(1) PARTIES—This agreement, effective April 6, 2016 and updated November 16, 2017, is made between Audtra Benefit Corp, a Delaware benefit corporation referred herein as “benefit corporation,” and all users or consumers (individuals referred herein as “user”) of the Audtra mobile app, Audtra.com, its social media accounts, content, events, and/or derivatives thereof (products and services referred herein as “platforms”).
(2) INTELLECTUAL PROPERTY—All concept(s), work, design(s), files, materials, images, font/color identification, information, techniques, know-how, and portion(s) thereof on, of, accessible via, and related to the platforms are the intellectual property, pending patents (No. 62/456,604, Social Audio/Transcription and Analytics Platform et. al), copyright (#PAu003828366, #TXu002052395, #PAu003870389, et. al), trade dress, and trade secret of the company. Excluding usage, consumption, and sharing on an as-is or as-provided basis, the user does not have authorization to and will not copy, duplicate, reproduce, modify, create derivative or competing work(s), share, disclose, publish, data mine, reverse engineer, disassemble, or otherwise use any of the aforementioned or anything contained herein for any purpose, including but not limited to commercial, personal, nonprofit, educational, or non-commercial use, even after usage or consumption termination. The mobile app is only available in the Apple App Store and Google Play Store.
(3) PRIVACY—The benefit corporation does not review non-submitted, saved content, or share such content with third parties. Operating under a No-Knowledge convention nearly identical to the Zero-Knowledge convention from concept, each audio file is saved to the benefit corporation's server as a random number string, under multiple subfolders saved as random number strings, with no user information attached. The same applies to transcription data. The logic combines the data types for display on the app (client-side or "front-end"), with no ability to identify or view a user's individual or collective data on the server-side or "backend," unless submitted by the user. Audtra's No-Knowledge privacy derives from the founder, a private figure who does not speak to press, make public appearances (science fairs excluded), or have any personal online profiles (Audtra-related excluded), and values reciprocal respect of privacy.
Previously, generic advertising identifiers (IDFA), namely, device type, app categories installed, and generic user demographics (gender, age group, and geography) were used by third-party ad networks to serve ads and unrelated to content, with the benefit corporation having no history of data selling.
(4) LICENSE—For non-submitted, saved content using the Audtra mobile app, the user hereby assigns to the benefit corporation, non-exclusively and worldwide, the royalty-free, sublicensable, transferable right(s), title, interest (whether or not now existing), and license to store, display, distribute, and transmit the saved content on the mobile app as defined by individual settings for each content entry. Content deleted by the user are permanently deleted and unretrievable from Audtra.
For submitted content, the user hereby assigns to the benefit corporation, non-exclusively and worldwide, the royalty-free, sublicensable, transferable, and irrevocable right(s), title, interest (whether or not now existing), and license to reproduce, modify, create derivative works, adapt, share, disclose, publish, commercially use, store, display, distribute, transmit, broadcast, reenact, and perform the submitted content, including but not limited to art, image/likeness, and feedback. Submitted content may be anonymized for use in scientific research studies and publication on researchers' websites.
(5) INFORMATION—Users are required to provide their real name or brand name, age, and city to maintain the benefit corporation's authenticity culture and standard of no trolling ability. By submitting content, the user authorizes storage and publication of name (if not submitting anonymously), age, city, and entry details for the purpose of attributing the submitter publicly, along with email to contact the submitter in relation to the submitted content, should the need arise.
(6) FREEMIUM—Storage ($1/year post-trial month), report privacy ($1/year), influencer ($1/month), and transcription editing ($0.49/year post-trial year) are subscriptions charged to iTunes/Google Play Accounts upon confirmation. Accounts will be charged for renewal within one day of the current period end, unless cancelled or auto-renew is disabled at least one day before the current period end in iTunes/Google Play Settings. Unused trial portions will be forfeited upon subscribing.
(7) INDEMNIFICATION—The user represents and warrants that it is 13 years or older to prevent U.S. Child Online Privacy Protection Act (COPPA) violation fines, and has all necessary competency, rights, licenses, and permissions to grant the aforementioned licenses and agree to the terms herein, and that submitted content and submission itself, do not and will not violate any intellectual property rights (including but not limited to copyrights and trademark rights) of any third party. The parent(s) or legal guardian(s) assume legal liability on behalf of minor users, regardless if they read or accepted the user agreement. The user agrees that it will indemnify, defend, and hold the benefit corporation, employees, contractees, and affiliates harmless from any liability, cost(s) (including reasonable legal expenses), loss(es), injury, or damage(s) related to usage or consumption of the platforms, or from any claim or demand made by any third party due to violation of these representations and warranties, or otherwise arising out of submitted content.
(8) LIMITATIONS—The user agrees usage or consumption of the platforms are at the user’s sole risk. The benefit corporation disclaims all express or implied warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The benefit corporation, employees, contractees, and affiliates will not be liable for any cost(s), loss(es), injury, or direct, indirect, incidental, special, exemplary, punitive, or consequential damages from usage, consumption, unavailability, interruption, or error of the platforms, even if advised of the possibility of such damages.
The benefit corporation does not control and will not be liable for users’ conduct, actions, content, or information, including but limited to any offensive, inappropriate, obscene, unlawful, adult, or otherwise objectionable content shared or transmitted. However, the benefit corporation maintains an authenticity culture and standard of no trolling ability. Accordingly, as a private software as a service (SaaS) and privilege, not a right, the benefit corporation retains the right to refuse service, delete, and block any user without notice for false user information, agreement violation, a year of inactivity, or misconduct including but not limited to hate speech, harassment, or promoting violence.
The aggregate liability of the benefit corporation will not exceed the greater of the amount the user has paid the benefit corporation within the past twelve months or $50 USD. This amount shall be in lieu of all other remedies the user may have against the benefit corporation. Any cause of action related to the platforms must be brought by the user within one year after the cause of action arises or be forever waived and barred.
(9) ARBITRATION—The user is required to resolve any claim on an individual basis by first submitting to confidential, binding arbitration in New York, New York for claims that may arbitrated under the applicable law. This precludes the user from bringing any class, collective, or representative action against the benefit corporation and also precludes the user from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against the benefit corporation by someone else. The user agrees any claim will be settled by binding arbitration between the two parties, and not in a court of law. The user acknowledges and agrees that it is waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding.
The parties shall choose a single arbitrator designated by the American Arbitration Association. The arbitration proceeding shall in all cases be governed by the Commercial Arbitration Rules and Procedures of the American Arbitration Association then in effect. The award of the arbitrator shall be final and binding on all parties hereto and provide for costs and attorneys’ fees to be paid to the substantially prevailing party.
For claims deemed not subject to arbitration under the applicable law, after conclusion of the arbitration, either party may file a civil action in the state or federal courts of Kent County, Delaware. To the extent the user has violated or threatened to violate the benefit corporation’s intellectual property rights, it may seek injunctive or other appropriate relief in any state or federal court in the State of Delaware. The user hereby consents to, and waive all defenses of, lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of Kent County, Delaware for any dispute between the user and the benefit corporation. To the fullest extent permitted by applicable law, no arbitration under this agreement shall be joined to an arbitration involving any other party subject to this agreement, whether through class action proceedings or otherwise.
(10) ALL RIGHTS RESERVED—If the benefit corporation fails to enforce this agreement, it will not be considered a waiver. If any portion of this agreement is found unenforceable, the remaining portion(s) will remain in full force and effect. All other rights reserved.
This user agreement is available on Audtra.com, in the App Store page's License Agreement section, and linked to a copy during registration. It may be updated at anytime. By registration, usage, or consumption of the platforms, the user and parties hereto hereby accept this agreement, pursuant to the exclusive laws of the United States and State of Delaware, without regard to conflict of law provisions.