services.
b) Account Security: You are responsible for all activity that occurs under your account, including unauthorized activity. You must safeguard the confidentiality of your account credentials. If you are using a computer that others have access to, you must log out of your account after each session. If you become aware of unauthorized access to your account, you must change your password and notify us immediately.
c) Deletion: If you no longer want to use the Services, and would like your account deleted, you may contact us at privacy@studiobit.io. Once your account is deleted, you will not be able to reactivate your account or retrieve any content that you have added.
Section 2: Services; Term and Termination
Studiobit will provide the Services as described in the Service Description, and standard updates to the Services that are made generally available by Studiobit during the Term. Studiobit may, in its sole discretion, discontinue the Services or modify the features of the Services from time to time without prior notice.
a) Term: This Agreement begins when you first use our Services and continues so long as you use our Service or have an account with us, whichever is longer, and shall remain in effect until terminated in accordance with the provisions of this Agreement (the “Term”).
b) Termination: Either customer or Studiobit may terminate this Agreement at any time for convenience. If you fail to comply with any provision of this Agreement, Studiobit may terminate this Agreement immediately and retain any fees previously paid by you. Upon any termination of this Agreement, you must cease any further use of the Services. Studiobit may immediately suspend all Services, in whole or in part, if Studiobit determines that providing such Services pursuant to this Agreement violates any local, state or federal laws or regulations.
Section 3: Billing and Payment
a) Billing: By using the Services, you agree to pay for all Service usage and subscriptions at the prices provided by Studiobit or its agents and resellers. Applicable fees will apply starting from the day your Services are established. All invoices will be sent electronically to your submitted primary email address and are due according to invoice terms. If payment is not received the account could be subject to a late payment fee. In the event that payment is not received from you for Services rendered, without notice, Studiobit shall have the right to suspend all or any portion of Services to you. Studiobit may continue suspension, or at its discretion terminate you as a user, until such time as you paid all amounts due. Studiobit reserves the right to cancel Services, without notice to you, should Studiobit perceive fraud is occurring. Studiobit reserves the right to correct and receive payment for any errors on its charges for up to two years after the date of the incorrect charge. Studiobit reserves the right to change prices at any time provided, however, that Studiobit will provide you with prior notice and an opportunity to terminate this Agreement. Unless otherwise agreed, all fees paid to Studiobit are non-refundable.
b) Method of Payment: You agree that Studiobit may charge your credit card or other payment mechanism selected by you and approved by Studiobit all amounts due for services and send a statement to your address or email on record. You further agree that Studiobit may submit additional charges for the use of the Services each month, quarter, or year, as applicable, in accordance with this Agreement, without further authorization from you. When you provide your credit card, you represent and warrant to Studiobit that you are the authorized user of your designated card. You agree to promptly notify Studiobit of any changes to your designated card, account number, its expiration date, or your billing address, as applicable, and you agree to notify Studiobit if such designated card expires or is cancelled for any reason.
c) Subscriptions: All subscriptions automatically renew under the previously agreed terms, but at the then-current renewal price for the applicable Studiobit subscription plan, except as otherwise noted herein, unless Studiobit receives prior notice from you terminating this Agreement or an Order Form. All subscription changes and terminations must be completed from within your account online using the administration portal. The annual subscription plan fees associated with Studiobit’s annual subscription plans for the Services represent payment for twelve consecutive months of the Services which begin on the date of the start of your initial subscription (“Annual Activation Date”) for your account. The fees for any additional or subsequent annual subscription plans added to your account will be prorated from the initial Annual Activation Date in the event of a partial contract year and will end on the next anniversary of the initial Annual Activation Date. You will be responsible for any additional charges for services or usage not covered by the plan, billed on a monthly basis. If you cancel the Services prior to the end of the annual period, you will not receive a refund or credit for the unused portion of your billing period, unless you cancel within an applicable Free Trial Period (as described below), as described herein. At the next anniversary of your Annual Activation Date, your subscription will automatically renew for a subsequent twelve-month period at the then- current renewal price for the selected Studiobit annual subscription plan, unless you choose to switch to an alternate subscription plan or cancel the Services within 30 days prior to the anniversary of the Annual Activation Date.
d) Free Trial Period: From time to time, Studiobit may allow users to subscribe pursuant to a promotional offer granting a free trial for the Services (“Free Trial”). Free Trial subscribers will receive free use of the Services solely for a limited period of time, and all use of the Services shall be subject to the terms herein, plus all other restrictions, limitations and conditions identified in the specific promotional offer.
Notwithstanding any other provision in this Agreement, all Free Trial subscriptions are provided solely as an accommodation to the subscriber, and Studiobit reserves the right, at all times in its sole discretion, to terminate any Free Trial at any time without notice. Once the Free Trial period expires, the subscriber will be ineligible to subsequently establish another Free Trial account under the same or any other identity, unless expressly permitted to do so under the terms of a specific promotional offer.
e) Taxes, Fees, and Surcharges: You will pay, and Studiobit reserves the right to collect in arrears, all sales, use, consumption, goods and services, excise, or other taxes (other than taxes based upon Studiobit net income), fees surcharges, charges for universal support mechanisms (including without limitation any and all federal or state Universal Service Fund charges) or other charges of any nature whatsoever, now or hereafter imposed or assessed on Studiobit by any foreign, federal, state/provincial, county or local government authority upon or with respect to the Services provided. Additionally, you will pay, and Studiobit reserves the right to collect in arrears, any cost recovery fees Studiobit assesses to cover the administration and collection of taxes, fees, and surcharges. You shall indemnify Studiobit against any payments made by Studiobit which are your responsibility under this paragraph. If you claim exemption from charges, you must provide Studiobit with a current, valid exemption certificate from the applicable regulatory authority.
Section 4: Use of Service and Your Responsibilities
a) Responsibility and Prohibition: You may only use the Services pursuant to the terms of this Agreement. You are solely responsible for your and your hosts, moderators, guest speakers, and all other attendees (collectively, “Participants”) use of the Services and will not use such Services to (i) modify, disassemble, decompile, prepare derivative works of, reverse engineer or otherwise attempt to gain access to the source code of the Services; (ii) engage in any activity or use the Services in any manner that could damage, disable, overburden, impair or otherwise abuse, interfere with or disrupt the Services, user accounts, or any servers or networks connected to the Services or Studiobit’s security systems; (iii) market, or resell the Services to any third party; (iv) use the Services in violation of applicable laws, or regulations, including but not limited to anti-spam, export control, privacy, and anti-terrorism laws and regulations and laws requiring the consent of subjects of audio and video recordings and transcriptions; (v) use the Services to send unauthorized advertising, or spam (vi) harvest, collect, or gather user data without their consent; (vii) use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights or privacy of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation; (viii) use the Services, or permits it to be used, for purposes of product benchmarking or other comparative analysis intended for publication without Studiobit’s prior written consent; (ix) use the Services to develop or enhance any software, software code, or any derivative works of any software without Studiobit’s prior written consent; (x) use the Services as a direct competitor of Studiobit or for the purpose of monitoring the Services’ availability, performance, functionality or for any other benchmarking or competitive purposes; or (xi) crawl, “scrape,” or “spider” any page, data, or portion of or relating to the Services (through use of manual or automated means).
b) Reasonable Use Standard: Customers shall use the Services in a reasonable manner given the business purpose as determined by Studiobit in its sole and absolute discretion. For Subscription plans, Studiobit generally does not limit or impose additional fees for bandwidth consumption. However, this policy is subject to fair use. Use may qualify as unreasonable if you (i) engage in business activities that involve continual, uninterrupted, or consistently excessive use, (ii) make any misrepresentations to Studiobit that materially affect volume or type of use, (iii) engage in fraudulent or illegal use, or (iv) use Studiobit in any manner that harms Studiobit’s network or facilities or interferes with the use of the service by other Customers. Use that is inconsistent with the types and levels of usage by typical business customers on the same plan may be used as an indicator of abnormal or unreasonable use, including but not limited to abnormal call lengths, frequency, duration, or calling patterns that indicate an attempt to evade enforcement of the Reasonable Use Standard. Studiobit reserves the right to review your use to determine if it is consistent with this Reasonable Use Standard. In the event Studiobit determines that you may be engaging in unreasonable use, Studiobit may discuss the use with you and will determine the appropriate remedy. Such remedies may include moving you to an appropriate Subscription, charge additional fees for excessive use, or otherwise modifying, suspending, or terminating your access to the Services.
Section 5: Third Party Services
a) Connection: Studiobit allows you connect your Studiobit account to third party services (“Third Party Services”) including but not limited to third party platforms, third party APIs, and third party logins. By using a Third Party Service, you agree that your personal information may be collected by the applicable service provider, which is governed by the service provider’s privacy policy. Studiobit is not responsible for providing customer support with respect to Third Party Services. Studiobit is not responsible for actions or omissions by Third-Party Service providers and makes no representations or warranties about those services. Studiobit does not guarantee that it will maintain any specific integration with any Third-Party Service and it reserves the right to modify integrations, discontinue integrations, swap providers, or provide the same service by itself.
b) YouTube API: If you use the YouTube API, you agree to be bound by YouTube’s Terms of Service, available at https://youtube.com/t/terms, and Google’s Privacy Policy, located at http://www.google.com/policies/privacy. If you have connected your YouTube account to your Studiobit account via the YouTube API, you may revoke access to your data via the Google security settings page, located at https://security.google.com/settings/security/permissions.
c) Recordings: Certain Services provide functionality that allows you to record audio, video, and data shared during sessions. You are solely responsible for complying with all applicable laws in the relevant jurisdictions while using recording functionality. We disclaim all liability for your recording of audio, video or shared data, and you agree to defend, indemnify and hold us harmless from damages or liabilities related to the recording of any audio, video or data.
Section 6: Content
a) Your Content: You agree that you are solely responsible for the text, graphics, audio, video and other material (“Content”) sent or transmitted by you or displayed or uploaded by you in using the Services and for compliance with all laws pertaining to the Content, including, but not limited to, laws requiring you to obtain the consent of a third party to use the Content and to provide appropriate notices of third party rights. You represent and warrant that you have the right to upload the Content to Studiobit and that such use does not violate or infringe on any rights of any third party. Under no circumstances will Studiobit be liable in any way for any (a) Content that is transmitted or viewed while using the Services, (b) errors or omissions in the Content, or (c) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Content. Although Studiobit is not responsible for any Content, Studiobit may delete any Content, at any time without notice to you, if Studiobit becomes aware that it violates any provision of this Agreement, or any law. You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Services and you grant Studiobit and our parent, subsidiaries, affiliates, and their respective assigns, a nonexclusive, fully paid, worldwide, perpetual, irrevocable, royalty-free, transferable license (with the right to sublicense through unlimited levels of sublicensees) to use, copy, modify, reproduce, distribute, publicly display and perform, publish, transmit, display, remove, retain, repurpose, promote, and commercialize the Content in any and all media or form of communication whether now existing or hereafter developed, without obtaining additional consent, without restriction or notification, and without compensating you in any way, and to authorize others to do the same. Studiobit may use your Content alone or with content created by us or others. Further, you grant Studiobit a royalty-free license to use your name, likeness, image, and voice to identify you as the source of any of your Content. You irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding your Content that you may have under any applicable law under any legal theory. Further, you waive any and all claims against Studiobit relating to copyright infringement and/or any invasion or misappropriation of the right of privacy or publicity and warrant that you own or are authorized to grant all rights and permissions granted herein. You agree to defend, indemnify and hold us harmless from damages or liabilities related to the Content.
b) Licensed Content: We may provide stock audio, images, or videos from Studiobit or third-party licensors (collectively, “Licensed Content”) for use in Services. Subject to your compliance with the terms set forth herein, you may: (a) use Licensed Content available to your account type solely in conjunction with use of Services; and (b) distribute videos containing Licensed Content solely on or through Studiobit owned-and-operated online properties, YouTube, Facebook, Instagram, Twitter, and other similar online platforms that allow users to upload and share content. You may not distribute videos containing Licensed Content through any other means without our prior written approval. You may not (a) resell or file-share Licensed Content separately from your videos; (b) use or distribute Licensed Content other than as expressly permitted herein; or (c) create works that contain, in substance, only Licensed Content. All Licensed Content is owned by the applicable licensor. All rights not expressly granted herein are reserved.
Section 7: Copyright
a) Studiobit respects the intellectual property rights of others. It is our policy to respond to any claim that Content posted on the Service infringes on the copyright or other intellectual property rights (“Infringement”) of any person or entity. If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim via email to contact@studiobit.io, with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged Infringement as detailed below, under “DMCA Notice and Procedure for Copyright Infringement Claims”. You may be held accountable for damages (including costs and attorneys’ fees) for misrepresentation or bad-faith claims on the infringement of any Content found on and/or through the Service on your copyright.
b) DMCA: You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail) (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest; (ii) a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work; (iii) identification of the URL or other specific location on the Service where the material that you claim is infringing is located; (iv) your address, telephone number, and email address; (v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Section 8: Intellectual Property
The Services provided under this Agreement and all associated intellectual and proprietary rights are the sole property of Studiobit and/or its suppliers. Further, except as required for use of the Services, you have no right or license to use any of the trademarks or trade names owned by, licensed to or associated with Studiobit and its suppliers (the “Studiobit Marks”) during the term of this Agreement without express written consent from Studiobit. Despite prior approval, you will immediately cease and desist using the Studiobit Marks upon notice from Studiobit or upon termination of this Agreement for any reason. Any use by you of the Studiobit Marks other than as described above will constitute a breach of this Agreement for which, in addition to any other remedies available at law or in equity, Studiobit may terminate this Agreement.
Studiobit welcomes feedback regarding many areas of Studiobit’s Services, including its websites. Any ideas, suggestions, comments and/or other feedback you provide to Studiobit (“Feedback”) shall be deemed to be non-confidential and Studiobit shall be free to use such information on an unrestricted basis. The following terms shall apply to submissions of all Feedback: You agree that: (i) all submissions and their contents will automatically become the property of Studiobit, without any compensation; (ii) Studiobit may freely and irrevocably use, disclose, reproduce, license, sublicense, distribute or redistribute and otherwise commercialize the submissions and their contents for any purpose and in any way throughout the world, without royalty; (iii) there is no obligation for Studiobit to review the submission; and (iv) there is no obligation to keep any submissions confidential. For the avoidance of doubt, you will not submit any Feedback to Studiobit that (i) you have reason to believe is subject to any patent, copyright, or other intellectual property claim or right of any third party; or (ii) that is subject to license terms that seek to require any Studiobit product incorporating or derived from any Feedback, or other Studiobit intellectual property, to be licensed to or otherwise shared with any third party.
Section 9: No Warranties
ALL SERVICES PROVIDED BY STUDIOBIT ARE “AS IS”, “WITH ALL FAULTS” AND WITHOUT ANY WARRANTY. CUSTOMER UNDERSTANDS AND AGREES THAT STUDIOBIT SERVICE AND WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE”. STUDIOBIT, ITS AFFILIATES, SUPPLIERS, AND RESELLERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. STUDIOBIT MAKES NO WARRANTY OR REPRESENTATION REGARDING ANY INFORMATION, MATERIALS, GOODS OR SERVICES OBTAINED THROUGH STUDIOBIT’S SERVICES OR WEBSITES OR THAT STUDIOBIT’S SERVICES WILL MEET ANY OF THE CUSTOMER’S REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. THE USE OF STUDIOBIT’S SERVICES AND WEBSITES IS AT THE CUSTOMER’S SOLE RISK. STUDIOBIT IS NOT LIABLE FOR THE ACTS OR OMISSIONS OF OTHER SERVICE PROVIDERS, FOR ANY INFORMATION OR CONTENT OF COMMUNICATIONS, THIRD-PARTY SERVICES, OR EQUIPMENT FAILURE.
Section 10: Limitation of Liability
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL STUDIOBIT, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES,CONSULTANTS, AGENTS, SUPPLIERS, OR RESELLERS, BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, REGARDLESS OF THE LEGAL THEORY OF RECOVERY, EVEN IF STUDIOBIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR DAMAGES THAT ARE REQUIRED BY LAW TO BE PAID, CUSTOMER AGREES THAT ALL DAMAGES ARE EXCLUDED EXCEPT FOR THE DIRECT DAMAGES THAT ARE ACTUALLY INCURRED BY CUSTOMER IN REASONABLE RELIANCE, UP TO THE GREATER OF THE AMOUNT OF A REFUND OF THE PRICE CUSTOMER ACTUALLY PAID FOR THE SERVICE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FILING OF SUCH CLAIM REGARDLESS OF THE FORM OF ACTION OR CLAIM (E.G. CONTRACT, TORT, WARRANTY, STRICT LIABILITY, FRAUD, NEGLIGENCE OR OTHER LEGAL THEORY) OR ONE HUNDRED DOLLARS (US $100).
Section 11: Indemnification
You shall indemnify, defend and hold Studiobit, its affiliates, officers, directors, employees, consultants, agents, suppliers, or resellers harmless from any and all third-party claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including reasonable attorneys’ and related fees that arise out of or relate to Customer’s use of the Services (including and without limitation, any individual accessing the Services using the Customer’s account), any actual or alleged violation of this Agreement, any Order Form or applicable law, any infringement or violation by Customer or any individual accessing the Services using Customer’s account of any intellectual property, privacy or other right of any individual or entity.
Section 12: Governing Law; Binding Arbitration; Disputes
This Agreement is governed by and will be construed under the laws of the State of California. You agree that any claim or controversy arising out of or relating to the use of the Services or the property, products or services of Studiobit, or to any acts or omissions for which you may contend Studiobit or its employees, agents, affiliates, officers or directors are liable, including but not limited to any claim or controversy (“Dispute”), shall be finally and exclusively settled by arbitration in Los Angeles, California, and that said arbitration shall be governed by California law. Such arbitration shall be held in English before one arbitrator under the commercial arbitration rules of the American Arbitration Association (“AAA”) in force at that time. The arbitrator shall be selected pursuant to the AAA rules. To begin the arbitration process, a party must make a written demand therefore. Any judgment upon the award rendered by the arbitrator may be entered only in a state or federal court located in Los Angeles County, California, and you agree to submit to the jurisdiction of such court for that purpose. You and Studiobit agree that the arbitrator shall have limited authority to award damages such that the arbitrator shall not have the power to award damages in excess of those permitted under this Agreement and in no event more than actual compensatory damages. The agreement to arbitrate shall not be construed as an agreement or consolidation of arbitration between you and us under this Section with arbitration of disputes or claims of any other party, regardless of the nature of the issues or disputes involved.
YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND STUDIOBIT WILL BE RESOLVED BY BINDING ARBITRATION IN LOS ANGELES, CALIFORNIA. THUS, YOU GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS AND TO SERVE AS A PRIVATE ATTORNEY GENERAL OR IN ANY OTHER REPRESENTATIVE CAPACITY IN CONNECTION WITH A DISPUTE. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. YOU AND STUDIOBIT RETAIN THE RIGHT TO PURSUE INJUNCTIVE RELIEF IN COURT, AND AGREE TO SUBMIT EXCLUSIVELY TO THE JURISDICTION OF THE STATE OR FEDERAL COURTS LOCATED IN LOS ANGELES, CALIFORNIA, FOR THAT PURPOSE.
YOU MUST CONTACT STUDIOBIT WITHIN ONE (1) YEAR OF THE DATE OF THE OCCURRENCE OF THE EVENT OF FACTS THAT GIVE RISE TO THE CLAIM, OR YOU WAIVE THE RIGHT TO PURSUE ANY CLAIM BASED ON SUCH EVENT OR FACTS.
You also acknowledge and understand that, with respect to any Dispute, in the event Studiobit incurs attorney fees or expenses in connection with the collection of sums owed to Studiobit by you under this Agreement, we shall be entitled to recovery of those fees and expenses from you.
Section 13: Miscellaneous
a) Modification: Studiobit may elect to change or supplement the terms of this Agreement from time to time at its sole discretion. Studiobit will exercise commercially reasonable business efforts to provide notice to you of any material changes to this Agreement. Within ten (10) business days of posting changes to this Agreement (or ten (10) days from the date of notice, if such is provided) they will be binding on you. If you do not agree with the changes, you should discontinue using the Services. If you continue using the Services after such ten-business-day period, you will be deemed to have accepted the changes to the terms of this Agreement.
b) Severability: If any provision herein is held by a court to be illegal, invalid or unenforceable, the remaining terms shall not be affected or impaired thereby, and the illegal, invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original position and the allocation of risk.
c) Waiver: Any failure by a party to comply with this Agreement may be waived by the other party, but any such waiver must be in writing signed by the waiving party and will not be deemed a waiver of any subsequent failures or of any other obligations, agreements or conditions contained herein.
c) Independent Contractors: The parties’ relationship to each other shall be that of independent contractors and nothing in this Agreement creates a partnership, agency, fiduciary or employment relationship between the parties.
d) Assignment: You may not assign, delegate or transfer this Agreement or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Studiobit’s prior written consent. We may transfer, assign, or delegate this Agreement and our rights and obligations without consent.
e) Privacy: Studiobit’s Privacy Policy is incorporated into this Agreement and shall be considered part of this Agreement.
f) Survival: Sections 2 through 11, inclusive, shall survive any termination of this Agreement.
g) Publicity: If Studiobit elects to issue a press release pertaining to this Agreement, Studiobit and you agree to cooperate in a joint press release, subject to both parties’ prior review and approval, announcing the execution of this Agreement. You agree to allow Studiobit to name you as a client of Studiobit in any marketing material Studiobit may create from time to time. Studiobit will not use your trademarks or trade names, other than the corporate name and/or logo or solely to the extent used in Studiobit’s internal business communications and/or presentations, in any marketing materials without your prior written consent, which shall not be unreasonably withheld.
h) Order of Precedence: If there is a conflict between or among the documents applicable to this Agreement, the order of precedence for resolving the conflict is (in descending order): (a) a fully signed Order Form, but only for purposes of that particular Order Form; (b) the body of this Agreement; and (c) the exhibits, schedules and other attachments to this Agreement.
Section 14: Entire Agreement
This Agreement states the entire agreement between the parties and supersedes all prior representations, agreements, proposals, correspondence, discussions, meetings, negotiations and/or any other understandings relating to its subject matter. Any attempt by you to supplement or modify this Agreement will be considered an attempted material alteration of this Agreement and such attempted material alteration is therefore null and void. The Agreement may be agreed to online, or executed by electronic signature or in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same document. No person or entity, except for Third Party Services, not a party to the Agreement will be a third-party beneficiary.
