Terms & Conditions
Policies, Important Disclaimers, Limitations On Liability, & Arbitration
1. INTRODUCTION
Welcome to www.auralalchemists.com, as operated by Philomath Studios, LLC (doing business as Aural Alchemists), All Rights Reserved. Registered in Illinois, United States.
a. TERMS OF USE
Last updated January 3rd, 2024.
Our Terms and Conditions govern the use of Aural Alchemists’ Website and services: music production, writing (i.e. songwriting, composition, and arranging), audio engineering (i.e. recording, editing, and mixing), and coaching/consulting.
By accessing and using the Website and its services, You agree to abide by these Terms. Please note that these terms may change at any time without prior notice, and it is Your responsibility to keep informed by reviewing the Terms & Conditions page on Our Website.
If You book Us for a Project, then you will receive a current copy of these Terms to sign electronically before working with Us. In those cases, these Terms will be incorporated into Your Engagement Letter.
The Website may contain inaccuracies, omissions, or typographical errors, including pricing and product information. We do not guarantee the accuracy or completeness of such information and reserve the right to correct errors or update information at any time without notice.
b. PRIVACY & COOKIE POLICIES:
Your access to and use of the Website and Our services are also conditioned on Your acceptance of and compliance with the Privacy Policy and Cookie Policy of the Company.
Our Privacy Policy describes Our policies and procedures on the collection, use, and disclosure of Your personal information when You use the Website and tells You about Your privacy rights and how the law protects You. Our Cookie Policy explains what cookies are, why We use them, and your rights to control our use of them.
Please read both Our Privacy Policy and Cookie Policy carefully before using Our Website. You can access both policies online from (https://www.auralalchemists.com/privacy/) and (https://www.auralalchemists.com/cookies/). We may update or revise either policy at any point in time.
c. INTELLECTUAL PROPERTY OF THE SITE:
The Site and its original content (excluding content provided by You or third-parties), features, and functionality are and will remain the exclusive property of the Company and its licensors.
The Site is protected by copyright, trademark, and other laws of Illinois, the United States, and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.
2. SUMMARIES, HEADINGS & TABLE OF CONTENTS
Summaries of the following sections (contained in this section and other sections) are only reference and navigation purposes only. Summaries outside of this section will be bold, italicized, in quotation marks and always start with, “In Short.”
The summaries contained herein do not and cannot wholly represent the substance of these Terms & Conditions. They shall not affect the interpretation or meanings of these Terms.
Section headings are also for reference purposes only and shall not affect the interpretation or meanings of these Terms. Please read each provision carefully before working with Us.
The subtitles of this in the Website version of these Terms contain are hyperlinked to navigate to any subsequent section for Your connivence.
a. INTERPRETATION & DEFINITIONS:
Provides exact definitions for capitalized terms used throughout these Terms, in order to establish clear, shared understanding of key terminology and other important concepts.
b. GENERAL TERMS:
Establishes operating procedures, sharing Project results, and appropriate conduct standards.
c. ENGAGEMENT TERMS:
Establishes scope of services, production timelines, booking terms, ownership of unused/rejected Deliverables, and archiving policies.
d. PAYMENT TERMS:
Establishes payment protocols, billing methods, automatic billing enrollment, delinquency policies, accommodation fees for extra services, and limited refund eligibility.
e. SUSPENSION & TERMINATION OF SERVICES:
Establishes Suspension and Termination policies, reasons, notice periods, conduct consequences, communication expectations, and resulting actions.
f. DISPUTE RESOLUTION:
Establishes dispute resolution procedures through informal negotiation and binding arbitration with specific exceptions.
g. LIMITATION OF LIABILITY & DISCLAIMER OF WARRANTIES:
Establishes limitations of liability, disclaimers of warranties, indemnification, use of electronic signatures/communications, and property damage liability.
h. MISCELLANEOUS:
Establishes binding nature of terms, relationship between parties, severability, jurisdiction, and contact information.
3. INTERPRETATION & DEFINITIONS
“In short: Defines terminology used in the agreement, specifying meanings of capitalized terms like Company, Deliverables, Project, and You/Client.”
a. INTERPRETATION
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or plural.
b. DEFINITIONS
“Accommodation Fee” shall refer to any fee for any service rendered beyond the scope of an Engagement Letter or rendered outside Our operating hours (extra coaching sessions, extending a recording session, extra mix revisions, making demos last minute, etc.)
“Business Day” shall refer to any day other than a Saturday, Sunday, or legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in Cook County, Illinois.
“Company” (referred to as either “the Company,” “We,” “Us,” or “Our”) refers to Philomath Studios, LLC, doing business as Aural Alchemists.
“Deliverables” refers to the physical or digital output/results (master recordings, miscellaneous audio files, sheet music, PDFs, etc.) of Our services that We deliver to You under the Project.
“Device” means any device that can access the Website such as a computer, a cellphone, or a digital tablet.
“Engagement Letter” shall refer to any signed agreement between You and the Company for a Project (production agreement, statement of work, etc.) that incorporates these Terms and Conditions.
“Guests” shall refer to any of a Your agents, business partners, subcontractors, or any other individual whom You invite to a session or meeting (i.e. extras, promoters, significant others, family) that does need to be present or active for Us to render Our services.
“Project” refers to the agreed-upon Deliverables and services that We provide for payment according to the timeline and scope within an Engagement Letter.
“Suspend” refers to pausing the Project and services We are providing You at Our discretion for any period of time.
“Team Members” shall refer to individuals or entities that You employ, partner with, or contract/subcontract, or act as Your agent (personal manager, label rep, musicians, assistants, etc.).
“Terminate” refers to prematurely ending the Project and ceasing all of Our services at the discretion of either Us or You.
“Website” (referred to as either “Website” or “Site”) refers to Aural Alchemists, accessible from (www.auralalchemists.com).
“You” (also referred to or “Your” or “Client”) shall mean the individual accessing or using the Website or Our services, or the Company, or other legal entity on behalf of which such individual is accessing or using the Website or Our services, as applicable.
4. GENERAL TERMS
“In short: The Company’s operating hours are 10 AM to 6 PM CST. Communication outside of operating hours are not guaranteed a response and You will use Our select channels of communication. You need 72-hours notice to cancel or reschedule meetings/sessions. The Company has the right to share the results of its work. There are standards for appropriate conduct that both parties will follow.”
a. OPERATING HOURS
The Company’s operating hours are 10 AM to 6 PM Central Standard Time (Chicago Time) from Monday through Friday. All communications and services We provide will be done during these hours with exceptions made only at Our discretion and availability.
b. COMMUNICATION
You will use Our chosen methods of communication for the duration of a Project. Currently, We use email, Google, and phone call. Each at Our sole discretion. Our methods of communication may change at any time, and We will notify You if this happens.
We do not guarantee any receipt, acknowledgement, or response to Your use other methods of communication that We have not chosen. Please use only the methods of communication that We instruct You on. Outside of Operating Hours, any communication from You about Your Project, such as calls, emails, or texts, may not receive a response until the next Business Day.
c. RESCHEDULING & CANCELLATION
You must provide at least 72 hours notice to cancel or reschedule any meeting or session, except for events outside Your control (e.g. illness, injury, bereavement, family crisis, or act of God).
If You fail to give sufficient notice only once (1 time) then no expenses will be incurred. For any instance after that, You will be responsible for the expenses incurred to cancel or reschedule.
d. RIGHT TO SHARE
We reserve the right to share any result of the services We render on Our Site, other websites controlled by Us, on social media, with publications, and to submit work for awards for Our services/contributions.
If You have any confidentiality requirements, please inform Us before We finalize and sign the Engagement Letter. We do not guarantee any secrecy if You fail to do so.
e. CONDUCT
Both parties are responsible for appropriate conduct during the Project. Either party may reschedule or cancel a session or meeting due to Inappropriate Conduct (defined in the next section, 4[e][i]) by the other party.
(i) INAPPROPRIATE CONDUCT
Any of the following qualifies as Inappropriate Conduct:
(1) Repeated/excessive absence or tardiness to scheduled meetings and sessions;
(2) Lying to the other party in a way is excessive or interferes with the other’s work;
(3) Impairment or any inability to work/be productive due to any recreational drug use
(4) Harassment or violent/abusive behavior directed towards anyone;
(5) Violent/grossly-negligent behavior toward anyone’s property;
(6) Any property damage caused regardless of intent;
(7) Any illegal activity as governed by State or Federal Law.
(ii) EXCLUSION FROM MEETINGS/SESSIONS
Your Team Members, Guests, and their conduct are Your responsibility. We reserve the right to limit the number of Guests or exclude them from meetings/sessions entirely for the sake of preserving Our ability to work for You. If Your Guests or Team Members interfere with Our processes or ability to operate in any way during any gathering of You and the Company, You will have them leave.
5. ENGAGMENT TERMS
“In short: The scope of services are limited to the initial Engagement Letter and rendering additional services requires an extra fee. Production timelines and modification of timelines, booking for sessions/meetings are based on the Company’s availability. The Company fully owns of any unused or rejected Deliverables. The Company has right to archive files from the Project where Your file access is retained for one year after project completion.”
a. SCOPE
We will only provide services and Deliverables as outlined in the Engagement Letter. We may offer additional services beyond the scope of the original agreement at Our discretion if You request them.
Additional services and extended sessions/meetings will incur an Accommodation Fee. You will be given a quote beforehand, and the fee will be added to Your invoice or due at the time of delivery. You may decline the service.
b. TIMELINE
Certain goals and milestones are subject to change depending on variables in the process in rendering the Our services. Changes to this schedule may be made at Our discretion with Your acknowledgement and consent.
The schedule of Your Project may also change based on how promptly We receive Your feedback. We are not liable for any delays in the Project caused by delayed feedback.
Adjustments to a Project’s schedule due to uncontrollable factors (such as illness, bereavement, injury, financial hardship, or family crisis) will be made with sufficient communication and notice from the affected Party. Cooperation from the other Party shall not be unreasonably withheld, conditioned, or delayed.
c. BOOKING
Booking any studio session or meeting is subject to Our availability. Studio sessions (pre-production, recording, production, or post-production) will not exceed ten (10) hours, including setup and teardown, in a single 24-hour period. All scheduled sessions, meetings, and calls will end at their appointed time unless We agree to a request extend them.
d. UNUSED & REJECTED DELIVERABLES
Final payment ensures that ONLY the agreed-upon or approved Deliverables are to be delivered to and/or become the Your property according to the Engagement Letter for a Project. We retain full ownership of ALL UNUSED AND REJECTED intellectual property that We create (songs, arrangements, lyrics, tracks, etc.).
e. ARCHIVE
We reserve the right to archive the files created from Our services. We will keep the files readily available for You to request copies of for up to one (1) year after the completion of your project. After which, file retention and/or access is not guaranteed and should not be expected.
6. PAYMENT TERMS
“In short: You are required to use Our selected billing methods and enroll in automatic billing. Payments the are late after 5 business days will result in Suspension of the Project. Accommodation fees will be billed for services beyond the Engagement Letter’s scope and You can accept or decline. Your initial deposit is refundable but subsequent payments are not.
Partial refunds can be issued at Company discretion depending on on work completed based on Sections 7(d) and 7(e) — not due to Your dissatisfaction with Deliverables.”
a. BILLING METHODS
Payment will be made through Our chosen methods. Any changes to the billing method will be communicated to You in advance. Payment cards will be subject to validation and authorization by Your card issuer. We currently use Dubsado (https://www.dubsado.com/), Stripe (https://stripe.com/), Wave (https://www.waveapps.com), and PayPal (https://www.paypal.com/).
You must provide complete and accurate billing information, including full name, address, state, zip code, telephone number, and valid payment method information. Delay in services due to lack of authorization, inaccurate billing information, or lack of payment is not Our responsibility.
b. AUTOMATIC BILLING
For Projects with the payment split into three or more installments, You must enroll in automatic billing, including installments dependent on milestones in the Engagement Letter’s timeline. If automatic billing fails, We will issue an electronic invoice with a deadline to pay the full amount according to the Engagement Letter.
c. DELINQUENT PAYMENTS
You agree to promptly communicate any issues with payment delivery. You may request a Suspension if You are facing extenuating difficulties with Your finances. Work will be halted if payment is late and will only resume once payment is made.
All work will cease after any payment is three (3) days late. We will Suspend the Project at Our sole discretion if an alternative date is not agreed upon within twenty (20) Business Days or You are late on more than one payment.
d. ACCOMMODATION FEES
Any service You request that involves excess time, work outside of operating hours, or services beyond the scope of the Engagement Letter will incur an Accommodation Fee. You will always be informed of any Accommodation Fee amounts and reasons for their application before You are billed.
You have the choice to accept or decline any Accommodation Fee. However, declining the Accommodation Fee will mean that services beyond the Engagement Letter’s scope will not be provided.
Depending on the service requested, the Accommodation Fee will be billed in advance, upon delivery or added to Your invoice for later payment. Due the high variation of possible services and needs, Accommodation Fees are given by quote only. The billing method is at Our discretion.
e. REFUNDS
All payments are non-refundable, except for (1) situations outlined in sections 7(d) and 7(e) and (2) specific payments that We predetermine as fully refundable at Our sole discretion. Payments that are predetermined to be fully refundable will communicated to You in writing.
In situations governed by sections 7(d) and 7(e)Partial refunds are granted at Our discretion on a case-by-case basis, depending on the work completed, remaining services, amounts paid and outstanding, and vendors/subcontractors paid. If issued, it is Our sole discretion to deliver any further Deliverables to You.
If We anticipate any issues that may interfere with the Project, We will communicate and work on solutions with You. If We fail to communicate and complete the work, then You may request a partial refund as governed and sections 7(d) and 7(e).
Refunds will not be granted if You simply do not like the results of Our work. We do not issue refunds on any payments made if the Project is Suspended or Terminated, except in the situations defined in sections 7(d) and 7(e). We are not responsible for how You feel about Our work, but We will strive to ensure Your satisfaction with the result of the Project regardless. We only accept clients that We know We can satisfy.
7. SUSPENSION & TERMINATION OF SERVICES
“In short: You have the right to Terminate a Project freely, but will not receive a refund in such case. The Company reserves Suspension rights for Client requests, term violations on Your part, or nonpayment and Termination rights for lack of issue resolution after Suspension.
Excessive or severe Inappropriate Conduct by either party will result in Suspension or Termination. In the case of failure or Inappropriate Conduct on the Company’s part, refund eligibility is tied to the amount of work completed. Non-communication, lack of action, or failure from either party will result in Suspension or Termination.”
a. SUSPENSION
We reserve the right to freely Suspend any Project for any of the following reasons, with the resumption date subject to Our availability:
(1) You request that the Project to be suspended for personal or financial reasons which will not to exceed a period of twelve (12) months.
(2) You violate any of these Terms.
(3) You fail, refuse, or neglect to deliver the compensation for the Project to Us.
b. TERMINATION
You reserve the right to freely Terminate a Project before the completion of the Our services. If You do decide to Terminate a Project, then any payments made are non-refundable excluding situations defined in sections 7(d) and 7(e).
If both parties have not resolved the issue and agree on a date to resume a Suspended Project within sixty (60) Business Days of Suspension, then the Company reserves the right to Terminate the Suspended Project freely.
In this case, any payments made will be forfeited. Both parties agree to give fair notice (at least ten [10] Business Days) to the other with at least an adequate chance to resolve the situation without resorting to Termination.
c. INTERFERENCE
If You, Your Team Members, or Your Guests interfere with Our processes or responsibilities, or impede Our ability to operate with the following actions, including, but not limited to excessive micromanagement, lack of trust in Us, or executing decisions while having no reason to or lacking the ability to do so then We reserve the right to Suspend or Terminate Your Project.
d. EXCESSIVE/SEVERE INAPPROPRIATE CONDUCT
You reserve the right to Terminate any Project due to excessive (i.e. consistent or repeated) or severe (where damage occurs a wronged party) Inappropriate Conduct from Us, Our employees, or contractors are. You will be entitled to a partial refund based on the work We have completed until that point.
Likewise, We reserve the right to Suspend or Terminate any Project due to excessive or severe Inappropriate Conduct from You, Your Team Members, or Your Guests at Our discretion. In such case, You will not receive any refund.
e. NO-COMMUNICATION, LACK OF ACTION, & FAILURE
If We fail to adhere to the Project’s timeline due to Our incompetence, neglect, or uncontrollable factors (such as illness, bereavement, injury, or family crisis) for twenty (20) Business Days, You may terminate the Project.
If We anticipate any factors outside of Our control interfering with Our work, We will discuss possible solutions with You before You may terminate the Project. If We fail to communicate with You while failing to adhere to the Project’s timeline, You may terminate the Project.
If You do not communicate with the Company for twenty (20) Business Days, the Company reserves the right to Suspend the Project until You and the Company agree on a date to resume the Project.
If You slow or impede the Project down through a lack of effective communication (moving the Project forward) or inaction on Your part, We reserve the right to Suspend the Project after reasonable effort on Our part to correct the issue.
8. DISPUTE RESOLUTION
“In short: A multi-step dispute resolution process requires the parties to first attempt informal negotiation for at least 20 business days before proceeding to binding arbitration administered under AAA rules, with the Company covering fees if excessive.
Arbitration shall take place in Illinois, USA, and the award may be challenged if the arbitrator fails to follow applicable law. Certain disputes like IP issues are exempt from negotiation/arbitration. Class actions are prohibited and any disputes are limited to the individual parties involved.”
a. INFORMAL NEGOTIATIONS
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms and Conditions (each “Dispute” and collectively, the “Disputes”) brought by either You or Us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least twenty (20) Business Days before initiating the arbitration. Such informal negotiations commence upon written notice (via email or print mail) from one Party to the other Party.
b. BINDING ARBITRATION
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved through binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website (https://www.adr.org/).
Your arbitration fees and Your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, We will pay all arbitration fees and expenses.
The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so.
Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in the United States, Illinois. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in the United States, Illinois, and the Parties hereby consent to and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts.
In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1) year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable, and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
c. RESTRICTIONS
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law:
(1) No arbitration shall be joined with any other proceeding;
(2) There is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class-action procedures;
(3) There is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
d. EXCEPTIONS TO INFORMAL NEGOTIATIONS & ARBITRATION
The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration:
(1) Any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party;
(2) Any Dispute related to or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use;
(3) Any claim for injunctive relief.
If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable, and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
9. LIMITATION OF LIABILITY & DISCLAIMER OF WARRANTIES
“In short: There is limited liability for the Company related to the Website and services, disclaimers of all warranties express or implied. The agreement requires Client indemnification and consent to electronic signatures and communications. There is disclaimers regarding third-party sites and links. There is property damage liability if caused by either party along with equipment usage prohibitions.”
a. WEBSITE & SERVICE LIABILITY
By entering, You agree to release and hold harmless Philomath Studios, LLC (doing business as Aural Alchemists) and its subsidiaries, affiliates, advertising and promotion agencies, partners, representatives, agents, successors, assigns, employees, officers, and managers from any liability, loss, litigation, claim, or damage that may occur, directly or indirectly, whether caused by negligence or not, from:
(1) Viruses, spyware, or device damage;
(2) Inaccuracies or errors;
(3) Damage caused by third parties;
(4) Typos and description inaccuracies.
While We strive to provide a reliable service, issues may arise, and We cannot guarantee uninterrupted or error-free access to the Site. We are not responsible for any lost profits, data, or damages connected to Your use of the Site.
IN NO EVENT WILL WE OR OUR MANAGERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU, AT ALL TIMES, BE LIMITED TO $100.00 USD. CERTAIN U.S. STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
b. “AS-IS AND AS-AVAILABLE” DISCLAIMER
THE SITE AND OUR SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE, AND WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR:
(1) ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS;
(2) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE;
(3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN;
(4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE;
(5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY;
(6) ANY DAMAGE CAUSED BY A THIRD PARTY;
(7) AND/OR ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE.
WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
c. INDEMNIFICATION
You agree to defend, indemnify, and hold Us, Our subsidiaries, affiliates, officers, agents, partners, and employees harmless from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, arising out of:
(1) Your use of the Site;
(2) Your breach of these Terms and Conditions;
(3) Any breach of Your representations and warranties set forth in these Terms and Conditions;
(4) Your violation of third-party rights, including intellectual property rights;
(5) Any harmful act towards another user of the Site with whom You connected via the Site.
(i) NOTICE & DEFENSE OF EITHER PARTY
(1) If a third party brings a claim against one party (the “Indemnified Party”) due to a breach of warranties, representations, covenants, or agreements made by the other party (the “Indemnifying Party”), the Indemnified Party must promptly notify the Indemnifying Party in writing.
(2) The Indemnifying Party shall have the right, but not the obligation, to assume the defense and control of the claim within 20 business days from receiving the notice. However, the Indemnifying Party cannot assume the defense if the Indemnified Party is facing an injunction or believes it has an exclusive defense.
(3) If the Indemnifying Party assumes the defense, the Indemnified Party may, at its own expense, engage separate counsel to monitor the proceedings and participate in the defense.
(4) If the Indemnifying Party fails to assume or diligently pursue the defense within the specified time, the Indemnified Party may take control of the defense.
(5) The Indemnifying Party cannot settle the claim without the prior written consent of the Indemnified Party, except where the settlement does not impose financial liability or other obligations on the Indemnified Party.
(6) If the Indemnified Party assumes the defense, it cannot settle the claim without the prior written consent of the Indemnifying Party, except as agreed upon.
(7) Upon the entry of a final, non-appealable judgment or settlement, the Indemnifying Party shall reimburse the Indemnified Party for all losses, liabilities, damages, and reasonable expenses incurred.
d. ELECTRONIC SIGNATURES & COMMUNICATIONS CONSENT
Visiting the Site, sending Us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and You agree that all agreements, notices, disclosures, and other communications We provide to You electronically, via email, and on the Site, satisfy any legal requirement that such communication is in writing.
YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO THE ELECTRONIC DELIVERY OF NO-TICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE.
You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
e. THIRD-PARTY WEBSITE DISCLAIMER
Our Site may contain links to third-party websites or services that We do not own or control. We strongly advise You to read the Terms and Conditions and privacy policies of any third-party websites or services that You visit. The Company has no control over and assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services.
You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services.
f. PROPERTY DAMAGE
If either party causes property damage to the other or a third party involved in the Project, the offending party will be liable for all costs associated with repairing or replacing the damaged property.
Normal wear and tear and factors outside of either party’s control are excluded. You, Your team members, and Your guests are prohibited from operating or touching any equipment that You do not own or control unless We specifically instruct You to do so.
10. MISCELLANEOUS
“In short: These Terms and any signed Engagement Letter constitute the full agreement. There is no employment/partnership relationship between the parties and provisions are severable if any are deemed invalid. The Company can assign rights/duties. No defenses are waived due to electronic format and jurisdiction is Illinois. You may contact the Company with complaints or questions using contact information in this section.”
a. ENTIRE AGREEMENT
These Terms and Conditions, along with any posted policies or operating rules, constitute the entire agreement between You and Us. except for any signed Engagement Letter (along with any attachments and exhibits for the Services Agreement) incorporating these Terms and Conditions and signed by the Company. In the case that You sign an Engagement Letter with Us, then the Engagement Letter will define how the entire agreement is governed instead of these Terms and Conditions.
b. NO JOINT VENTURE
There is no joint venture, partnership, employment, or agency relationship created between You and Us as a result of these Terms and Conditions, receiving services from Us, or use of the Site.
c. SEVERABILITY
If any provision or part of a provision of these Terms and Conditions is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions or of Our right to require strict observance of each of the terms herein.
d. OTHER PROVISIONS
These Terms and Conditions operate to the fullest extent permissible by law. We may assign any or all of Our rights and obligations to others at any time. Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision.
We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond Our reasonable control. You agree that these Terms and Conditions will not be construed against Us by virtue of having drafted them You hereby waive any and all defenses. You may have based on the electronic form of these Terms and Conditions and the lack of signing by the parties hereto to execute these Terms and Conditions.
e. JURISDICTION
These Terms shall be construed with the laws of the State of Illinois, without regard to any conflict of law provisions.
f. CONTACT INFO
In order to resolve a complaint regarding the Site or to receive further information regarding the use of the Site, please contact Us at:
[email protected]
Philomath Studios, LLC (D.B.A. Aural Alchemists)
(708) 400-9216
4137 Sauk Trl, Ste 337
Richton Park, IL, 60471