Terms of Service

Manav Financial Consultants Pvt. Ltd., India (“Audien.cc”, “we” or “us”) provides a software platform (the "Audien.cc Platform") that enables you to create, join or browse Social Networks (as defined below) built on the Audien.cc Platform. We also provide a set of services that will enhance your experience as a member of Social Networks on the Audien.cc Platform.


These Terms of Service contain general terms that apply to you as a user of the Audien.cc Platform, along with additional terms that may apply to you as a Network Creator (as defined below) if you decide to create your own Social Network. When using the Audien.cc Platform, you will also be subject to the Audien.cc Privacy Policy and additional posted guidelines, policies or rules applicable to specific services and features on the Audien.cc Platform, which may be posted by us from time to time (collectively, the "Guidelines"). All of these Guidelines are part of this Agreement and are hereby incorporated by reference. Additionally, if you are developing networks, products or services using Audien.cc's application programming interfaces ("APIs"), or have otherwise signed up for a developer account (thereby becoming a "Third Party Application Developer"), you will also be subject to the Audien.cc Application Developer Terms. If you are adding third party widgets and applications ("Third Party Applications") or adding custom code not provided by or endorsed by Audien.cc ("Non-Audien.cc Code") to your Social Networks or adding applications that may be developed or contributed by Audien.cc ("Audien.cc Applications") to either your Social Network or a third party web site, you will also be subject to the Audien.cc Applications Terms. TheAudien.cc Application Developer Terms and Audien.cc Applications Terms are hereby incorporated by reference. We strongly recommend that, as you read these Terms of Service, you also access and read the linked information.


These Terms of Service, including any Guidelines and future modifications (collectively the "Terms of Service" or "Agreement") govern your use of the Audien.cc Platform and is a legal contract between you and Audien.cc.


By registering with us or using or browsing the Audien.cc Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to these terms, you can stop using the Audien.cc Platform at any time.


The Audien.cc Platform is not directed to children younger than 13 and is offered only to users 13 years of age or older. If you are under 13 years old, please do not use the Audien.cc Platform. Any person who provides their personal information through the Audien.cc Platform represents to us that they are 13 years of age or older.


You represent that you are fully able and competent to enter into the terms, conditions, obligations, representations and warranties set forth in these Terms of Service. If you are using or creating aSocial Network on the Audien.cc Platform as a representative of a company or legal entity, (i) you represent that you have the authority to enter into this Agreement on behalf of that company or entity, and (ii) you agree that the terms "you" and "your" in this Agreement refers to your company or legal entity.


1. Definitions


"Content" means (i) any work of authorship in a Social Network, including, comments, recommendations, forums, photos, videos, music, sounds, images, text, files, listings, logos, trademarks, postings, messages, tags and other content added to or submitted with any of theforegoing; or (ii) other materials posted on or transmitted through any Social Network or theAudien.cc Platform. "Your Content" is any Content that you submit to a Social Network or theAudien.cc Platform, either as a Audien.cc Member, Network Member or Network Creator (all asdefined below). If you are a Network Creator, Your Content includes the name, logo, trademark, brand features and other Content that you (and not the Network Members of Your Social Network


(s) make available). Content does not include Network Code or Platform Code.


"Embeddable Widget" means any embeddable application provided and hosted by Audien.cc thatallows for the viewing or playing of audio, photos, video, text and other material on third party websites or services, including the Audien.cc Network Badge, Audien.cc Member Badge, Photo Slideshow and Audien.cc Videos.


"Members" means both Network Members and Audien.cc Members.


"Network Code" means the software code (i.e., HTML, Javascript, or PHP code) used to provide the functionality for a Social Network that is interpreted by the Platform Code (as defined below). Network Code consists of Audien.cc proprietary code, Third Party Software (as defined below), and may also consist of Your Code (as defined below), as applicable, but expressly excludes PlatformCode.


"Network Creator" is a Audien.cc Member who creates and operates one or more Social Networks on the Audien.cc Platform. A Network Creator is by definition a Network Member of each of his or her Social Networks.


"Network Members" are Audien.cc Members who have also registered with a particular SocialNetwork on the Audien.cc Platform using their Audien.cc ID. "Your Network Members" are Network Members who have registered with Your Social Network.


"Network Member Data" means data provided by or collected from a Network Member by aNetwork Creator for a particular Social Network, such as profile data, including certain items of registration information (e.g. email addresses), answers to Social Network profile questions, forum posts, and statistical information about Content contributed. Network Member Data does not include the Audien.cc ID or any Audien.cc Member Data.


"Audien.cc ID" is an account you create with Audien.cc which may include a name, email address, date of birth and password. When you register as a Network Member on one or more SocialNetworks on the Audien.cc Platform, you use the email address and password portion of your Audien.cc ID to authenticate with each such Social Network. Additionally, each Social Network of which you become a Network Member will have access to your date of birth, email address and name as stored in your Audien.cc ID and this information will be pre-populated into both Your Audien.cc Profile (as defined below) and Your My Profile (as defined below) upon sign-up.


"Audien.cc Members" are Users who complete a registration process with Audien.cc and obtain aAudien.cc ID. Audien.cc Members may also (but are not required to) become Network Members.


"Audien.cc Member Data" is data collected from Users by Audien.cc, including the data collected for the Audien.cc ID and any data provided in Your Audien.cc Profile (as defined below). Audien.ccMember Data does not include Network Member Data.


"Audien.cc Member Services" are the services provided by Audien.cc to Network Members. Audien.cc Member Services include, but aren't limited to: Network Member registration, Network Member sign in and authentication, a message center, friends, contact management (including theability to import contacts from third-party email services), and a set of Social Network membership management services, including a listing of the Social Networks to which a particular Network Member belongs and management of friends across those Social Networks. Audien.cc Member Services do not include any services that Network Creators provide to their Network Members.


"Audien.cc Network Creator Services" are the services Audien.cc provides to Network Creators. Audien.cc Network Creator Services include, but aren't limited to: a Network Creator's own SocialNetwork application; Network Member registration and authentication services; Network Member account management; Social Network management and security applications; internal and externalAPIs; Javascript-compatible APIs; a semi-structured content store; and Social Network display, management, and search services. Certain basic Audien.cc Network Creator Services are provided free of charge when you create a Social Network on the Audien.cc Platform.


"Audien.cc Profile" means information that, if you are a Audien.cc Member, you have provided to Audien.cc that is aggregated by Audien.cc into a master profile. Your Audien.cc Profile is separate from any profile that you create on a particular Social Network ("My Profile") and enables you to keep track of friends and messages across all Social Networks. "Your Audien.cc Profile" is a Audien.cc Profile created by you on the Audien.cc Platform.


"Audien.cc Technology" means the past, present and future content of the Audien.cc Platform, including all software in any format (including the Platform Code and Network Code), EmbeddableWidgets, hardware, products, processes, algorithms, user interfaces, know-how, techniques, organization, designs, text, images, photographs, illustrations, audio or video material, artwork, graphic material, podcasts, advertising copy, databases, proprietary information, all copyrightable or otherwise legally protectible elements of the Audien.cc Platform and all other tangible or intangible materials related to, displayed, performed or distributed on the Audien.cc Platform and theAudien.cc Platform itself, including, the selection, sequence, and "look and feel" and arrangement of items on the Audien.cc Platform, and all Audien.cc Marks (as defined below), domain names, patents, and other intellectual property. Audien.cc Technology does not include Your Content or Your Code.


"Platform Code" means the proprietary portion of the Audien.cc Platform that is used to interpret the Network Code and other services available on the Audien.cc Platform.


"Premium Services" are services provided by Audien.cc to Network Creators for a fee.


"Social Networks" consist of Network Code and other Content and are web applications running on top of the Audien.cc Platform. Social Networks are created by Network Creators and are provided for Network Members of that Social Network to interact and connect with other Network Members. Social Network features may include Network Member profiles, friends, invitations, discussion forums, photo sharing, video sharing, music and podcast sharing, events, latest activity streams, RSS feeds, pages, ratings, reviews, and recommendations, among others. If you are aNetwork Creator, "Your Social Network" is a Social Network created and operated by you on the Audien.cc Platform.


"Third Party Software" means software that is licensed to you by third parties, including software that is subject to so-called "open source" licenses, which means any software licenses approved as open source licenses by the Open Source Initiative or any substantially similar licenses, including any license that, as a condition of distribution of the software licensed under such license, requires that the distributor make the software available in source code format, and including the GNUGeneral Public License.


"Users" are all end users of the Audien.cc Platform, and include you, any unregistered users, allAudien.cc Members, all Network Members, all Network Creators and all Third Party Application Developers.


"Your Code" means any script, code, or other computer software uploaded by you to the Audien.cc Platform.


2. Your Code and Licenses to Your Code


You own Your Code. Audien.cc does not claim any ownership rights in Your Code. If you upload any of Your Code to the Audien.cc Platform, subject to the licenses granted by you herein, you continue to have the right to use and license Your Code in any way you choose (and you are responsible for protecting those rights as appropriate). You may only upload Your Code to theAudien.cc Platform, for use on Your Social Network, provided that Your Code complies with the terms of this Agreement. At any point, you can take Your Code from Your Social Network and cancel your account and Audien.cc shall not retain any license rights, except as provided below.

You hereby grant Audien.cc a non-exclusive, worldwide, perpetual, transferable, irrevocable, sublicenseable, royalty-free right and license to access, use, reproduce, store, modify, distribute, publicly display, publicly perform and create derivative works of Your Code (a) for the purpose of operating and making Your Social Network available on the Audien.cc Platform and in all current and future media in which the Audien.cc Platform may now or hereafter be distributed or transmitted; or (b) for our internal business purposes. Additionally, you hereby grant Audien.cc anon-exclusive, world-wide, transferable, irrevocable, sublicenseable royalty-free right and license to continue using, reproducing, archiving, caching, creating derivative works, publicly displaying and performing in perpetuity, any of Your Code that is incorporated into the Audien.cc Platform, provided that Audien.cc shall not use or distribute Your Code on a stand alone basis. The foregoing license does not limit Audien.cc's rights under any third party or open source license in which Your Code is licensed.

You are responsible for making sure that you have all rights in Your Code you upload or use and all rights that are necessary for you to grant the foregoing licenses to Your Code. You are solely responsible for ensuring that Your Code is compatible with any Audien.cc Technology. Audien.cc disclaims any liability or responsibility for any unauthorized use of Your Code by third parties or Users of Your Social Network and is not responsible for protecting Your Code.


3. Your Content and Licenses to Your Content


Audien.cc does not claim any ownership rights in Your Content. After posting Your Content, you continue to retain ownership of Your Content, and you continue to have the right to use and licenseYour Content in any way you choose. The Content that you upload to any Social Network needs to comply with the terms of this Agreement. At any point, you can take Your Content from Your SocialNetwork and cancel your account and Audien.cc does not retain any license rights except as provided below.


You hereby grant Audien.cc, during the course of your usage of the Audien.cc Platform, a non exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicenseable and transferable right and license to (i) use, reproduce, create derivative works of, distribute, publicly perform and publicly display Your Content (a) for the sole purpose of operating and making Your Content available on the Audien.cc Platform and in all current and future media in which the Audien.cc Platform may now or hereafter be distributed or transmitted or (b) for our internal business purposes; and (ii) disclose metrics regarding Your Content on an aggregated basis for advertising, marketing and business development purposes. If you wish to grant Users or the general public additional licenses to Your Content, please include the license terms with Your Content. Without limiting the foregoing, Audien.cc reserves the right to retain copies of Content for archival purposes after termination of the Agreement.


You hereby agree that if Your Content is removed from any Social Network due to a violation of these Terms, including in response to any valid DMCA (as defined below) take down notice or because such Content contains illegal images, Audien.cc shall have the right to use, reproduce and exploit Your Content in any manner without restriction, including in response to any subpoena or other judicial or administrative order, to assist government enforcement agencies or otherwise required by law and to protect the rights, property or safety of Audien.cc, any individual, or the general public.


You are responsible for making sure that you have all rights in Your Content, including the rights necessary for you to grant the foregoing licenses to Your Content. You are solely responsible for Your Content. You understand that whether or not Your Content is published or marked private by you, Audien.cc does not guarantee any confidentiality or privacy with respect to any of Your Content. You agree not to include any advertising in any of Your Content unless you purchase thePremium Service to run your own advertising on Your Social Network.


Additionally, you understand and agree that Your Content that is displayed on the Audien.ccPlatform may continue to appear on the Audien.cc Platform, even after you have terminated your Audien.cc Member or Network Member account or terminated these Terms of Service, as portions of Your Content may have been incorporated into Member profiles, RSS feeds or other features.


In addition to the rights, licenses and privileges referred to above, you agree that Audien.cc, in its sole discretion, may use and refer to your trademarks, service marks, trade names, image, character,logos, domain names and other distinctive brand features or identification in marketing materials, financial reports, presentations, website materials, customer lists and other media now known or hereafter discovered in connection with the marketing, advertising and promotion of the Audien.ccPlatform, and any products, goods, features, capabilities and/or services associated with theAudien.cc Platform.


As a Network Creator or Network Member you acknowledge that Audien.cc and its designers reserve the right, but shall have no obligation, to pre-screen, filter, remove, refuse to accept, post, display, or transmit any Content through or on any Social Network or the Audien.cc Platform in whole or in part at any time for any reason or no reason with or without notice and with no liability of any kind.


If a Social Network is removed from the Audien.cc Platform, the Content associated with thatSocial Network may also be deleted at the discretion of the Network Creator or Audien.cc. We encourage you to be sure you are comfortable with this possibility before contributing Your Content to a Social Network. You should be aware that Audien.cc is not required and may not keep back-up copies of Content (including Your Content) on the Audien.cc Platform once the Social Network or Content is deleted. Additionally, Audien.cc makes no guarantee, either during or after the term of this Agreement, that Your Content will be safely stored on the Audien.cc Platform and you should independently back-up Your Content.


4. Licenses From Audien.cc

License to Audien.cc Platform


During and subject to the terms and conditions of this Agreement, Audien.cc hereby grants you a limited, non-exclusive, non-sublicensable, freely revocable license to access and use the Audien.ccPlatform solely to enable your use of the Audien.cc Member Services and Audien.cc Network Creator Services. For clarity, aside from the foregoing limited license, you acknowledge that you shall acquire no rights in the Platform Code or Network Code.


You agree that, as between you and Audien.cc, all the intellectual property rights in the Audien.ccPlatform, which does not include Your Content or Your Code, are owned by Audien.cc or its licensors.

License to Embeddable Widgets

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During and subject to the terms and conditions of this Agreement, Audien.cc hereby grants you a limited, non-exclusive, non-sublicensable, freely revocable license to incorporate EmbeddableWidgets into other third party websites or your own personal websites. The foregoing license shall terminate immediately upon expiration or termination of this Agreement or removal of Your SocialNetwork from the Audien.cc Platform by Audien.cc or you and you agree to immediately stop using such Embeddable Widget.


License Restrictions

Except as expressly permitted under this Agreement, you agree not to, nor will you allow any third party (whether or not for your benefit) to:

  • Run, rent, lease, loan, or sell access to the Audien.cc Platform or the Audien.cc Technology.

  • Decompile or reverse engineer or attempt to access the source code of the software underlying the Audien.cc Platform or Audien.cc Technology.

  • Copy, archive, store, reproduce, rearrange, modify, adapt, download, upload, create derivate works from, display, perform, publish, distribute, redistribute or disseminate any Audien.ccTechnology.

  • Access the Audien.cc Platform to build a product using similar ideas, features, functions, interface or graphics of the Audien.cc Platform.

  • Access (or attempt to access) any service on the Audien.cc Platform by any means other than as permitted in these Terms of Service.

  • Circumvent, disable or otherwise interfere with security related features of the EmbeddableWidget or features that prevent or restrict use or copying of any Content or Third Party Content or enforce limitations on use of the Embeddable Widget or the Content and Third Party Content therein.

  • Access the Audien.cc Platform to upload Your Code or Your Content to cause a breach of security to the Audien.cc Platform or any Social Network or interfere with the proper working of the Audien.cc Platform or prevent others from using the Audien.cc Platform.

  • Delete the copyright and other proprietary rights notices on the Audien.cc Platform or Embeddable Widgets.

5. Independent Development; Feedback


You agree that Audien.cc may be independently developing software, content and other products or services that may be similar to Your Code and Your Content and nothing in the Agreement will be construed as restricting or preventing Audien.cc from creating or fully exploiting such software, content and other items, without any obligation to you.


You may from time to time elect, in your sole discretion, to provide suggestions, comments, improvements, ideas, recommendations or other feedback or materials to us related to Your SocialNetwork or the Audien.cc Platform (including the Network Code and Platform Code), including, on the Audien.cc blog, Network Creators Forum or on the Audien.cc Open Social Directory ("Feedback"). If you elect to provide us any such Feedback, you hereby assign all ownership in and to such Feedback to us, and acknowledge that we will be entitled to use and implement any such Feedback in any manner without restriction, and without any obligation of confidentiality, attribution or compensation to you. To the extent the foregoing is deemed ineffective, you also hereby grant Audien.cc a nonexclusive, perpetual, irrevocable, transferable, sublicensable, royalty free, fully paid up license to use and otherwise exploit Feedback.

6. Audien.cc Trademarks and Legal Notices


Audien.cc trademarks, logos, images, service marks, trade names and other distinctive branding features used on the Audien.cc Platform "Audien.cc Marks" are the trademarks of Audien.cc and may not be used without permission. Audien.cc is not granting you a license under any intellectual property right to the Audien.cc Marks. Other trademarks, logos, and trade names that may appear on the Audien.cc Platform are the property of their respective owners.


If you are a Network Creator, Audien.cc reserves the right to include within Your Social Network applicable Audien.cc copyright and trademark notices for the Audien.cc Platform and links to theAudien.cc Terms of Service, Privacy Policy and other Guidelines. All notices and links will be displayed consistently in such form and placement as determined by Audien.cc.

7. Audien.cc Ownership Rights


You agree that, as between you and Audien.cc, Audien.cc owns all right, title and interest, including, all intellectual property rights, in and to the Audien.cc Technology. Additionally, there are two types of data provided by or collected from Network Members – Network Member Data and Audien.cc Member Data. If you are a Network Creator or an administrator designated by aNetwork Creator ("Administrator"), you agree that, as between Audien.cc and you, Audien.cc owns all right, title and interest, including, all intellectual property rights, in and to the Audien.ccMember Data. You shall not acquire any right, title or interest therein, except for the limited right sexpressly set forth in this Agreement. Any rights not expressly granted herein, are reserved to Audien.cc. You agree to abide by all copyright notices, information, or restrictions contained in any part of the Audien.cc Platform. You must not alter, delete, or conceal any copyright, trademark, patent, or other notices contained on the Audien.cc Platform, including notices on any Audien.ccTechnology you download, transmit, display, print or reproduce from or using the Audien.ccPlatform.

8. Support and Interaction for Network Creators


If you are a Network Creator, Audien.cc provides documentation to assist you in creating and enhancing Your Social Network(s). You are responsible for implementing and maintaining all support for Your Social Network(s), including answering questions from Your Network Members. This includes, if you've customized the Network Code yourself (only as authorized by Audien.cc), fixing bugs that Network Members might find and tell you about.


9. Advertising and Promotion for Network Creators


On free Social Networks, we have the exclusive right to sell, run and/or serve third-party advertising on your Social Network. If you are a Network Creator, you agree not to include any advertising for anything other than Your Social Network, including ads served via an ad-server service like Google AdSense, in any Social Network, any of Your Code, or Content you provide on Audien.cc. If you pay the Premium Service fees to run your own ads, however, you may include third-party advertisements or sponsorships on Your Social Network. If you run your own ads, Audien.cc will have the option, which we may exercise on notice to you, to offer and display, in partnership with you, all or some of such advertisements on Your Social Network. Audien.cc may establish general policies and guidelines surrounding the running of your own ads ("Advertising Policies"). Any such Advertising Policies are part of this Agreement and are subject to change from time to time.


YOU AGREE THAT Audien.cc WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS OR DEALINGS WITH ADVERTISERS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON YOUR SOCIAL NETWORK.


If you are a Network Creator, Audien.cc reserves the right to include promotional links on Your Social Network(s) at no cost to Audien.cc, unless you pay the applicable Premium Service fees to remove promotional links. Removal of promotional links does not include removal of required Audien.cc legal notices and links to Audien.cc Terms of Service, Privacy Policy and Guidelines or any statement indicating that Audien.cc uses Audien.cc ID for authentication upon sign in by Your Network Members.


10. Third Party Content and Hyperlinks to Third Party Sites


Content from other Members or advertisers, including, information about third party products and services and any Third Party Applications, is made available to you through Social Networks("Third Party Content") on the Audien.cc Platform. The inclusion of Third Party Content on theAudien.cc Platform does not imply our affiliation or endorsement of such Third Party Content. Because we do not control Third Party Content, you agree that we are not responsible for any such Third Party Content, including the accuracy, integrity, quality, legality, usefulness, safety or intellectual property rights of or relating to such Third Party Content, it is the sole responsibility of the person from which such Third Party Content originated, and Audien.cc has no obligation to monitor such Third Party Content. Notwithstanding the foregoing, Audien.cc or its designeesreserves the right, but shall have no obligation, to pre-screen, filter, remove, refuse to accept, post, display or transmit any Third Party Content (including on any Social Network) in whole or part atany time for any reason or no reason with or without notice and with no liability of any kind. You are solely responsible (and assume all liability and risk) for determine Audien.cc whether or not such Third Party Content is appropriate or acceptable to you. You understand that by using the Audien.ccPlatform you may be exposed to Third Party Content that is offensive, indecent or objectionable, and that you use the Audien.cc Platform at your own risk.


Additionally, Audien.cc or third parties may provide hyperlinks on Social Networks, or any other form of link or redirection of your connection to other sites ("Third Party Sites"). These Third Party Sites are in no way integrated into the Audien.cc Platform and the inclusion of any link on aSocial Network does not imply Audien.cc's affiliation or endorsement of the linked site, their business practices (including their privacy policies) or any information therein. Audien.cc expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability or reliability of Third Party Sites linked to by or through the Audien.cc Platform. ACCESS AND USE OF THIRD PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD PARTY SITES OR AVAILABLE THROUGH THIRD PARTY SITES, IS SOLELY AT YOUR OWN RISK.


11. Representations and Warranties.


You hereby represent and warrant to Audien.cc that: (a) you will comply with all applicable local, state, national and international laws (including the CAN-SPAM Act of 2003), rules, and regulations in connection with your use of the Audien.cc Platform including your promotional or other activities off the Audien.cc Platform that relate to Your Social Network; (b) you have the right to grant to Audien.cc the rights granted herein and you own or have all necessary rights, title and interest in and to Your Code and Your Content; (c) Your Code and Your Content does not and wil lnot (i) infringe, violate or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral rights, privacy rights, rights of publicity, or any other intellectual property or proprietary right, or (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any person; and (d) none of Your Code, Your Content or Your SocialNetwork contains any viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots, or other computer programming routines that may potentially damage or interfere with the Audien.cc Platform, or intercept or expropriate any system data or personal information from the Audien.cc Platform.


12. Acceptable Use and Conduct


You are solely responsible for your conduct, Your Social Networks, Your Code, and Your Content on the Audien.cc Platform. We want to keep the Social Networks on Audien.cc safe and fun for everyone and the use of the Audien.cc Platform for unlawful or harmful activities is not allowed. In defining "safe and fun," you specifically agree that:


You will not post, email or make available any Content to Users or use the Audien.cc Platform:

  • In a manner that infringes, violates or misappropriates any third party's intellectual property rights or other proprietary rights or contractual rights;

  • in a manner that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

  • to engage in spamming, "chain letters," "pyramid schemes", advertisement of illegal or controlled products or services, or other advertising or marketing activities that violate theseTerms of Service, any applicable laws, regulations or generally-accepted advertising industry guidelines, including to other Users whether on or off the Audien.cc Platform in connection with Your Social Network;

  • in a manner that is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtain Audien.cc financial or other personal information in a misleading manner or for fraudulent or misleading purposes;

  • in a manner that is libelous or defamatory, or in a way that is otherwise threaten Audien.cc, abusive, violent, harassing, malicious or harmful to any person or entity, or invasive of another's privacy;

  • in a manner that is harmful to minors in any way;

  • in a manner that is hateful or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by Audien.cc;

  • to impersonate a Audien.cc employee, or any other person, or falsely state or otherwise misrepresent your affiliation with any person or entity, or to obtain access to a Social Network or the Audien.cc Platform without authorization;

  • to interfere or attempt to interfere with the proper working of the Audien.cc Platform or prevent others from using the Audien.cc Platform, or in a manner that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the Audien.cc Platform, or that otherwise negatively affects other persons' ability to use the Audien.cc Platform;

  • to use any manual or automated means, including agents, robots, scripts, or spiders, to access or manage any Network Creator's account or to monitor or copy the Audien.ccPlatform (including the Network Code or Platform Code) or the content contained therein;

  • to facilitate the unlawful distribution of copyrighted content;

  • in a manner that includes personal or identifying information about another person without that person's explicit consent;

  • in a manner that employs misleading email or IP addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through theAudien.cc Platform or to Users; and

  • in a manner that constitutes or contains any form of advertising or solicitation if (1) posted in Your Content; or (2) emailed to Users who have requested not to be contacted about other services, products or commercial interests.


Additionally, you agree not to:

  • "Stalk" or otherwise harass anyone;

  • Collect, use or disclose data, including personal information, about other Users without theirconsent or for unlawful purposes or in violation of applicable law or regulations;

  • Request, solicit or otherwise obtain access to usernames, passwords or other authentication credentials from any Member of the Audien.cc Platform, including Audien.cc ID passwords from a Network Creator, or to proxy authentication credentials for any Member of theAudien.cc Platform for the purposes of automating logins to the Audien.cc Platform;

  • Use any profanity or the description or name of any illegal activity in the name of Your Social Network or the Network Subdomain (as defined below) for Your Social Network;

  • Use the name "Audien.cc" as any part of the name of Your Social Network or the Network Subdomain for Your Social Network;

  • Post any Content contaiAudien.cc child pornography to any Social Network. Audien.cc absolutely does not tolerate this and will report any suspected instances of child pornography, including reporting any Audien.cc Member Data, to law enforcement, including the National Center for Missing and Exploited Children;

  • Post any Content that Audien.cc determines in its sole discretion, depicts or contains rape, extreme violence, murder, bestiality, incest, or other similar content;

  • Post any Content that Audien.cc determines constitutes pornography or is adult in nature. Audien.cc’s current policy on what is considered adult is located here and is subject to change.

  • Use automated means, including spiders, robots, crawlers, data miAudien.cc tools, or thelike to download data from Social Networks and the Audien.cc Platform - except for Internet search engines (e.g. Google) and non-commercial public archives (e.g. archive.org) that

comply with our robots.txt file, or "well-behaved" web services/RSS/Atom clients. We

reserve the right to define what we mean by "well-behaved";

  • Post irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on Audien.cc's infrastructure;

  • Attempt to gain unauthorized access to Audien.cc's computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Audien.cc Platform;

  • Take any action that may undermine the feedback or ratings systems (such as displaying, importing or exporting feedback information off of the Audien.cc Platform or for using it for purposes unrelated to Audien.cc); and

  • Develop, invoke, or utilize any code to disrupt, diminish the quality of, interfere with the


performance of, or impair the functionality of the Audien.cc Platform.You agree not to authorize or encourage any third party to use the Audien.cc Platform or any of Your Social Networks (and Your Social Networks will not be designed) to facilitate any of theforegoing prohibited conduct. You also agree to immediately notify Audien.cc in the event of an actual or threatened claim that you have violated any of the covenants and agreements contained in this Agreement.


13. Audien.cc Platform Policies


Audien.cc may establish general polices and limits concerning use of the Audien.cc Platform("Audien.cc Platform Policies"), including (and without limitation) the maximum number of days that Social Networks and uploaded Content will be retained, the maximum number of and size of Content files and objects (including email messages), the maximum disk space allotted to you or Your Social Network(s), the maximum number of times and duration for which you may access theAudien.cc Platform or Social Networks in a given period of time, the maximum bandwidth used by Your Social Network(s) or Content, and the maximum CPU power used by Your Social Networks or Content. The current Audien.cc Platform Policies are part of this Agreement.


14. Audien.cc's Relationship with Users


You acknowledge that Audien.cc may terminate your account (which is separate from a Network Creator's right to terminate your account), and remove your Audien.cc ID, Content and Network Member Data, as well as disable your access to any and all Social Networks and the Audien.ccPlatform, in accordance with the terms of this Agreement. If you are a Network Member, you acknowledge that nothing in any agreement (or related policies) you may be subject to with any Network Creator or other party will alter, impair, supersede, amend or otherwise affect in any way any terms of this Agreement, any Guidelines or Audien.cc's Privacy Policy.


15. Copyright Infringement


Audien.cc will promptly terminate without notice any Member's (including, for clarity, Network Member's or Network Creator's) access to the Audien.cc Platform, including access to any SocialNetwork, in appropriate circumstances where the Member is a "repeat infringer" of copyrights. Generally, Audien.cc will consider a Member a repeat infringer if it has received more than two third-party notices of alleged infringement concerning Content or Network Code posted by thatMember anywhere on the Audien.cc Platform. Audien.cc, however, reserves the right to identify and terminate Members under any circumstances it deems appropriate, including after only a single instance of allegedly infringing behavior by that Member. Additionally, if a Network Creator continues to allow its Network Member's to post Content that is subject to notices of alleged copyright infringement, the Network may (at Audien.cc's sole discretion) be disabled.


Additionally, if you are a Network Creator, you agree to: promptly (and in any event in no morethan 24 hours) address any copyright owner's written notice (including any notices forwarded to you by Audien.cc) that specified Content or Network Code posted on Your Social Network infringesthat third-party's rights (including copyrights). Audien.cc is not providing legal advice to you and nothing in this Agreement is legal advice nor guarantees your compliance with applicable law or regulation. You are solely responsible and liable for complying with all applicable laws, including copyright and privacy laws in connection with Your Social Network.


16. Network Member Data


Through our Audien.cc Member Services, Audien.cc collects Audien.cc Member Data from Your Network Members and general information about a User's use of Your Social Network(s). If you area Network Creator or Administrator, you agree that your access to this Audien.cc Member Data(including the email addresses provided by Network Members during the Audien.cc ID registration process ) as part of the management controls of Your Social Network(s) is subject to the Audien.ccPrivacy Policy. In addition, subject to this Agreement, you may collect Network Member Data fromYour Social Network Members; if you do so, you hereby agree that such Network Member Data shall not be used in a manner inconsistent with, or that causes Audien.cc to violate Audien.cc's Privacy Policy.


Member privacy is important to us. Therefore, if you are a Network Creator or an Administrator, you hereby agree that your use and disclosure of Network Member Data and any Audien.ccMember Data shall: (a) comply with all Guidelines; and (b) be reasonably protective of each Network Member's rights and in no event shall you observe standards of privacy and confidentiality in connection with the use and disclosure of Audien.cc Member Data or Network Member Data that are less stringent than the standards set forth in the Audien.cc Privacy Policy.


You must clearly communicate on Your Social Network that Your Social Network uses Audien.ccID authentication (including, on each page on Your Social Network on which information is collected for purposes of Audien.cc ID authentication) and that each of Your Network Members will be sharing the data they provide to you with Audien.cc. This is for clarity and to ensure Your Network Members are aware of this relationship.


Subject to this Agreement and each Network Member's rights, all Network Member Data shall be the property of the applicable Network Creators. That being said, Audien.cc needs to run Your Social Network on the Audien.cc Platform. To this end, as a Network Creator, you hereby grantAudien.cc a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicenseable, fully paid-up, royalty-free right and license to (i) use, reproduce, store, create derivative works of, distribute, publicly perform and display the Network Member Data on or through the Audien.ccPlatform and in all current and future media in which the Audien.cc Platform may be distributed;


(ii) use and disclose the Network Member Data and related metrics in an aggregate or other non-personally identifiable manner (including, for use in targeting advertising in a non-personally identifiable manner through and in connection with the Audien.cc Platform; and (iii) use Network Member Data for other purposes permitted by the Audien.cc Privacy Policy.


You acknowledge that Audien.cc may receive requests from Users or persons authorized to act on behalf of such Users to modify or delete personally identifiable information relating to such Users on Your Social Network. Accordingly, you agree that, within 24 hours of any email request by Audien.cc, you will: (a) delete all Network Member Data and other personally identifiable information in your possession or control relating to a particular User as specified by Audien.cc;and (b) confirm such deletion in email notice to Audien.cc.


Audien.cc is not required to keep back-up copies of Network Member Data on the Audien.ccPlatform once the Social Network or Network Member Data is deleted. Audien.cc makes no guarantee that Network Member Data will be safely stored on the Audien.cc Platform. To be safe, you should independently back-up Network Member Data.


17. Your Social Network


We want to give you as a Network Creator as much freedom to create and control the SocialNetworks you build on the Audien.cc Platform as possible. You may have your own agreement(s) or policies between you and each of Your Network Members, provided that each such agreement or policies do not supersede, amend or otherwise affect in any way any terms of this Agreement, any Guidelines or our Privacy Policy and provided that you allow Audien.cc to display the Audien.ccTerms of Service, Privacy Policy and any Guidelines on your Social Network.


To enable a great experience for all Users on the Audien.cc Platform, if you are a Network Creator, you agree to ensure each Social Network you create or manage does not degrade the performance of the Audien.cc Platform. If your Social Network(s) exceed the quotas and limitations set by Audien.cc (e.g., storage or bandwidth) as set forth in the Audien.cc Platform Policies or otherwise degrades performance of the Audien.cc Platform or other services in any way, we may suspend yourSocial Network(s) at our sole discretion and without notice.


You agree not to harvest any email addresses from Social Networks or the Audien.cc Platform for the purpose of sending email in violation of applicable law or otherwise violate the "Acceptable Use and Conduct" provisions of this Agreement.


You also agree not to knowingly collect any information from, or develop any Social Networks that are targeted at children under the age of 13.


You acknowledge that Audien.cc may terminate the account of any Member (including Your SocialNetwork Members) in accordance with these Terms of Service.


Your Social Network shall not be designed or implemented in a way that, as determined by Audien.cc in its sole discretion, might mislead a User into believing that: (i) he or she is interacting directly with Audien.cc when interacting with Your Social Network, or (ii) any of Your SocialNetwork was created by or are endorsed by Audien.cc. Because we want you to have as much freedom over your Social Network as possible, Audien.cc takes no responsibility for any Content located in Your Social Network and Audien.cc has no obligation to monitor such Content or Your Social Network.


You acknowledge that Audien.cc also reserves the right to remove, preserve, and disclose any information or Content on any Social Network (including Audien.cc ID and Network Member Data) or account it deems necessary or appropriate to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security, or technical issues, (d) respond to User support requests, (e) protect the rights, property, or safety of Audien.cc, its Users, and the general public, or (f) investigate or defend ourselves against third-party claims or allegations.


18. Your Account


You need to register and create a Audien.cc ID in order to become a Audien.cc Member, Network Member or Network Creator on the Audien.cc Platform. You are responsible for keeping your Audien.cc ID password secure. Audien.cc IDs are non-transferable. You will be solely responsible and liable for any activity that occurs under your Audien.cc ID. Audien.cc reserves the right to log off or deactivate Member accounts that are inactive for an extended period of time.


When you create Your Social Network, Audien.cc gives you the jeexibility to choose your own subdomain for Your Social Network (e.g.," developer" in the example: http://developer.audien.cc) ("Network Subdomain"). You will be solely responsible and liable for any activity that occurs under Your Social Network's Subdomain. Audien.cc maintains ownership of your Network Subdomain and grants you a limited, non-exclusive, non-sublicensable, non-transferable, freely revocable, license solely to use the Network Subdomain on the Audien.cc Platform.


You may not use anyone else's account, Audien.cc ID or Network Subdomain at any time, without the permission of the account holder. You should never give out your password to another individual or entity. Audien.cc will not be liable for any loss that you may incur as a result of someone else using your Audien.cc ID, Network Subdomain, or password, either with or without your knowledge. However, you may be held liable for losses incurred by Audien.cc or another partydue to someone else using your Audien.cc ID, Network Subdomain, or password. In other words, please be careful with your identity and passwords.


19. Disclaimer of Warranties


YOUR USE OF THE Audien.cc PLATFORM, AND ALL NETWORK CODE, PLATFORM CODE, THIRD PARTY SOFTWARE, NON-Audien.cc CODE, AND CONTENT (INCLUDING THIRD PARTY CONTENT), ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THEAudien.cc PLATFORM AND ALL NETWORK CODE, PLATFORM CODE, THIRD PARTY SOFTWARE, NON-Audien.cc CODE AND CONTENT (INCLUDING THIRD PARTY CONTENT) ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Audien.cc ANDITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS,PARTNERS AND AGENTS EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT. Audien.cc AND ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS AND AGENTS DISCLAIM ANY WARRANTY THAT THE Audien.cc PLATFORM, OR ANY NETWORK CODE, PLATFORM CODE, THIRD PARTY SOFTWARE, NON-Audien.cc CODE OR CONTENT (INCLUDING THIRD PARTY CONTENT) WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE Audien.cc PLATFORM OR THE SERVER THAT MAKES THEAudien.cc PLATFORM AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Audien.cc MAKES NO GUARANTEE REGARDING (A) THE AMOUNT, TIMING AND DELIVERY OF ANY CLICKS OR IMPRESSIONS WITH RESPECT TO ANY CONTENT (INCLUDING THIRD PARTY CONTENT) OR ADVERTISING ON THE Audien.ccPLATFORM OR YOUR SOCIAL NETWORK (B) THE VOLUME AND QUALITY OF ANY TRAFFIC TO YOUR SOCIAL NETWORK OR (C) THE COMPATIBILITY OF YOUR CODEOR ANY NON-Audien.cc CODE WITH ANY Audien.cc TECHNOLOGY.


ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE Audien.cc PLATFORM IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.


NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOUFROM Audien.cc OR ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS OR AGENTS, OR THROUGH OR FROM THEAudien.cc PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.


21. Indemnity


You agree to indemnify, defend, and hold harmless Audien.cc, and its successors, subsidiaries, affiliates, co-branders, contractors, employees, all third-party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives, from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys' fees) arising out of or relating to:

  • Your Code, Your Content or Your Social Network;

  • Your use of any Non-Audien.cc Code or Third Party Applications;

  • Your use or misuse of, or connection to, the Audien.cc Platform;

  • Your breach or alleged breach of this Agreement;

  • Your violation of any rights (including intellectual property rights) of a third party;

  • Your use or misuse of any User data (including Audien.cc Member Data and Network Member Data), including, in violation of the Audien.cc Privacy Policy and your breach or alleged breach of any agreement or policy between you and other Users.Audien.cc reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Audien.cc. Audien.cc will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.


    22. Your Interactions with Other Users


    Your interactions with other Users, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the other User. Like with any web-based interaction, we suggest that you use caution and good judgment. If there is a dispute between you and any third party (including any Network Member or Network Creator), Audien.cc is under no obligation to become involved.


    You release Audien.cc, its officers, employees, agents and successors from claims, demands and damages of every kind or nature arising out of or related to any disputes with other Users.


    23. Limitation of Liability


    YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, SHALL Audien.cc OR ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS OR AGENTS, BE LIABLE TO YOU FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, COST OF COVER, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IFAudien.cc HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OR THE INABILITY TO USE THE Audien.cc PLATFORM; OR (B) ANY DAMAGES ARISING FROM OR RELATED TOTHIS AGREEMENT (IN THE AGGREGATE FOR ALL POTENTIAL CLAIMS BY YOU) IN EXCESS OF THE GREATER OF (i) $100 AND (ii) THE TOTAL AMOUNTS PAID TO Audien.ccBY YOU IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE INITIAL NOTICE OF ANY CLAIM.


    THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE PROVIDED BY ANY THIRD PARTIES OTHER THAN Audien.cc (INCLUDING THIRD PARTY APPLICATION DEVELOPERS) AND RECEIVED BYYOU THROUGH OR ADVERTISED ON THE Audien.cc PLATFORM OR RECEIVED BY YOU ON ANY THIRD PARTY SITES.

    P >CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS AGREEMENT APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.


    23. Changes to Audien.cc Platform


    Audien.cc reserves the right at any time (and from time to time) to modify, suspend, or discontinueproviding the Audien.cc Platform or any part thereof with or without notice. Audien.cc will not beliable to you or to any third party for any modification, suspension or discontinuance of theAudien.cc Platform.


    24. Amendments


    We may amend, modify, change, add or remove portions of this Agreement or any Guidelines at anytime without notice to you by posting a revised version on www.Audien.cc or elsewhere on theAudien.cc Platform. The revised version will be effective at the time we post it. Please check thisAgreement and any Guidelines periodically for changes. Your continued use of the Audien.ccPlatform after posting of the changes constitutes your binding acceptance of such changes. We lastmodified this Agreement on the date stated above. However, if the revised version includes amaterial change, it will be effective for an existing User (including Audien.cc Member, Network Member or Network Creator) on the earlier of (a) the date you accept it, and (b) 30 days after thematerial changes are initially posted to www.Audien.cc or elsewhere on the Audien.cc Platform. The revised version will apply to you immediately if you are a User who registers or first uses theAudien.cc Platform on or after the posting of the revised version.

    25. Term and Termination

    Term


    This Agreement shall remain in full force and effect unless and until your account is terminated asprovided herein. You may terminate your membership within any Social Network on the Audien.ccPlatform at any time and for any or no reason by following the instructions on the "Account page" while logged in to a Social Network. Additionally, you may terminate your Audien.cc IDaccount and end your use of the Audien.cc Platform at any time and for no reason by contacting us at support@audien.cc .

    Termination


    Audien.cc has the right (at its sole discretion) for any reason to (i) delete, disable or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of theAudien.cc Platform or any Social Network, (ii) remove and discard any Network Code or Contentwithin any Social Network or anywhere on the Audien.cc Platform or (iii) shut down a SocialNetwork, with or without notice, and with no liability of any kind to you.


    If you terminate your account, we will have no obligation to refund you any fees you may have paidexcept as may be required by applicable law.

    Effects of Terminating


    Upon deactivating your account, this Agreement terminates and you will no longer have a right to access your account, Your Code, Your Content, Your Network Member Data or Your SocialNetwork(s). Audien.cc will not have any obligation to assist you in migrating your data, Your Content, Your Network Member Data, Your Code or Your Social Network(s) off of the Audien.ccPlatform and Audien.cc does not keep any back-up of any of Your Content or Your Network Member Data. Audien.cc is not responsible for deleting Your Code, Network Code or Content on your behalf. Note that, even if Your Code, Network Code or Content is deleted from Audien.cc's active servers, it may remain in our archives (but we have no obligation to archive or back-up Your Code or such Network Code or Content), and subject to the licenses set forth in this Agreement.

    Survival

    The following Sections will survive termination of these Terms of Service for any reason: Sections1-7, 11-22, 25-29.

    26. Governing Law; Venue


    This Agreement shall be governed by the laws of the State of West Bengal, India without regard to conjeict of law principles. The provisions of the United Nations Convention on the InternationalSale of Goods and the Uniform Computer Information Transactions Act, however designated, areexcluded and shall not apply to this Agreement or any transactions hereunder.


    You agree to submit to the personal and exclusive jurisdiction of the state courts and federal courtslocated within Kolkata, West Bengal, India for the purpose of litigating all such claims or disputes.

    27. Relationship of the Parties


    The parties are independent contractors with respect to each other. This Agreement does notconstitute and shall not be construed as constituting a partnership or joint venture among the partieshereto, or an employee-employer relationship. You agree that Audien.cc has no special relationship with or fiduciary duty to you. Neither party shall have any right, power or authority to enter into anyagreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party.

    28. No Third Party Beneficiaries


    The parties specifically disavow any desire or intention to create a "third party" beneficiary contract,and specifically declare that no person, except for the parties and their permitted assigns, shall have any rights hereunder nor any right of enforcement hereof.

    29. General


    The failure of Audien.cc to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should try to give effect to the parties' intentions as rejected in the provision, and the other provisions of thisAgreement remain in full force and effect.


    You may not delegate your duties under this Agreement or assign this Agreement or your Audien.cc accounts or Audien.cc IDs, in whole or in part, provided, however, that you may assign thisAgreement in connection with any merger (including by operation of law), consolidation, reorganization, or sale of all or substantially all of its related assets or similar transaction. Audien.cc may assign any of its rights and obligations under this Agreement without consent, including, in connection with any merger (including by operation of law), consolidation, reorganization, or sale of all or substantially all of its related assets or similar transaction. This Agreement shall be binding on the parties' permitted assignees, transferees and successors.


    This Agreement, which incorporates the Audien.cc Privacy Policy and the Guidelines, constitutes the entire agreement between you and Audien.cc and governs your use of the Audien.cc Platform, superseding any prior agreements (whether written or oral) between you and Audien.cc regarding the subject matter hereof. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth in this Agreement.


    The terms "including" and "includes" shall be deemed to be followed by the statement "without limitation" and neither of these terms shall be construed to limit any word or statement it follows to the specific or similar terms or matters immediately following it.


    Audien.cc may provide you with notices, including those regarding changes to this Agreement or any of Audien.cc's terms and conditions, by email, regular mail, or postings on the Audien.ccPlatform. Notice will be deemed given twenty-four (24) hours after email is sent, unless Audien.cc has previously been notified that the email address is invalid. Notices not pertaining to any amendments to this Agreement or any Guidelines (such as notices relating to technical changes to the Audien.cc Platform) are deemed given two (2) days following the initial posting.

© 2009 Audien.cc. All rights reserved.

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