AUDIOSTRIP TERMS OF USE

These terms apply to your use of our Services. Please read them carefully before you use any of our Services or subscribe to our Premium Plan, as they set out important information about your and our rights and obligations. You must agree to these terms before you use our Services. You must be at least 18 years old to use our Services. This contract sets out your legal rights and responsibilities and our legal rights and responsibilities. Your attention is particularly drawn to clause 15 of these terms, which sets out important limits and exclusions of our liability to you. In these terms:

• ‘we’, ‘us’ or ‘our’ means AudioStrip Ltd; and
• ‘you’ or ‘your’ means you as the user of our Services.

If you have any questions about these terms or any purchases you have made, please contact us by sending an email to basil@audiostrip.co.uk.

Welcome to AudioStrip!

We are AudioStrip Ltd, (trading as AudioStrip), a company registered in England and Wales under company number 13655980. Our website is https://www.audiostrip.com/. The details of these terms will not be filed by us. Please print out or save a copy of these terms for your records as we will not save a copy for you.

What is AudioStrip?

AudioStrip is our artificial intelligence platform which provides a number of artificial intelligence tools orientated around music.

Services: When we refer to our ‘Services’ within these terms, we are referring to our various AI tools available on our website, in our software and/or on our applications. Some of these are Free Services. Others have restricted access and require a Premium Plan.

Free Services: When we refer to ‘Free Services’ throughout these terms, we are referring to the services available here.

Premium Plan: When we refer to ‘Premium Plan’ throughout these terms, we are referring to the services available here.

Input Sound Recordings: When we refer to ‘Input Sound Recordings’ throughout these terms, we are referring to any audio recordings whatsoever that you upload to our website, software and/or applications.

Output Sound Recordings: When we refer to ‘Output Sound Recordings’ throughout these terms, we are referring to any audio recordings whatsoever that we make available to you for download through our website, software and/or applications.

Important information on downloading costs and ‘bill shock’:

Please check the file size of the Input Sound Recordings, Output Sound Recordings, our software and our applications carefully. Uploading Input Sound Recordings or downloading Output Sound Recordings, software and applications could use internet or mobile data. Using too much data might mean that you exceed your data limit and you could face paying more than you were expecting.

1 Introduction

• 1.1 If you use any of our Services (whether a Free Service or Premium Plan) you agree to be legally bound by these terms.
• 1.2 The Services may be provided to you online, in the form of a mobile and/or desktop application(s) and/or may be integrated in a third party service.
• 1.3 This contract is only available in English. No other languages will apply to this contract.
• 1.4 When you use our Services you also agree to be legally bound by:
  • 1.4.1 our Website Terms, found here;
  • 1.4.2 extra terms which may add to, or replace some of, this contract. This may happen for security, legal or regulatory reasons. We will contact you to let you know if we intend to do this by giving you one month’s notice.
  • 1.4.3 specific terms which apply to our programmes, mobile and/or desktop application(s).
  • 1.4.4 specific terms which apply to a third party service the Services are integrated into. All of the above documents form part of this contract as though set out in full here.

2 Your privacy and personal information

• 2.1 Our Privacy Policy is available here.
• 2.2 Your privacy and personal information are important to us. Any personal information that you provide to us will be dealt with in line with our Privacy Policy, which explains what personal information we collect from you, how and why we collect, store, use and share such information, your rights in relation to your personal information and how to contact us and supervisory authorities if you have a query or complaint about the use of your personal information.

3 Using our Services

• 3.1 You will be considered to have used our Services if you upload Input Sound Recordings to our website, software or applications or download any Output Sound Recordings from our website, programmes or applications.
• 3.2 If you wish to use any premium features, available under our Premium Plan, you will first be required to subscribe to the Premium Plan (please see clauses 4, 6 and 7 for details).
• 3.3 Detailed descriptions of our Premium Plan and Free Services can be found here. Please read and check the description of your chosen Services carefully before using them.
• 3.4 Before you use our Services, you must check that the hardware and software requirements of your computer or device mean that you can:
  • 3.4.1 Upload your Input Sound Recordings (if applicable);
  • 3.4.2 Download the Output Sound Recordings (if applicable); and
  • 3.4.3 Download, install and run any programmes or applications required for the Services.
• 3.5 We will not be held responsible if:
  • 3.5.1 the Input Sound Recordings are incompatible with our website, programmes or applications;
  • 3.5.2 the Output Sound Recordings are incompatible with your system or equipment; or
  • 3.5.3 our website, programmes or applications required for the Services are incompatible with your system or equipment.
• 3.6 Our key technical requirements are as follows:
  • 3.6.1 Compatibility requirements: you will need a computer with internet access and adequate available storage to download Output Sound Recordings and any programmes or applications required for the Services. Your internet browser must be able to download such programmes and applications.
  • 3.6.2 Format and quality: Our Output Sound Recordings will often be WAV, FLAC, or MP3 audio files. Your internet browser and computer must be able to download such files. Your audio-visual software and equipment must be compatible with these file types.

4 Premium Plan - subscription

• 4.1 You can subscribe to a Premium Plan here.
• 4.2 You will be required to provide accurate details, including but not limited to your name, billing address and email address.
• 4.3 When you subscribe to a Premium Plan, at the end of the online registration process (eg when you click on the ‘register’ button), we will confirm your order by showing your order in your account. Click ‘My Account’ to view this (the “Confirmation”). This will only occur if we have received payment. At this point:
  • 4.3.1 a legally binding contract with regards to your Premium Plan will be in place between you and us; and
  • 4.3.2 you will be permitted to use the Premium Plan features.
• 4.4 If the Confirmation is not displayed, we may not have accepted your order. This is typically for the following reasons:
  • 4.4.1 the Premium Plan is unavailable;
  • 4.4.2 we cannot authorise your payment;
  • 4.4.3 you are not allowed to use the Premium Plan;
  • 4.4.4 we are not allowed to provide the Premium Plan to you; or
  • 4.4.5 there has been a mistake on the pricing or description of the Premium Plan.

5 Free trials

• 5.1 From time to time, we may offer free trials of our Premium Plan. These will be available for a limited time only and will come with separate terms and conditions which you must abide by in addition to these terms.
• 5.2 Free trials are available to first time customers of our Premium Plan only.
• 5.3 You will be ineligible for a free trial of our Premium Plan if you have previously had a free trial or previously been subscribed to our Premium Plan.
• 5.4 You must not create separate accounts in an attempt to gain access to multiple free trials. If we suspect you of doing so, we reserve our right to suspend your access to our Services, as per clause 8.

6 Premium Plan - price & payment

• 6.1 Our Premium Plan and its price is subject to change at any time. If we make changes, we will provide you with advance notice, and the changes will only apply to your next billing cycle if you renew your Premium Plan as per clause 7.
• 6.2 We accept the following credit cards and debit cards: Visa, Mastercard, American Express, Discover, Diners Club, China UnionPay, Paypal, Google Pay, Apple Pay. We do not accept bank transfers, cash or cheques.
• 6.3 We will do all that we reasonably can to ensure that all of the information you give us when paying for your Premium Plan is secure by using an encrypted secure payment mechanism. However, in the absence of negligence on our part, any failure by us to comply with this contract or our Privacy Policy (see clause 2) or breach by us of our duties under applicable laws, we will not be legally responsible to you for any loss that you may suffer if a third party gains unauthorised access to any information that you give us.
• 6.4 Your credit card or debit card will be charged as soon as you complete checkout of your order, at which point you will automatically have access to the Premium Plan services when you next log into your account.
• 6.5 All prices are in pounds sterling (£)(GBP) or ($)(USD) and include VAT at the applicable rate.

7 Premium Plan - term, renewal & cancel

• 7.1 When you subscribe to a Premium Plan, you consent to your Premium Plan starting immediately after you have placed your order (by clicking the ‘register’ button). You acknowledge that this means you lose your right to cancel this contract and you will be subscribed for a minimum period of 1 month (or the duration of the free trial period, if a free trial is redeemed).
• 7.2 Once the Premium Plan starts, you are not entitled to a refund unless the Premium Plan features or Output Sound Recordings are faulty.
• 7.3 Your Premium Plan will renew automatically for additional, successive 1 month periods thereafter.
• 7.4 We will automatically charge you a subscription fee on the date of commencement of each applicable 1 month renewal period, unless you cancel your Premium Plan before the relevant date of renewal.
• 7.5 AUTOMATIC RENEWAL: AS STATED ABOVE, IF YOU DO NOT CANCEL THE AUTOMATIC RENEWAL OF YOUR PREMIUM PLAN PRIOR TO THE COMMENCEMENT OF AN APPLICABLE 1 MONTH RENEWAL PERIOD, WE WILL AUTOMATICALLY CHARGE YOUR PAYMENT ACCOUNT AT THE BEGINNING OF EACH SUCCESSIVE 1 MONTH PERIOD.
• 7.6 You can cancel the automatic renewal of your Premium Plan at any time by logging into your account, clicking on ‘account settings’ and selecting ‘unsubscribe’.
• 7.7 You will lose access to the Premium Plan features as soon as you unsubscribe and we are unable to offer any refund for any unexpired period of your Premium Plan.

8 Termination

• 8.1 We retain the right to terminate our Services, and (if applicable) partially or completely suspend your access to our Services. We may exercise this right in the following circumstances:
  • 8.1.1 With 1 days’ notice for our convenience, at our sole discretion; or
  • 8.1.2 Immediately if we reasonably suspect your unauthorised use of the Services, Input Sound Recordings, Output Sound Recordings or non-compliance with the provisions set forth in these terms.
• 8.2 If the Services are terminated for any reason, your rights under these terms will expire automatically. You must immediately stop accessing, downloading, and using the Services or any Output Sound Recordings.

9

If our Services to you end or are terminated, it will not affect our right to receive any money which you owe to us under these terms or any other agreement you have with us.

10 Downloading Output Sound Recordings

• 10.1 If something happens which is outside of our control and affects your ability to download an Output Sound Recording that should have resulted from your use of our Services, we will let you know when you can expect to be able to download the relevant Output Sound Recording.
• 10.2 You will be permitted to access and download Output Sound Recordings within the remit of your chosen Service.
• 10.3 We reserve the right from time to time to withhold Output Sound Recordings from our website, programmes, and applications without notice to you.

11 Nature of the Services and Output Sound Recordings

• 11.1 We are under a legal duty to supply Services and Output Sound Recordings that are in conformity with this contract.
• 11.2 When we supply an Output Sound Recording:
  • 11.2.1 we will use all reasonable efforts to ensure that it is free from defects, viruses and other malicious content;
  • 11.2.2 we do not promise that it is compatible with any third party software or equipment except where we have said that it is in the guide to its use or on our website;
  • 11.2.3 you acknowledge that there may be minor errors or bugs in it; and
  • 11.2.4 you acknowledge that the audio may be of a lesser quality to the Input Sound Recordings and/or contain imperfections (including but not limited to imperfections in the volume, texture, dynamics, frequency range and audio clarity) as is typical of new, emerging and experimental AI technologies and sound treatments.

12 Faulty goods and services

• 12.1 If our Services or Output Sound Recordings are faulty, please contact us using the contact details at the top of this page.
• 12.2 To avoid faults in the Services and/or Output Sound Recordings you must:
  • 12.2.1 use compatible third party software and equipment with our website, programmes, applications and Output Sound Recordings;
  • 12.2.2 conform with the technical and compatibility requirements in these terms;
  • 12.2.3 use good quality Input Sound Recordings;
  • 12.2.4 at all times, use an accessible email address;
  • 12.2.5 if you are subscribed to a Premium Plan:
    • (a) keep your account up to date, in particular your personal details, contact details and email address; and
    • (b) remember your account login information.

13 Ownership, authority and responsibility

• 13.1 We own or have the authority to use all current and future technology and intellectual property rights in the technology underlining our Services. We grant you a limited, non-exclusive, and revocable licence to access and use the technology underlining our Services in accordance with these terms only.
• 13.2 We do not claim ownership of any Input Sound Recordings or Output Sound Recordings. You are solely responsible for any Input Sound Recordings and/or Output Sound Recordings, including for ensuring that the Input Sound Recordings and Output Sound Recordings do not violate any applicable laws, including but not limited to any laws surrounding intellectual property subsisting in sound recordings or musical compositions.
• 13.3 You grant to us a licence and all necessary consents under the Copyright, Designs and Patents Act 1988 (“Act”) to use the Input Sound Recordings in the provision of our Services to you.
• 13.4 Audiostrip WILL NOT use your Input Sound Recordings for any other purpose, including but not limited to:
  • We WILL NOT use it for public display or performance;
  • We WILL NOT use it for distribution to third parties;
  • We WILL NOT use it for marketing or promotional activities;
  • We WILL NOT use it for training or improving any artificial intelligence or machine learning models;
  • We WILL NOT use it for aggregating with other users' data for any purpose.

14 Your warranties to us

• 14.1 You warrant that you:
  • 14.1.1 are over the age of 18 years old;
  • 14.1.2 have the legal capacity, power and authority to enter into these terms;
  • 14.1.3 have obtained all necessary consents and authorisations to handle and exploit the Input Sound Recordings, in particular you have obtained consent from all rights holders to apply our Services to the Input Sound Recordings.
• 14.2 If you use our Services in connection with your employment, you affirm and warrant that you have the authority to bind your employer or company to these terms.
• 14.3 If you subscribe to a Premium Plan, you warrant that you will:
  • 14.3.1 provide and maintain true and accurate personal details on your account, including your contact details and email address;
  • 14.3.2 keep your password confidential; and
  • 14.3.3 not let any other legal entity use or access your account.
• 14.4 If you enrol in a free trial, you warrant that you:
  • 14.4.1 have never been subscribed or had a free trial to our Premium Plan; and
  • 14.4.2 will not create separate accounts in an attempt to gain access to multiple free trials of our Premium Plan.
• 14.5 You will not use our Services, Input Sound Recordings or Output Sound Recordings for a purpose that is illegal, in breach of these terms or in breach of any third party rights.
• 14.6 You warrant that the Input Sound Recordings do not:
  • 14.6.1 infringe any copyright, trademark or other proprietary or intellectual property rights of any third party;
  • 14.6.2 include any material which is defamatory of any party or obscene; and
  • 14.6.3 contain any viruses or other programming routines that detrimentally interfere with computer systems, technology or data.

15 Limitations on our liability

• 15.1 Except for any legal responsibility that we cannot exclude in law (such as for death or personal injury) or arising under applicable laws relating to the protection of your personal information, we, our subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and shareholders, are not legally responsible for any:
  • 15.1.1 losses that were not foreseeable to you and us when the contract was formed;
  • 15.1.2 losses that were not caused by any breach on our part;
  • 15.1.3 business losses;
  • 15.1.4 losses to non-consumers; and
  • 15.1.5 losses that were the result of the acts or omissions of artificial intelligence applied in the provision of the Services.
• 15.2 Our aggregate liability to you under these terms shall not exceed the greater of £100 or the amounts (if any) paid by you to us during the 12 months prior to the claim.
• 15.3 While we use reasonable efforts to not infringe third party intellectual property rights, we do not represent, warrant or promise (whether express or implied) that any Output Sound Recordings or materials used or supplied as part of the Services do not infringe third party intellectual property rights. Any reliance you place on us is at your own risk. Nothing in these terms shall operate to prejudice any mandatory statutory requirement or your statutory rights.
• 15.4 We are not liable to you for any costs, claims, damages or expenses incurred by you with respect to any intellectual property infringement claim or other claim relating to the Input Sound Recordings, Output Sound Recordings or materials used or supplied by us to you.
• 15.5 If any Input Sound Recording is suspected to infringe a third party's rights, we reserve the right to bar the Input Sound Recording from being uploaded to our website, programmes or applications and terminate our Services to you.
• 15.6 If any Output Sound Recording is suspected to infringe a third party’s rights, we reserve the right to withhold the Output Sound Recording from you and/or immediately terminate our Services to you.
• 15.7 You agree that the limitations in this clause 15 are reasonable.

16 Indemnity

• 16.1 You agree to indemnify, us, our subsidiaries, affiliates, licensors, employees, officers, directors, agents, service providers and anyone on their behalf from any argument, claim, damage, reputational damage, loss, loss of profit, payment or expense (including legal fees and legal expenses) that might arise due to:
  • 16.1.1 your use of the Services, the Input Sound Recordings, the Output Sound Recordings, artificial intelligence on the Input Sound Recordings or Output Sound Recordings;
  • 16.1.2 your use of our website, our programmes or our applications; and
  • 16.1.3 your breach of the provisions of these terms, including but not limited to the warranties at clause 14.

17 Assignment

• 17.1 We may transfer our rights under these terms to another business without your consent, but we will notify you of the transfer and make sure that your rights are not adversely affected as a result.
• 17.2 You are not allowed to transfer your rights under these terms to anyone without our prior written consent.

18 Changes to terms

We reserve the right, at our absolute discretion, to make amendments to these terms, our Free Services, Premium Plan, our Private Policy, our Website Terms and any other document mentioned in any such terms from time to time. You confirm your acceptance of changes to any such terms through your continued use of our Services.

19 Third party rights

No one other than a party to this contract has any right to enforce any term of this contract.

20 Disputes

• 20.1 We will try to resolve any disputes with you quickly and efficiently. If you are unhappy with our Services, or Output Sound Recordings you have received or any other matter, please contact us as soon as possible using the contact details set out at the top of this page.
• 20.2 The laws of England and Wales apply to this contract.
• 20.3 Any disputes will be subject to the exclusive jurisdiction of the courts of England and Wales.