Guiding Your Use of Audo

1. GENERAL USE AND RESTRICTIONS

• USE OF SERVICES. You agree not to access and/or use the Services for any purpose that is not expressly permitted by these Terms of Service or is otherwise unlawful.
• REGISTRATION. In order to access certain features of Services you may be required to become a Registered User. For purposes of these Terms of Service, a “Registered User” is a User who has registered an account on the Site (“Account”). If you provide any information to us, you agree to provide only true, accurate, current and complete information, and you will keep such information true, accurate, current and complete. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of Site by minors. You may not share your Account or password with anyone, and you agree to (1) notify Audo immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Audo has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Audo has the right to suspend or terminate your Account and refuse any and all current or future use of Site and Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself.
• RESTRICTIONS. The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Site or Services (“Audo Properties”) or any portion of Audo Properties, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Audo Properties (including images, text, page layout or form) of Audo; (c) you shall not use any metatags or other “hidden text” using Audo's name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Audo Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not access Audo Properties in order to build a similar or competitive website, application or service; (f) except as expressly stated herein, no part of Audo Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Audo Properties. Any future release, update or other addition to Audo Properties shall be subject to the Terms. Audo, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of Audo Properties terminates the licenses granted by Audo pursuant to the Terms.

2. THE SERVICES

• Content Offerings. Through the Site and the Partners, Audo offers educational coursework and content on a variety of subjects, including software engineering, business administration and financial planning, among others (“Content Offerings”).
• No Academic Credit. Audo does not grant academic credit for the completion of Content Offerings. Unless otherwise explicitly indicated by a credit-granting institution, participation in or completion of Content Offerings does not confer any academic credit. Even if credit is awarded by one institution, there is no presumption that other institutions will accept that credit. You agree not to accept credit for completing a Content Offering unless you have earned a course certificate or other equivalent documentation of your completion of the Content Offering. Audo and its Partners, have no obligation to have Content Offerings recognized by any educational institution or accreditation organization.
• No Academic Credit. Audo does not grant academic credit for the completion of Content Offerings. Unless otherwise explicitly indicated by a credit-granting institution, participation in or completion of Content Offerings does not confer any academic credit. Even if credit is awarded by one institution, there is no presumption that other institutions will accept that credit. You agree not to accept credit for completing a Content Offering unless you have earned a course certificate or other equivalent documentation of your completion of the Content Offering. Audo and its Partners, have no obligation to have Content Offerings recognized by any educational institution or accreditation organization.
• Third-Party Offerings. We may make third-party products and/or services available as part of the Services, including but not limited to our integration with providers of educational content (collectively, “Third-Party Offerings”). You agree that Audo is not responsible for, and does not provide or control, those Third-Party Offerings. Audo encourages you to be aware of this when you access or use a Third-Party Offering, and to read the legal notices and privacy policies of each and every provider of such Third-Party Offering. Your use of a Third-Party Offering will be subject to the terms of use, privacy policy, and any other applicable terms and conditions, required by the provider of such Third-Party Offering. Audo provides these Third-Party Offerings as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Offerings, and you access and/or use all such Third-Party Offerings at your own risk.
• Third-Party Offerings. We may make third-party products and/or services available as part of the Services, including but not limited to our integration with providers of educational content (collectively, “Third-Party Offerings”). You agree that Audo is not responsible for, and does not provide or control, those Third-Party Offerings. Audo encourages you to be aware of this when you access or use a Third-Party Offering, and to read the legal notices and privacy policies of each and every provider of such Third-Party Offering. Your use of a Third-Party Offering will be subject to the terms of use, privacy policy, and any other applicable terms and conditions, required by the provider of such Third-Party Offering. Audo provides these Third-Party Offerings as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Offerings, and you access and/or use all such Third-Party Offerings at your own risk.
• Third-Party Links. Through the Services, you will have the ability to access and/or use content provided by instructors, other users, and/or other third parties and links to websites and services maintained by third parties (collectively, the “Third-Party Links”). Audo cannot guarantee that such Third-Party Links, in the Services or elsewhere, will be free of material you may find objectionable or otherwise inappropriate or of malware or other contaminants that may harm your computer, mobile device, or any files therein. Audo disclaims any responsibility or liability related to your access or use of, or inability to access or use, such Third-Party Links. Audo provides these Third-Party Links only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links, or any product or service provided in connection therewith. You use all Third-Party Links at your own risk.

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREUNDER, YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT AUDO IS NOT THE PROVIDER OF THE THIRD-PARTY OFFERINGS AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SUCH THIRD-PARTY OFFERINGS. YOU REPRESENT THAT YOU ARE NOT RELYING ON ANY STATEMENTS, SPECIFICATIONS, GRAPHICS OR OTHER ILLUSTRATIONS REPRESENTING THIRD-PARTY OFFERINGS OR THAT MAY BE PROVIDED BY AUDO. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT AUDO HAS NO OBLIGATION OR LIABILITY ARISING FROM THE PROVISION, OPERATION AND/OR PERFORMANCE OF THIRD-PARTY OFFERINGS. ANY THIRD-PARTY OFFERINGS MADE AVAILABLE UNDER THE TERMS ARE MADE AVAILABLE ON AN “AS IS” BASIS. AUDO HEREBY DISCLAIMS AND YOU WAIVE ALL REPRESENTATIONS, CONDITIONS AND WARRANTIES WITH RESPECT TO SUCH THIRD-PARTY OFFERINGS (WHETHER EXPRESS, IMPLIED, OR STATUTORY), INCLUDING WITHOUT LIMITATION, ANY WARRANTY OR CONDITION: (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF THE PURPOSE IS KNOWN TO AUDO), NONINFRINGEMENT, TITLE, SATISFACTORY QUALITY, QUIET ENJOYMENT, OR ACCURACY; AND (B) ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN THE INDUSTRY.

3. FEES AND PAYMENT

• Payments. If appliable, you agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide Audo with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”), as a condition to signing up for any paid Services. Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement and not the Terms to determine your rights and liabilities. By providing Audo with your credit card number and associated payment information, you agree that Audo is authorized to immediately invoice your Account for all fees and charges due and payable to Audo hereunder and that no additional notice or consent is required. You agree to immediately notify Audo of any change in your billing address or the credit card used for payment hereunder. Audo reserves the right at any time to change its prices and billing methods, either immediately upon posting on Audo Properties or by e-mail delivery to you. All charges are non-refundable.
• Subscriptions. If applicable, you will be responsible for payment of the monthly or annual subscription fee (the “Subscription Fee”). Your subscription will continue indefinitely until terminated in accordance with the Terms of Service. After your initial monthly or annual subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at Audo's then-current price for such subscription. You agree that you will be subject to this automatic renewal feature unless you cancel your subscription at least (a) thirty (30) days prior to the Renewal Commencement Date (or in the event that you receive a notice from Audo that your subscription will be automatically renewed, you will have thirty (30) days from the date of the Audo notice). If you do not wish your account to renew automatically, or if you want to change or terminate your subscription, you can manage your subscription by contacting info@audo.com. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the Subscription Fee paid for the then-current subscription period. By subscribing, you authorize Audo to charge your payment mechanism now, and again at the beginning of any subsequent subscription period. Upon renewal of your subscription, if Audo does not receive payment from your payment mechanism, (i) you agree to pay all amounts due upon demand, and/or (ii) you agree that Audo may either terminate or suspend your subscription and continue to attempt to charge your payment mechanism until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).

4. USER CONDUCT

General. In connection with your use of Audo Properties, you shall not:

• Make Available any Reviews, information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through Audo Properties (“Content”) that (i) is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening, or promotes violence or actions that are threatening to any other person; or (v) promotes illegal or harmful activities;
• Harm minors in any way;
• Make available any Content that you do not have a right to Make Available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);
• Make Available any Content that infringes the rights of any person or entity, including without limitation, any patent, trademark, trade secret, copyright, privacy, publicity or other proprietary or contractual rights;
• Intentionally or unintentionally violate any applicable local, state, national or international law or regulation, or any order of a court;
• Register for more than one Account or register for an Account on behalf of an individual other than yourself;
• Stalk or otherwise harass any other user of our Audo Properties; or
• Advocate, encourage or assist any third party in doing any of the foregoing activities in this section.

Commercial Activities. You agree that you will not, under any circumstances (except to the extent expressly authorized by the Terms):

• Reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purpose any portion of Audo Properties (including your Account), or access to or use of Audo Properties;
• Upload, post, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
• Use Audo Properties or any part thereof for any commercial purpose, including, but not limited to communicating or facilitating any commercial advertisement or solicitation;
• Engage in any chain letters, contests, junk email, pyramid schemes, spamming, surveys or other duplicative or unsolicited messages (commercial or otherwise); or
• Market any goods or services for any business purposes.

5. RESPONSIBILITY FOR CONTENT AND COPYRIGHT INFRINGEMENT

Types of Content. You acknowledge that all Content, including Audo Properties, is the sole responsibility of the party from whom such Content originated. This means that you, and not Audo, are entirely responsible for all Content that you Make Available through Audo Properties (“Your Content”), and that you and other Users of Audo Properties, and not Audo, are similarly responsible for all Content they Make Available through Audo Properties (“User Content”).

No Obligation to Pre-Screen Content. You acknowledge that Audo has no obligation to pre-screen Content (including, but not limited to, Reviews), although Audo reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Audo pre-screens, refuses or removes any Content, you acknowledge that Audo will do so for Audo's benefit, not yours. Without limiting the foregoing, Audo shall have the right to remove any Content that violates the Terms or is otherwise objectionable.

Procedure for Making Claims of Copyright Infringement. It is Audo's policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to Audo by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Site in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Site of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Contact information for Audo's Copyright Agent for notice of claims of copyright infringement is as follows: Andrew Jensen, 3277 S. White Rd, PMB 18482, San Jose, CA 95148-4065.

6. INVESTIGATIONS.

Audo may, but is not obligated to, monitor or review Audo Properties and Content at any time. Without limiting the foregoing, Audo shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law. Although Audo does not generally monitor user activity occurring in connection with Audo Properties or Content, if Audo becomes aware of any possible violations by you of any provision of the Terms, Audo reserves the right to investigate such violations, and Audo may, at its sole discretion, immediately terminate your license to use Audo Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.

7. INTERACTIONS WITH OTHER USERS

User Responsibility. You are solely responsible for your interactions with other Users and any other parties with whom you interact; provided, however, that Audo reserves the right, but has no obligation, to intercede in such disputes. You agree that Audo will not be responsible for any liability incurred as the result of such interactions.

Content Provided by Other Users. Audo Properties may contain User Content provided by other Users. Audo is not responsible for and does not control User Content. Audo has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk.

8. REMEDIES

Violations. If Audo becomes aware of any possible violations by you of the Terms, Audo reserves the right to investigate such violations. If, as a result of the investigation, Audo believes that criminal activity has occurred, Audo reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Audo is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Audo Properties, including Your Content, in Audo's possession in connection with your use of Audo Properties, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms, (3) respond to any claims that Your Content violates the rights of third parties, (4) respond to your requests for customer service, or (5) protect the rights, property or personal safety of Audo, its Users or the public, and all enforcement or other government officials, as Audo in its sole discretion believes to be necessary or appropriate.

Breach. In the event that Audo determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for Audo Properties, Audo reserves the right to:

• Warn you via e-mail (to any e-mail address you have provided to Audo) that you have violated the Terms;
• Delete any of Your Content provided by you or your agent(s) to Audo Properties;
• Notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or
• Pursue any other action which Audo deems to be appropriate.

9. TERM AND TERMINATION

Term. The Terms of Service commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Audo Properties, unless terminated earlier in accordance with the Terms of Service.

Prior Use. Notwithstanding the foregoing, if you used Audo Properties prior to the date you accepted the Terms, you hereby acknowledge and agree that the Terms commenced on the date you first used Audo Properties (whichever is earlier) and will remain in full force and effect while you use Audo Properties, unless earlier terminated in accordance with the Terms.

‍Termination of Services by Audo. If you have materially breached any provision of the Terms, if Audo is required to do so by law (e.g., where the provision of the Site, or the Services is, or becomes, unlawful), or if Audo otherwise determines such termination or suspension is appropriate (in Audo's sole discretion) Audo has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in Audo's sole discretion and that Audo shall not be liable to you or any third party for any termination of your Account.

‍Termination of Services by You. If you want to terminate the Services provided by Audo, you may do so by (a) notifying Audo at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to Audo's address set forth below.

Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Audo will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

No Subsequent Registration. If your registration(s) with or ability to access Audo Properties, then you agree that you shall not attempt to re-register with or access Audo Properties or any Audo community through use of a different member name or otherwise. In the event that you violate the immediately preceding sentence, Audo reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

10. OWNERSHIP

Audo Properties. Except with respect to Your Content and User Content, you agree that Audo and its suppliers own all rights, title and interest in Audo Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Audo Properties.
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Other Content. Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in Audo Properties.
Your Content. Audo does not claim ownership of Your Content. However, when you post or publish Your Content on or in Audo Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.

License to Your Content. Subject to any applicable account settings that you select, you grant Audo a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Content (in whole or in part) for the purposes of operating and providing Audo Properties to you and to our other Users. Please remember that other Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of Audo Properties. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Audo, are responsible for all of Your Content that you Make Available on or in Audo Properties.

Your Profile. Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter. You may not post or submit for print services a photograph of another person without that person's permission.
Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Audo through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Audo has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Audo a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Audo Properties

11. INDEMNIFICATION

You hereby agree to indemnify and hold harmless Audo and its affiliates, officers, members, managers, directors, employees, equity holders, information providers, suppliers, licensors and licensees, and their respective successors and assigns (“Covered Persons”) from and against any and all losses, damages, liabilities, deficiencies, judgments, interest, awards, fines, costs or expenses of whatever kind, including, without limitation, amounts paid in settlement and reasonable attorneys' fees incurred by any Covered Person in connection with any claim, action, arbitration, litigation, subpoena or investigation of any nature (whether at law or in equity) arising out or caused by (a) your access and/or use of the Audo Services, (b) any claim that Your Content misappropriates, infringes or otherwise violates any third party's rights, including privacy or intellectual property right of any third party, (c) any breach, or alleged breach, of any of these Terms by you, (d) your interaction with any other user of the Services, or (e) any bodily injury, including death, or property damage caused by you in connection with the Services.

12. DISCLAIMER OF WARRANTIES

You expressly acknowledge and agree that your use of the Service is at your sole risk. The Service is provided on an "AS IS", "WITH ALL FAULTS", and "AS AVAILABLE" basis. Audo makes no representations or warranties relating to the Service including, without limitation, representations or warranties that (a) the Service shall meet your requirements, (b) the operation of the Service will be uninterrupted or error free, (c) the Service will be secure; or (d) any defects in the Service will be corrected. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND AUDO HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT AUDO KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), TITLE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, AUDO MAKES NO WARRANTY OF ANY KIND THAT THE SERVICE, OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR BE SECURE, ACCURATE.‍YOU ACKNOWLEDGE AND AGREE THAT AUDO IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD AUDO LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.‍YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES. YOU UNDERSTAND THAT AUDO DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE.

13. LIMITATION OF LIABILITY

IN NO EVENT SHALL ANY COVERED PERSON BE LIABLE FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM ANY USER'S USE OF OR PARTICIPATION IN THE SERVICES, OR (B) INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THESE TERMS OF SERVICE AND/OR THE SERVICE, WHETHER FOR BREACH OF CONTRACT, IN TORT OR OTHERWISE, EVEN IF SUCH COVERED PERSON IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE A REASONABLY FORESEEABLE CONSEQUENCE OF A BREACH OF THIS AGREEMENT OR A TORT THAT FALLS WITHIN THE SCOPE OF THIS AGREEMENT. IN NO EVENT SHALL ANY COVERED PERSON'S TOTAL LIABILITY TO YOU FOR ANY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS OF SERVICE OR THE SERVICE, WHETHER FOR BREACH OF CONTRACT, IN TORT OR OTHERWISE, EXCEED THE GREATER OF (A) TEN U.S. DOLLARS ($10) OR (B) THE AMOUNT YOU PAID TO US, IF ANY, DURING THE THREE (3) MONTH PERIOD IMMEDIATELY BEFORE THE APPLICABLE CLAIMS AROSE. THE FOREGOING LIMITATIONS APPLY NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

14. MODIFICATIONS TO THE SERVICE

Audo may modify the use of all or any portion of the Services at any time for any reason (or for no reason) and without notice or liability. Audo suspend, discontinue and/or restrict the use of all or any portion of the Services at any time for any reason (or for no reason) without liability upon thirty (30) days' notice by emailing registered users.

15. DISPUTE RESOLUTION

Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Audo and limits the manner in which you can seek relief from us.

Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Service, or to any aspect of your relationship with Audo, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or Audo may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Terms of Service or any prior version of this Terms of Service.

Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to us at info@audo.com. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys' fees and interest, shall be subject to JAMS's most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS's most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS's rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS's filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Audo will pay them for you. In addition, Audo will reimburse all such JAMS's filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Audo. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum's rules, and the Terms of Service (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

Waiver of Jury Trial. YOU AND AUDO HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Audo are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 15.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Terms of Service as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection's limitations as to a given claim for relief, than then claim must be severed from the arbitration and brought into the State or Federal Courts located in San Mateo County, California. All other claims shall be arbitrated.

30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: 655 Oak Grove Avenue #687, Menlo Park, CA, 94026 or info@audo.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Audo username (if any), the email address you used to set up your Audo account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Terms of Service will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

Severability. Except as provided in subsection 15.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Audo.

Modification. Notwithstanding any provision in this Terms of Service to the contrary, we agree that if Audo makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Audo at the following address: 655 Oak Grove Avenue #687, Menlo Park, CA, 94026.

16. GENERAL PROVISIONS

Electronic Communications. The communications between you and Audo use electronic means, whether you visit Audo Properties or send Audo e-mails, or whether Audo posts notices on Audo Properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Audo in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Audo provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

Release. You hereby release Covered Persons and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of Audo Properties, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of Audo Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party. The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Covered Person or for such person's fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the any Services provided hereunder.

Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Audo's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

Force Majeure. Audo shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Audo Properties, please contact us at: info@audo.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
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Limitation Period. YOU AND AUDO AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS, AUDO PROPERTIES OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Audo agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in San Mateo County, California.

Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE TERMS. IN THE EVENT OF ANY DISPUTE RELATED TO THESE TERMS THAT IS NOT SUBJECT TO BINDING ARBITRATION, YOU AND AUDO WILL SUBMIT TO THE PERSONAL JURISDICTION OF AND EXCLUSIVE VENUE IN THE FEDERAL AND STATE COURTS LOCATED IN AND SERVING SANTA CLARA COUNTY, CALIFORNIA AS THE LEGAL FORUM FOR ANY SUCH DISPUTE.

Notice. Where Audo requires that you provide an e-mail address, you are responsible for providing Audo with your most current e-mail address. In the event that the last e-mail address you provided to Audo is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Audo's dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Audo at the following address: 655 Oak Grove Avenue #687, Menlo Park, CA, 94026. Such notice shall be deemed given when received by Audo by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

Export Control. You may not use, export, import, or transfer Audo Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Audo Properties, and any other applicable laws. In particular, but without limitation, Audo Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using Audo Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Audo Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Audo are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Audo products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

Entire Agreement. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

17. HOW TO CONTACT US

If you have any questions or comments about these Terms of Service or this Site, please contact us at: info@audo.com.