1. About our Terms

These Terms explains your permitted use of this website and/or our mobile application, including without limitation our https://show.soundeon.com (the “Website”).

By using or accessing our website, you agree to be bound by these Terms and our privacy policy. If you do not agree with or accept any of these Terms, kindly log out and prohibit any further us of our website.

Definitions

“Acceptable use policy” means the policy that governs your permitted use of our website;

“Artist” is a third-party User of our website who sells via the website(seller). The Artist is not affiliated to “SoundeonOÜ” in any way.

“Artist’s Services” means the services and/or contents that are provided to Fans by Artists through our website which includes but not limited to distribution of the Content [including Digital Content], subscription to Artist Directory, other interaction features available to Artists through our website, and to which the Framework Terms for purchasing Content apply in addition to the Terms;

“Content” are all digital contents available on our website or mobile application, they include but not limited to texts, trademarks, videos, audios, images, sound recordings, synchronized videos with sound recordings and other audiovisual works, and the musical works embodied within sound recordings and music videos, forum comments, messages, information, data, software, scripts, text, photographs, graphics, and interactive features generated, or other multimedia content or other information or material provided, or otherwise made accessible through the Site. Content is the sole responsibility of the user or entity that provided it to the website;

“Crowdfunding Services” means the crowdfunding function provided to the Artist through our website. Crowdfunding Terms and Conditions apply in addition to the Terms;

“Crowdfunding Terms” are terms applicable to you when you use the Crowdfunding Services;

“Digital Content” means Content made available through our Services;

“Fan” “Buyer” or “Customer” or “End user” is a third-party User of the website who the Artist offer their content and/or services;

“Pledge” are funds provided for a Campaign by a Pledger;

“Pledger” is a User of the website who has registered to pledge for a Campaign;

“Services” means the services we provide to the Fan and the Artist through our Website. For the avoidance of doubt, ‘Soundeon OÜ’ is a provider of only Software and hosting services which is a platform designed for third-party Artist to offer/sell/distribute content and/or services to Fans. All rights to such contents belongs to the Artist. ‘SoundeonOÜ’ in no way affiliated with these Artists as we only provide Software Technology and Hosting Services.

“Submission” are Contents such as audios, videos, pictures, texts, documents, files that are added, created, uploaded, submitted, transmitted, distributed or posted on the website or throughout the Services by the Fan or Artist.

2. Account REGISTRATION and Using the WEBSITE

Our website is designed for personal use (except with respect to Artists, Artist Companies or Artists Representatives (each, an “Artist”) only.  You can browse our website without registering for an account but to use some of our website services, you’ll need to register, choose an account name, and set a password. Your account is not transferable or assignable and is void where prohibited. Our Website and Services are intended solely for Users who are at least 18 years of age or with parental/legal guidance for users between 13-17 years of age and has explicitly agreed to our Terms, Privacy Policy and other agreements and documents which may be required by ‘Soundeon OÜ’ and applicable law.

 Any registration by, use of, or access to our Website by anyone under that age is unauthorized, unlicensed, and in violation of these Terms and Conditions. By using our Website and/or Services you represent and warrant that you are of the permitted age and agree to abide by all the terms and conditions of this Agreement. If necessary, we may ask you for proof of age. 

When you complete the registration process, you will receive a password that will allow you to access our Website. You agree to maintain the confidentiality of your password and are fully responsible for all liability and damages resulting from your failure to maintain that confidentiality and all activities that occur through the use of your password.

You agree to immediately notify us of any unauthorized use of your password or any other breach of security. You agree that our Website cannot and will not be liable for any loss or damage arising from your failure to comply with password security as discussed herein.

Fan Accounts

You may register a user account on the website as a Fan (“Fan Account”), this grants you access to certain features of the Artists’ services and contents which are exclusive to Fan Accounts, such as a wishlist, a fan profile page which shows your purchase history of Artist’s Content, other information that you choose to share about yourself, and the function to follow other Fans or Artists. Please note that the Artist will automatically have access to your email address once you follow an Artist or purchase a subscription from the Artist or make a purchase from an Artist while logged into your Fan Account.

Artist Accounts

To register an account on behalf of a solo artist or as a group/band then you represent and warrant that you: (i) have prior authorization of the Artist or group/band to register such account which will bind them to the terms of our services and (ii) agree to be bound by these Terms on behalf of such artist or band.

To register an account on behalf of an entity, company, or organization (including, but not limited to, a recording label) (each an “Artist Company”), then you represent and warrant that you: (i) have prior authorization of that Artist Company and any artist represented by such Artist Company (a “Represented Artist”) and the authority to bind such Artist Company or Represented Artist to these Terms and (ii) agree to be bound by these Terms on behalf of such Artist Company and/or Represented Artist.

3. User Content and Conduct

The Website or Mobile Application may also include interactive areas or services (“Interactive Areas”), such as comment areas, messages, or other areas or services in which the Fan or Artist account holder can post or store any content, messages, materials, data, information, text, music, sound, photos, video, graphics, or other items or materials on the website (“User Content”). You are solely responsible for your use of such Interactive Areas. You agree not to post, upload to, transmit, distribute, store, create or otherwise publish through any portion of the website any of the following:

User Content that is unlawful, libellous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, false, misleading, fraudulent or otherwise objectionable;

User Content that would constitute, encourage or provide instructions for a criminal offence, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law.

User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. By posting any User Content, you represent and warrant that you have the lawful right to distribute and reproduce such User Content;

User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;

Unsolicited promotions, advertising, solicitations or political campaigning.

You further agree that you are solely responsible for your conduct while on the website and using the Services, and you agree that you will not do any of the following in connection with the website or the Services or its users.

4. Your privacy and personal information

‘Soundeon OÜ’ respects your concerns about privacy. By using our website, mobile application and services you agree to our collection, use of information as described here.

Our Privacy policy describes the types of information we collect or receive, how we may use that information. The information we collect includes personal information and non-personal information, as such terms are defined below. Our Privacy policy also describes the measures we take to protect the security of the personal information. We also tell you how you can reach us to ask us to (i) access, change or not use the personal information you have provided to us, (ii) withdraw any consent you previously provided to us, and (iii) answer any questions you may have about our privacy practices.

Our privacy policy is available at https://soundeon.com/privacy-policy/ (the “privacy policy”).

As an Artist account holder, you agree to process any such personal data you receive from a Fan in compliance with all applicable data protection laws, including without limitation the EU General Data Protection Regulation (GDPR); and will therefore ensure that any of your sub-contractors you use to process personal data pursuant to the Services are subject to the GDPR.

5. Intellectual Property Rights

Our Intellectual Property

The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Soundeon OÜ, its licensors or other providers of such material and are protected by Estonia and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

You must not copy, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our site, except to:

Store copies of such materials temporarily in RAM.

Store files that are automatically cached by your Web browser for display enhancement purposes.

Print a reasonable number of pages of the Website for a permitted use.

You must not:

Modify copies of any materials from this site.

Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.

You must not reproduce, sell or exploit for any commercial purposes any part of the Website, access to the Website or use of the Website or any services or materials available through the Website.

If you print, copy, modify, download or otherwise use any part of the Website in breach of the Terms, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the website is transferred to you, and all rights not expressly granted are reserved by Soundeon OÜ.  Any use of the Website not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws.

Your Intellectual Property

Soundeon OÜ doesn’t own any content you submit to us (your “Content”) but we do need certain licenses from you in order to fully perform our Services. When you submit a campaign for review, or launch a project, you agree to these terms:

When we use the content, we can make changes like editing or translating it. You grant us the right to edit, modify, reformat, excerpt, delete, or translate any of your Content.

You won’t submit stuff you don’t hold the copyright for (unless you have permission). Your Content will not contain third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless you have permission from the rightful owner of the material, or you are otherwise legally entitled to post the material (and to grant Soundeon OÜ all the license rights outlined here).

Any royalties or licensing on your Content are your responsibility. You will pay all royalties and other amounts owed to any person or entity based on your Content, or on Soundeon OÜ’s hosting of that Content.

You promise that if we use your Content, we are not violating anyone’s rights or copyrights. If Soundeon OÜ or its users exploit or make use of your submission in the ways contemplated in these Terms, you promise that this will not infringe or violate the rights of any third party, including (without limitation) any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.

You’re responsible for the stuff you post. All information submitted to the website, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom that content originated.

We’re not responsible for mistakes in your content. SoundeonOÜ will not be liable for any errors or omissions in any content.

We may suspend or terminate operation of the website at any time as we seem fit.

We will make reasonable efforts to always keep the website operational, however, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions; and to the extent permissible under Applicable Laws, we reserve the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Site, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the Site or any function or feature thereof.

You understand, agree, and accept that we are not obligated to maintain, support, upgrade, or update the Services, or to provide all or any specific content through the Services. We and/or the owners of any Content may, from time to time, remove any such Content without notice to the extent permitted by Applicable Laws.

6. Our Software

We may make our software available to you for download. You may only use such software if you agree to be bound by the terms and conditions that apply to such software (this is sometimes known as an ‘end user license agreement’ or ‘EULA’). You will be made aware of any terms and conditions that apply to the software when you try to download it. If you do not accept such terms and conditions, you will not be allowed to download the software. You should read any terms and conditions carefully to protect your own interests. They may contain provisions that set out what your legal rights are (under e.g. the Consumer Rights Act 2015 if you are located in England or Wales, and any equivalent rules, regulations or laws in your jurisdiction, as applicable, also each and collectively known as “Applicable Laws”) and what your legal responsibilities are when using software, what the software provider’s legal responsibilities are, and provisions that limit a software provider’s legal responsibilities to you.

Using the software in an unlawful way (such as reproducing or redistributing it in a way that breaches these Terms and any others that apply to it) is expressly prohibited and may result in civil and criminal penalties.

Third party software (for example, open source software libraries) included in our Services are licensed to you either under these Terms or under the relevant third-party software library’s license terms.

7. Linking Policy

Linking to Our Website

You may provide links to our Website provided that (a) you do not remove or obscure any portion of our Website by framing or otherwise, (b) your website does not engage in illegal or pornographic activities, and (c) you discontinue providing links to our Website immediately upon our request.

Links to Other Websites

Our Website may from time to time contain links to third party websites. Inclusion of links for any website on our Website does not mean that we endorse, guarantee, warrant, or recommend the services, information, content, and/or data of such third party websites. 
Soundeon OÜ has no control over the legal documents and privacy practices of third party websites; you access any third party websites at your own risk. We recommend that you review the privacy policy and terms and conditions of those sites to fully understand what information is collected and how it is used.

8. Disclaimer

SOUNDEONOÜ IS A PROVIDER OF SOFTWARE [TECHNOLOGY] AND HOSTING SERVICES TO ARTISTS (as defined below). ARTIST IS A THIRD-PARTY USER OF THE SITE AND IS NOT THE SAME PARTY AS SOUNDEONOÜ. SOUNDEONOÜ DOES NOT SELL OR OTHER DISTRIBUTE THE CONTENT. THE CONTENT [INCLUDING DIGITAL CONTENT] IS SOLD AND DISTRIBUTED BY ARTISTS. ARTISTS’ SERVICES ARE PROVIDED BY ARTISTS TO FANS. THE PRICE FOR THE CONTENT AND/OR ARTISTS’ SERVICES OFFERED TO FANS BY ARTISTS, PAYMENT TERMS AND ANY SPECIFIC CONDITIONS RELATING TO ARTISTS’ CONTENT AND/OR SERVICES WILL ALWAYS BE DETAILED BY ARTISTS ON THE APPLICABLE PAGES OF THE SITE. SOUNDEONOÜ DOES NOT DEFINE SALES TERMS AND CONDITIONS FOR THE CONTENT AND/OR SERVICES OFFERED TO FANS BY ARTISTS. SOUNDEONOÜ PROVIDES ARTISTS WITH SOFTWARE [TECHNOLOGY] AND HOSTING SERVICES TO ENABLE ARTISTS TO DELIVER THE CONTENT AND/OR ARTISTS’ SERVICES TO FANS. SOUNDEONOÜ DOES NOT HAVE AN INFLUENCE ON THE DELIVERY OF THE CONTENT AND/OR ARTISTS’ SERVICES TO FANS. WHEN FAN BUY ARTIST’S CONTENT AND/OR SERVICES, IT WILL BECOME AVAILABLE FOR DOWNLOAD ONTO FAN’S COMPUTER OR DEVICE – THE GREY DOWNLOAD BUTTON WILL BECOME COLOR TO SHOW THIS AVAILABILITY. THE ARTIST MAY AT CERTAIN CASES, IN PARTICULAR UPON FREE DECISION, STOP SELLING THE CONTENT AND/OR SERVICE, REPLACE THE CONTENT AND/OR SERVICE, SET OTHER PRICE FOR IT, AND SOUNDEONOÜ DOES NOT CONTROL ARTIST’S INTENT TO PROVIDE CONTINUOUS CONTENT AND/OR SERVICE TO FANS. SOUNDEONOÜ IS NOT RESPONSIBLE FOR REFUNDS FOR THE CONTENT. ARTIST IS LIABLE FOR REFUND, REPAIR OR REPLACEMENT OF THE CONTENT THAT IS OF UNSATISFACTORY QUALITY, UNFIT FOR PURPOSE OR NOT AS DESCRIBED. FANS BEAR ALL RISK FROM THE DENIAL OF ACCESS TO ANY CONTENT AND/OR SERVICE PURCHASED FROM ARTISTS. ARTIST IS RESPONSIBLE FOR THE AMOUNT OF THE PAYMENT SENT BY FAN, PLUS THE APPLICABLE FEES [CREDIT CARD TRANSACTION FEES, BAD DEBTS (SUCH AS CREDIT CARD RETURNS OR FRAUD), DISPUTED PAYMENTS, AND REFUNDS] IF THERE IS A CHARGEBACK, A DISPUTE, OR IF THERE IS A REVERSAL OF THE PAYMENT.

The Site is intended for use only by those who can access it from jurisdictions in which the WEBSITE and the use of it is not in breach of any applicable laws and/or regulations of that jurisdiction (the “Compliance Requirement”). If you choose to access the Site from locations in which the Compliance Requirement is not satisfied, you shall be fully responsible for compliance with and breach of any local laws as applicable.

9. Artist Directory

The Artist Directory is a feature that enables the interaction between Fans and the Artist.

Soundeon OÜ does not conduct verification or identification of Artists, their uploaded content, and information posted by the Artist on our website. Soundeon OÜ makes no representations as to the authentic identity of the Artists or whether Artists disclose/post authentic, complete and accurate information. You hereby agree that Soundeon OÜ will not be liable for; and you will not hold Soundeon OÜ or any of its officers, directors, employees, or other individuals acting on its behalf liable in any dispute arising from undue performance or non-performance of any obligations by any Artist or other User of the website, except where such breach is due the willful misconduct or gross negligence by Soundeon OÜ.

By uploading any Content to the Site:

you represent and warrant, and can demonstrate to SoundeonOÜ full satisfaction upon request, that (i) you own or otherwise control all rights to your Content (or that such Content are in the public domain or have otherwise been directly licensed to the Artist in writing with a grant of rights sufficient to permit the Artist to enter into these Terms and to grant all of the rights with respect to the Content as set forth in these Terms (hereinafter “Direct Licensed”); (ii) you have full authority to act on behalf of any and all owners of any right, title or interest in and to any Content you upload to the Services; (iii) you have permission to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within the Content, and to use such individual’s identifying or personal information (to the extent such information is used or contained in the Content) as contemplated by these Terms, and (iv) you are authorized to grant all of the aforementioned rights to the Content to Soundeon OÜ.

you represent and warrant that the use of your Content by Soundeon OÜ will not infringe or violate the rights of any third party, including, without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.

you represent and warrant that, you have the full right, power, and authority to grant the rights set forth in these Terms notwithstanding the provisions of any agreement you may have entered into with any collective management organization (“CMO”), or any music publisher, and that you are solely responsible for taking all steps necessary to inform such CMO or music publisher of your grant of a royalty free license to Soundeon OÜ for the public performances and communications to the public of your Content, and that no fees or payments of any kind whatsoever shall be due to any CMO or music publisher for the public performance or communication to the public of your Content.

you represent and warrant that no fees of any kind shall be due any third party, including, but not limited to, any union, guild, non-featured vocalist or musician, engineer or producer, for the use or re-use of your Content as authorized under these Terms.

If any agreement you have entered into with any third party, including, but not limited to a CMO, music publisher, union or guild, whether by law or contract, prohibits you from granting Soundeon OÜ the right and license set forth in these Terms and making the representations and warranties set forth in this clause immediately above, then you are prohibited from uploading your music to the Services and shall be responsible for indemnifying and holding Soundeon OÜ harmless from and against any and all claims arising from the exploitation of your music on the Services, including all court costs and legal fees.

Any Submission you uploaded to Artist Directory will be available for Users joined the Artist Directory.

10. Fees and Payments

Fees and Payments – General

Soundeon OÜ facilitates payments for Crowdfunding services and/or purchases of Content including Digital Content made available via downloading and subscription to Artist Directory through the Service. Each such purchase is a “Transaction,” each Transaction involving Digital Content is a “Digital Transaction”, and each Transaction involving Crowdfunding Service is a “Crowdfunding Transaction.”

In conjunction with the Services, we use secure third-party payment processing company for all electronic payment services. By using the system available on the website to make a payment or collect funds, you thus agree to the Terms of use and Privacy policy for our third-party payment processing company, which are appended to this document and form an integral part of the Soundeon OÜ Site’s general terms and conditions of use.

Fees and Payments – Fans

You may purchase the Content [including Digital Content and subscriptions to Artist Directory] and/or Artist’s services through the website.

All inquiries regarding any Transaction will be directed to the relevant Artist.

The price of the Campaign (as defined in Crowdfunding Terms) and/or the price of the Content [including Digital Content and subscription to Artist Directory] and/or other Artist’s services, payment terms and any specific conditions will always be detailed by the Artist on the applicable page of the website.

Invoice for the Content [including Digital Content and subscription to Artist Directory] and/or other Artist’s services are all issued by the Artist. The Artist will use our invoicing software to produce invoices. Such invoices may bear Soundeon OÜ logo or any other information on Soundeon OÜ as an automated system engaged in producing invoices.

You understand and agree that Soundeon OÜ is a platform that Artists use to launch a Campaign, sell Artist’s services, sell subscription to Artist Directory and sell their Content [including Digital Content] that is derived from files provided by the relevant Artist, and the relevant Artist is solely responsible for such files. Artist is in no way affiliated to Soundeon OÜ.

Fees and Payments – Artists.

Artist is solely responsible for setting prices of their products and services that are charged through Transactions (the “Prices”) through the website, and you may modify the Prices at your sole discretion.

You shall be solely responsible and liable for, and Soundeon OÜ shall have no responsibility or liability for, any fees charged by payment processor (except for fees charged on Soundeon OÜ’s account), credit card transaction fees, bad debts (such as credit card returns or fraud), disputed payments, and refunds, except as provided in these Terms.

Soundeon OÜ Service Fees

For the provision of the Services, the Artist shall pay a service fee to Soundeon OÜ in accordance with the following:

For every Campaign that does not result in Campaign Failure (as defined in Crowdfunding Terms):

with respect to every Campaign that is an Event (as defined in Crowdfunding Terms), a monetary payment equal to 6% of the Funds raised for the Event; and

with respect to every Campaign that is a Music Album (as defined in Crowdfunding Terms), a monetary payment equal to 6% of the Funds raised for the Music Album.

In addition to the foregoing, Soundeon OÜ shall receive a monetary payment equal to 6% of the value of any funds generated from sales of any Digital Content and Music Albums (as defined in Crowdfunding Terms) via the Site or otherwise (including without limitation Campaign sales for Music Albums);

All above mentioned Soundeon OÜ Service Fees exclude VAT and other taxes. For the avoidance of doubts, if VAT or other taxes are subject to charging, the appropriate tax amount is indicated separately in the invoice.

The fees described in this section will always be deducted and set-off from any Funds prior to their transfer/pay-out to the applicable Artist; and will be reduced prior to any transfer/pay-out to Artist’s account for any transaction costs including without limitation bank and card fees (except for fees charged on Soundeon OÜ’s account), and any applicable taxes.

11. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

THE WEBSITE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING ANY SOFTWARE) AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS WEBSITE ARE PROVIDED BY SOUNDEON OÜ ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN THESE TERMS. SOUNDEON OÜ MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS WEBSITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING ANY SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE WEBSITE, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS WEBSITE IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, SOUNDEON OÜ DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOUNDEON OÜ DOES NOT WARRANT THAT THIS WEBSITE; INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING ANY SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE WEBSITE; ITS SERVERS; OR E-MAIL SENT FROM SOUNDEON OÜ ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SOUNDEON OÜ WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE WEBSITE OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE WEBSITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN THESE TERMS. CERTAIN 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, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Except for any legal responsibility that we cannot exclude in law (such as for death or personal injury) or arising under Applicable Laws relating to the protection of your personal information, we are not legally responsible for any:

losses that:

were not foreseeable to you and us when these Terms were formed; or

that were not caused by any breach on our part;

business losses; and

losses to non-consumers.

12. Force Majeure

Soundeon OÜ shall not be liable to you for any breach of these Terms caused by any event or circumstance beyond our reasonable control including, but not limited to, strikes, lock-outs or other industrial disputes; breakdown of systems or network access; or flood, fire, explosion or accident.

13. Rights of third parties

No one other than a party to these Terms has any right to enforce any of these Terms.

14. Changes to these Terms

We reserve the right to change these Terms at any time by giving you advanced notice of the changes by email or in writing. We will also post these changes on our website. These changes will become effective 30 days after receiving the notice. To avoid doubt, no unilateral amendment will retroactively change agreed dispute-resolution provisions of these Terms, if any, including, for example, arbitration provisions for then-pending disputes unless the parties expressly agree otherwise. Your continued use of our website, Services, and Products after any change to these Terms of Use and notifying you will constitute your acceptance of such change. If you do not agree with the changes to these Terms, you can choose to discontinue the use of our website and Services.

15. Dispute Resolution

Soundeon OÜ encourage you to contact us if you’re having an issue before resorting to the courts. In the unfortunate situation where legal action does arise, these Terms (and all other rules, policies, or guidelines incorporated by reference) will be governed by and construed in accordance with the laws of Estonia, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act. You agree that Soundeon OÜ and its Services are deemed a passive website that does not give rise to jurisdiction over Soundeon OÜ or its parents, subsidiaries, affiliates, assigns, employees, agents, directors, officers, or shareholders, either specific or general, in any jurisdiction other than Estonia. You agree that any action at law or in equity arising out of or relating to these Terms, or your use or non-use of our website, shall be filed only in the state or federal courts located in Estonia, and you hereby consent and submit to the personal jurisdiction of these courts for the purposes of litigating any such action. All disputes regarding donations with the expectation of a reward to be delivered are the responsibility of the project/campaign owner and not Soundeon OÜ. You hereby irrevocably waive any right you may have to trial by jury in any dispute, action, or proceeding.

16. Severability

If any clause in this Terms (or part thereof) is or becomes illegal, invalid or unenforceable under Applicable Laws, but would be legal, valid and enforceable if the clause or some part of it was deleted or modified (or the duration of the relevant clause reduced), the relevant clause (or part thereof) will apply with such deletion or modification as may be required to make it legal, valid and enforceable, and the parties will promptly and in good faith seek to negotiate a replacement provision consistent with the original intent of this Terms as soon as possible.

17. Governing Law and Jurisdiction

These Terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by the laws of ESTONIA. Both parties agree to the exclusive jurisdiction of ESTONIA, except that Soundeon OÜ may pursue injunctive relief or similar to enforce the provisions of these Conditions of use in any appropriate forum.

18. Further Information

Further information on these Terms or any queries on them are available by contacting Soundeon OÜ using any of the detail below:

info@soundeon.com