Terms

It is important to understand our Terms of Use with Visible Audio Studios.

These Terms of Use are a binding contract between you and Visible Audio Studios, and Vocal Visual, LLC a production company. (“we”, “us”, “our”, “VAS”). It contains the rules and restrictions that govern your use of VAS products and services (referred to below simply as “VAS”). If you have any questions, comments, or concerns regarding these Terms or our products and services, please contact us at hello@brkthtbrd.com

Using VAS in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use VAS. These Terms include everything in this document, as well as those in the Privacy Policy, Publisher Agreement, Content Guidelines, and Copyright Dispute Policy. If you don’t agree to all of the following, you may not use or access VAS in any manner.

You represent and warrant that you are of legal age to form a binding contract (or if not, that you’ve received your parent’s or guardian’s permission to use VAS and that your parent or guardian agrees to these Terms on your behalf).

If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” throughout this document refer to that organization or entity).

Creating an Account on VAS

You may be required to sign up for an account and select a password. You promise to provide us with accurate, complete, and up-to-date registration information about yourself.

You agree that you will only use VAS for your own personal or organizational use, and not on behalf of or for the benefit of any third party. You may not transfer your account to anyone else without our prior written permission.

You may not select as your VAS account name a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. VAS reserves the right to refuse registration of or cancel a VAS account name at its discretion.

Intellectual Property and Reporting Infringement

We respect others’ intellectual property rights, and we reserve the right to delete or disable content alleged to be infringing, and to terminate the accounts of repeat alleged infringers. You promise to abide by copyright notices, trademark rules, information, and other restrictions you may receive from us or that are posted on VAS.

You understand that we own VAS. These Terms don’t grant you any right, title or interest in VAS, or our trademarks, logos, and other intellectual property.

Acceptable Use Policy

You are responsible for all your activity in connection with VAS Make sure that you use VAS in a manner that complies with the law. If your use of VAS is prohibited by applicable laws, then you aren’t authorized to use VAS. We can’t and won’t be responsible for you using VAS in a way that breaks the law.

You also agree that you will not contribute any Post or otherwise use VAS in a manner that:

• Is fraudulent or threatening, or in any way violates VAS’s Content Guidelines;

• Jeopardizes the security of your VAS account or anyone else’s (such as allowing someone else to log into VASB as you, or sharing your account or password with someone);

• Attempts, in any manner, to obtain the password, account, or other security information of any other user;

• Violates the security of any computer network, or cracks any passwords or security encryption codes;

• Runs Maillist, Listserv, any form of auto-responder or “spam” on VAS, or any processes that run or are activated while you are not logged into VAS, or that otherwise interferes with the proper working of VAS (including placing an unreasonable load on VAS’s infrastructure);

• “Crawls,” “scrapes,” or “spiders” any page, data, or portion of VAS (through use of manual or automated means);

• Copies or stores any significant portion of the content on VAS;

• Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to VAS.

Limitation of Liability

To the fullest extent allowed by applicable law, under no circumstances and under no legal theory shall VAS, its licensors, or its suppliers be liable to you or to any other person for:

• Any indirect, special, incidental, or consequential damages of any kind, or

• Any amount, in the aggregate, in excess of the greater of (1) $100 or (2) the amounts paid and/or payable by you to us in connection with VAS in the twelve-month period preceding the applicable claim.

No Warranties

VAS is provided to you on an “as-is” basis. This means we provide it to you without any express or implied warranties of any kind. That includes any implied warranties of merchantability, warranties of fitness for a particular purpose, non-infringement, or any warranty that the use of VAS will be uninterrupted or error-free. Accordingly, we do not:

• Make any representations or warranties about any content contained in or accessed through VAS, and we will not be responsible for the accuracy, copyright compliance, legality, or decency of material contained on our products and services.

• Make any representations or warranties regarding suggestions or recommendations of products or services (including Publisher newsletters) offered or purchased through VAS. Products and services purchased or offered through VAS, including newsletters, are provided “as-is” and without any warranty of any kind from VAS.

Terminating Your Account

VAS is free to terminate (or suspend access to) your use of VAS, or your account, for any reason at our discretion. We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important Posts you may have uploaded to your account, but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of VAS.

VAS also allows you to delete your account at any time. If you'd like to delete your account, you can do so from your account page. When you delete your account, any Posts associated with that account will also be deleted. However, any Post that you have made public may remain available.

You understand and agree that it may not be possible to completely delete your content from VAS’s records or backups, and that your Posts may remain viewable elsewhere to the extent that they were copied or stored by other users. Please refer to our Privacy Policy to understand how we treat information you provide to us after you have stopped using VAS.

You agree that some of the obligations in these Terms will be in force even after you terminate your account. All of the following terms will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, terms regarding disputes between us, and any other terms that, by their nature, should survive termination of these Terms.

Privacy on VAS

VAS takes your privacy very seriously. For the current VAS Privacy Policy.

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children.  We do not knowingly collect or solicit personally identifiable information from children under 16; if you are a child under 16, please do not attempt to register for VAS or send any personal information about yourself to us.  If we learn we have collected personal information from a child under 16, we will delete that information as quickly as possible.  If you believe that a child under 16 may have provided us personal information, please contact us.

Changes to VAS

We’re always trying to improve VAS, so our products and services may change over time. We may suspend or discontinue any part of VAS, or we may introduce new features or impose limits on certain features or restrict access to parts or all of VAS. We’ll try to give you notice when we make a material change to VAS that would adversely affect you, but this isn’t always possible or practical.

Changes to the Terms

We are constantly trying to improve our products and services, so these Terms may need to change along with VAS.  We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the website, by sending you an email, and/or by some other means.

If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use VAS.  If you use VAS in any way after a change to the Terms is effective and notice has been provided, that means you agree to all of the changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

Violations of the Terms

Failure to follow any of these Terms shall constitute a breach of these Terms, which may result in immediate termination of your account. VAS has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

Miscellaneous Terms

The above covers most of the questions that we typically receive about VAS. We have grouped provisions that come up less frequently below:

• Indemnification: To the fullest extent allowed by applicable law, you agree to indemnify and hold VAS, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of VAS (including any actions taken by a third party using your account), and (b) your violation of these Terms.  In the event of such a claim, suit, or action, we will attempt to provide notice to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

• Assignment: You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your VAS account, in any way (by operation of law or otherwise) without our prior written consent.  We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

• Choice of Law: These Terms are governed by and will be construed under applicable federal law and the laws of the State of California, without regard to the conflicts of laws provisions thereof.

• Arbitration and Class Action Waiver: Any dispute arising from or relating to the subject matter of these Terms shall be finally settled by arbitration in San Francisco County, California, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, you and VAS shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.  For all purposes of these Terms, you consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, San Francisco County, California, or the Northern District of California. The prevailing party in any action or proceeding arising out of these Terms will be entitled to an award of costs and attorneys’ fees. To the fullest extent permitted by law, you and VAS Inc agree that all claims against the other can only be brought in an individual capacity, and not as a plaintiff or class member in any purported class, consolidated, or other representative proceeding. We agree that arbitrators may not conduct any class, consolidated, or representative proceeding, and are limited to providing relief warranted by an individual party's claim.

• No Third-Party Beneficiaries: We agree there are no third-party beneficiaries intended under these Terms.

• No Joint Venture: You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of VAS, and you do not have any authority of any kind to bind us in any respect whatsoever.

• Waiver: The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder.  

• Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable.  

• Entire Agreement: You agree that these Terms are the complete and exclusive statement of the mutual understanding between you and us, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms.