Terms of Use

If you have any questions or concerns about these Terms of Use please don't hesitate to contact us at info@odeo.com. Thank you!

Last Updated: April 1, 2008

Basic Terms

Odeo is a service of SonicMountain, Inc. ("SonicMountain"). Odeo provides this service to you, subject to your agreement to the following terms and conditions ("Terms of Use"). Odeo also maintains a Privacy Policy and Copyright Policy which you should review. Personal and certain other information about you is subject to our Privacy Policy. As a condition of using the Service, you agree to the terms of the Privacy Policy, as it may be changed from time to time.

If you will be "writing" to this site or engaging in activities within the site other than passively viewing site content, you must register and become a site member. During registration, you will be asked to ACCEPT these Terms of Use. Once you check the "agreement" box, you will be deemed to have consented to and you will be bound by these Terms of Use.

Visitors to the site merely wishing to "read" or view content do not need to register and become members. However, any use of this site (which includes but is not limited to simply viewing the site's content) constitutes your acknowledgement and acceptance of these Terms of Use, which takes effect the moment you first use the site.

Odeo reserves the right at any time to change the terms, conditions and notices under which its services are offered, including but not limited to these Terms of Use, by posting such changes online. It is your responsibility to refer to and comply with these updated terms and conditions upon accessing the site. Your continued use of this site after changes are posted constitutes your acceptance of these terms and conditions as modified.

Odeo may, but has no obligation to remove content and accounts containing content that Odeo determines in its sole discretion are unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable or violates any party's intellectual property or these Terms of Use. Odeo's services also may make it possible to post content hosted on Odeo to outside websites. Odeo supports this as an accepted use (in fact, its encouraged!), however pages on other websites which display Odeo content from Odeo.com must provide a link back to Odeo to the specific page where the content originates from on Odeo.com.

If these Terms of Use are not accepted in full, you do not have permission to access the contents of this site or to upload content to this site and you should cease using this site immediately.

Copyright & Other Intellectual Property

All copyright, trademarks, service marks and other intellectual property rights in this site (including the design, arrangement, and look and feel) and all material or content supplied as part of the site, other than user-generated and third-party content, shall remain at all times the property of Odeo, its affiliates, associated companies, and/or licensors.

The names, images and logos identifying Odeo are proprietary marks of Odeo, its associated companies and/or affiliates. Nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license or right under any trademark or service mark of Odeo, its associated companies and affiliates, or any third party unless expressly stated otherwise.

Password, Screen Name, and Security

When you register as a member of Odeo.com, you will be asked to select a Screen Name and we will provide you with a Password, which you are then free to change to your own original Password. Your Screen Name and Password allow you to access your account and, as we continue to enhance the site, log on to areas of the site that are reserved for members only.

You accept that it is your sole responsibility to maintain the confidentiality of your Password and Screen Name and that you are responsible for all activity that occurs under them. Odeo is unable to check the identity of people using the site and will not in any way be liable where your Password or Screen Name are used by someone else. You agree to notify Odeo immediately of any unauthorized use of your Password or Screen Name and any other breach of security as soon as you become aware of it.

Any private information and/or data relating to your membership to Odeo or any uploaded content that you are asked to supply or that you supply voluntarily as part of the registration process and as part of the upload/download process, will only be used by Odeo, our subcontractors, employees, agents and advisors, including legal advisors, as part of the process of administering your membership and when making decisions whether any material you seek to upload onto the site should be accepted or rejected. In addition, we may, at our sole discretion, disclose this information to the police, regulatory bodies or any legal advisers in connection with any suspected or alleged criminal activity or offense or suspected breach of these Terms of Use, including but not limited to any claim of infringement by you, or otherwise where required by law. Otherwise, this information will be kept private and confidential and will not be passed on to third parties without your express consent.

Hold Harmless and Indemnification

You agree to hold harmless and indemnify Odeo, its employees, agents, representatives and third-party content, distribution, advertising or other strategic partners from and against any third-party claim arising from or in any way related to your use of the Odeo.com site, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys fees, of every kind and nature. If Odeo receives notice of such a claim from someone other than the member whose use of the site is in question, Odeo will provide that member with written notice of such claim, suit or action, at the email address provided by that member at the time of registration.

Appropriate Conduct

You affirm that you are more than 13 years of age. You must be 14 years or over, or possess legal, parental, or guardian consent to register as a member of this website. If we discover or have any reason to suspect that you have not reached 14 years of age, or that you do not have legal parental or guardian consent, then we reserve the right to suspend or terminate your membership to this site immediately and without notice. Children and young people under 14 years of age are entitled to access Odeo.com to view its content but are not presently able to register as members and actively participate -- i.e., upload content. Certain parts of the site (e.g., those containing audio and video with adult language and/or content) may be unsuitable for younger viewers. Odeo may offer user-managed content ratings, but we do not independently vet or verify these ratings and therefore we cannot and do not guarantee the accuracy of these content ratings.

You are responsible for any activity that occurs under your screen name. You are responsible for keeping your password secure. You may not abuse, harass, threaten, impersonate or intimidate other Odeo users. You may not use the Odeo.com service for any illegal or unauthorized purpose, including collecting usernames and/or email addresses of members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of Odeo is prohibited. Commercial advertisements, affiliate links, and other forms of solicitation may be removed without notice and may result in termination of user accounts. Appropriate legal action will be taken for any illegal or unauthorized use of the Odeo Services. International users agree to comply with all local laws regarding online conduct and acceptable content. You are solely responsible for your conduct and any data, text, information, screen names, graphics, photos, profiles, audio and video clips, links ("Content") that you submit, post, and display on the Odeo service. The Odeo Services are for your personal use and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Odeo.com. You must not modify, adapt or hack Odeo.com or modify another website so as to falsely imply that it is associated with Odeo.com. You must not create or submit unwanted email to any Odeo members ("Spam"). You must not transmit any worms or viruses or any code of a destructive nature. You must not, in the use of Odeo, violate any laws in your jurisdiction (including but not limited to copyright laws).

Violation of any of these agreements will result in the termination of your Odeo account. While Odeo prohibits such conduct and content on its site, you understand and agree that Odeo cannot be responsible for the Content posted on its web site and you nonetheless may be exposed to such materials, and that you use the Odeo.com service at your own risk.

You agree that you are responsible for your own conduct and communications while using the Odeo's service and for any consequences thereof. You agree to use the service only to send and receive messages and material that are legal and proper. By way of example, though not as a limitation, you agree that when using our web service, you will not:

• Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
• Post inappropriate, defamatory, infringing, obscene, libelous or unlawful Content.
• Post content that infringes copyright or other proprietary right of any party (the "Rights"), unless you are the owner of the Rights or have the permission of the owner to post such Content.
• Post messages that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements.
• Restrict or inhibit any other user from using and enjoying the Service.
• Use the Service for illegal or unauthorized purposes including but not limited to distributing spam.
• Remove any copyright, trademark or other proprietary rights notices contained in or on the Service unless you know them to be incorrect and replace them with correct information.
• Submit content that falsely expresses or implies that such content is sponsored or endorsed by Odeo.
• Create member accounts by automated means or under false or fraudulent pretenses.
• Promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual.
• Transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature.
• Engage in "ad slamming" of any nature, including the repeated clicking on advertisements to increase potential earnings to you as a publisher, to increase potential costs to an advertiser, or for any reason other than viewing an advertisement as a potential consumer.
• International users agree to comply with their own local rules regarding online conduct and acceptable content, including laws regulating the export of data to the United States or your country of residence.
• Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service.
• Use any robot, spider, site search/retrieval application in unauthorized areas (those areas with appropriate robots.txt or other files prohibiting bots, spiders or other search retrieval applications), or other device to retrieve or index any portion of the Service or collect information about users for any unauthorized purpose.

While Odeo prohibits the conduct and content described above in connection with Odeo's service, you understand and agree that you nonetheless may be exposed to such conduct and/or content, and that you use the Odeo service at your own risk.

Privacy

Odeo respects the privacy of its users. Odeo will not share personally identifiable information about you with any third-party except as required by law, or as is necessary to fulfill its obligations under these Terms.

Odeo's service includes a demographic data collection system. As part of this system Odeo may ask you questions about yourself (like your age, interests, or zip code). Your answers to these questions may be stored on your computer and transmitted to Odeo from time to time. Odeo will never store this information on its servers in a way that's relatable to you or your identity, instead the information will only be stored and operated on in an aggregate way. That said, Odeo may transmit some of your answers to its advertising partners at the time advertisements are served to you. We do this in order to deliver the most relevant advertisements possible.

In addition to specific questions we may ask you, we will also record information about your use of the site that may include your IP (Internet Protocol) address and the pages and content you have viewed. This information may be shared with other users and our partners in an aggregate form that is designed to not be individually identifiable.

Please see Odeo's Privacy Policy for more information.

Prohibited Content

Our goal is to promote the free-flowing exchange of expression relating to members interests, activities and hobbies while maintaining high standards of respect and decency. In order to attain this goal, and in addition to the other content and/or action restrictions set forth in these Terms of Use and elsewhere on the Odeo.com website, the following content is prohibited on Odeo.com:

• Content involving nudity, including but not limited to, nudity or partial nudity of children of any age.
• Content that exploits children or minors or that discloses any personally identifying information beyond a first name about persons under the age of 18.
• Content that disseminates personal information about another individual for malevolent purposes, including libel, slander, defamation or harassment.
• Content that has as its sole or primary purpose to advertise a particular product or service that, in the sole judgment of Odeo, does not otherwise have redeeming value to the community. Odeo may allow the uploading of some such content for a fee, at its sole discretion. Such advertising content may be treated differently than other content (i.e. through indications that it is an advertisement, or exclusion from some indices or searches).
• Content that is or may be deemed to be grossly offensive to the online community, including but not limited to, blatant expressions of bigotry, prejudice, racism, hatred and profanity.
• Content promoting or providing instructional information about illegal activities.
• Content depicting cruelty to animals.
• Copyrighted content or material that is used without the express permission of the owner.
• Content intended to abuse, harass, stalk, threaten or otherwise violate the legal rights of others (such as the rights of privacy and publicity).
• Content that contains software or other material protected by intellectual property laws unless you own or control the rights thereto or have secured all necessary consents and/or licenses.
• Content or other material that contains viruses, corrupted files, or any other similar software or programs that may damage the operation of Odeo.com servers or another users computer.
• Content that violates any applicable laws or regulations not specifically referenced herein.

As a condition of your use of the Odeo.com site, you warrant that you will not use the services offered on the site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Odeo.com site in any manner which could damage, disable, overburden, or impair the Odeo.com site or interfere with any other parties use and enjoyment of the Odeo.com site. You may not obtain or attempt to obtain any materials or information, including but not limited to, software and other Odeo.com proprietary materials, through any means not intentionally made available or provided for through the Odeo.com site.

Odeo has no obligation to monitor the content which has been uploaded to Odeo.com or aggregated from third-party sources with the foregoing. However, Odeo reserves the right to review materials uploaded to or aggregated by Odeo and to remove any materials in its sole discretion for any reason or no reason, at any time, with or without notice to you. Odeo reserves the right to terminate your access to any or all of the services offered by Odeo at any time without notice for any reason whatsoever.

Odeo does not control or endorse the content, messages or information found in any user-generated content, uploaded material, or aggregated content and, therefore, Odeo specifically disclaims any liability with regard to such user-generated content or uploaded material and any actions resulting from such user-generated content or uploaded material.

You agree to use the services provided by Odeo only for their intended, lawful purposes and in accordance with all applicable laws. You agree not to use Odeo in any manner that interferes with its normal operation or with any other users use and enjoyment thereof. You further agree that you will not access, or cause others to access, Odeo.com through an interface or in a manner that would interfere with the monetization of Odeo-hosted content or the honoring of copyright licenses attached to Odeo-hosted content. You also agree that you will not access Odeo.com from any territory where its contents are illegal. Odeo does not endorse any user-generated content or any opinion, recommendation or advice expressed therein, and Odeo expressly disclaims any and all liability in connection with user-generated content. If notified by a user or a third party of uploaded material that allegedly does not conform to these Terms of Use, Odeo may investigate the allegation and determine in good faith and in its sole discretion whether to remove the user-generated content.

Third Party Sites & Links to Odeo

Odeo.com may contain links to other websites and aggregated content that is syndicated from other websites (Linked Sites). The Linked Sites are not under the control of Odeo and Odeo is not responsible for the contents of any Linked Site, including without limitation, any link contained in a Linked Site, or any changes or updates to a Linked Site. Odeo is not responsible for webcasting or any other form of transmission received from any Linked Site. Odeo is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Odeo or any association with its operators.

If you decide to visit any Linked Site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. Odeo does not endorse and is not responsible or liable for any content, advertising, products, services or information on, or available from, third party websites or material. Odeo is not responsible for any damage, loss or offense caused by, or in connection with, any content, advertising, products, services or information available on such websites or material. Any terms, conditions, warranties or representations associated with such dealings are solely between you and the relevant provider of the service. Odeo does not claim any legal authorization to use any trademark, trade name, logo or copyright symbol displayed in or accessible through a Linked Site.

Odeo disclaims all liability for any legal or other consequences (including claims for infringement of third party rights) of links made to this site on websites not affiliated with Odeo.

Warranty Disclaimer

Please note that the information, software, products and services included in, or available through, the Odeo.com website are continually being updated and upgraded. Odeo does not represent that they are reliable, accurate, complete, or otherwise valid. ACCORDINGLY, THE SITE IS PROVIDED AS IS WITH NO WARRANTY OF ANY KIND AND YOU USE THE SERVICE AT YOUR OWN RISK. ODEO EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, REGARDING THE SITE OR ITS CONTENT, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, WARRANTY OF SATISFACTORY PURPOSE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY AND ACCURACY.

Some states do not allow the exclusion of warranty, so the above exclusions may not apply to you.

The information and other materials included on this site may contain inaccuracies and typographical errors. Odeo does not warrant the accuracy or completeness of the information and materials or the reliability of any statement or other information displayed or distributed through the site (including, without limitation, the information provided through the use of any software or any user-generated content). You acknowledge that any reliance on any such statement or information shall be at your sole risk. Odeo reserves the right, in its sole discretion, to correct any errors or omissions in any part of the site and to make changes to the site and to the materials, products, programs, services or prices described in the site at any time without notice. Odeo does not warrant that the functions contained in this site will be uninterrupted or error free, that defects will be corrected or that this site or the server that makes it available are free of viruses or bugs. Odeo does not represent the full functionality, accuracy or reliability of any material. Odeo may terminate, change, suspend or discontinue any aspect of this site, including the availability of any features of the site, at any time without notice or liability.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ODEO AND/OR ITS EMPLOYEES, AGENTS OR AFFILIATES, BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE ODEO.COM WEBSITE, WITH THE DELAY OR INABILITY TO USE THE ODEO.COM WEBSITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE ODEO.COM WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF THE ODEO.COM WEBSITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF ODEO OR ANY OF ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. If you are dissatisfied with any portion of the Odeo.com website, or with any of these Terms of Use, your sole and exclusive remedy is to discontinue using the Odeo.com website and services provided therein.

Law and Jurisdiction

These Terms of Use shall be governed by and construed in accordance with the laws of the State of New York. Disputes arising from these Terms of Use or your use of the Odeo.com website shall be exclusively subject to the jurisdiction of the courts of New York. Any cause of action you may have with respect to your use of this site must be commenced within one (1) year after the claim or cause of action arises.

Odeo makes no representation that materials on this site are appropriate or available for use at other locations outside of the United States and access to them from territories where their contents are illegal is strictly prohibited. If you access this site from a location outside of the United States, you are responsible for compliance with all local laws.

Miscellaneous

If any of these Terms of Use or any other policies posted by Odeo management on the Odeo.com website should be determined to be illegal, invalid or otherwise unenforceable by reason of the law of any state or country in which these Terms of Use are intended to be effective, then to the extent permissible, such Term of Use or policy, or portion thereof, shall be severed and deleted from the remaining terms, conditions and policies, and the remaining terms, conditions and policies shall survive and continue to be binding and enforceable. The failure of Odeo to exercise or enforce any right or provision of these terms and conditions shall not constitute a waiver of such right or provision. The section headings contained in these Terms of Use are included for convenience only, and shall not limit or otherwise affect these terms and conditions.