Terms & Conditions
Effective Date: September 1, 2006
Welcome to the NoiseFX, Inc. Contest Web site (hereinafter "NoiseFX" or the "Site").
The following terms and conditions and any other policies, notices, rules or guidelines
posted on the Site shall govern your use of the Site. Because these Terms and
Conditions contain legal obligations, please read them carefully.
1. YOUR AGREEMENT
By using this Site, you agree to be bound by, and to comply with, these Terms
and Conditions, unless you offer different terms that are accepted in writing
by NoiseFX. You also agree to comply with any guidelines or rules posted on this
site and all such guidelines and rules posted are hereby incorporated by reference
into these Terms and Conditions. If you are dissatisfied with this Site, its content
or Terms and Conditions or other legal notices, you agree that your sole and exclusive
remedy is to discontinue using this Site.
We reserve the right, at our sole discretion, to
change, modify or otherwise alter these Terms and Conditions at any time. Unless
otherwise indicated, amendments will become effective immediately. Please review
these Terms and Conditions periodically. Your continued use of the Site following
the posting of changes and/or modifications will constitute your acceptance of
the revised Terms and Conditions and the reasonableness of these standards for
notice of changes unless you offer different terms that are accepted by NoiseFX.
For your information, this page was last updated as of the date at the top of
these terms and conditions. You can obtain a printed copy of the most current
Terms and Conditions by writing to us at the address set forth in the notice provision
your visit to this Site, to understand our practices.
3. ELIGIBILITY & RULES OF PARTICIPATION
A. There is no limitation on age or location but there must be no other accounts
in your household. Corporations or other business entities are not eligible to
B. Eligible participants must comply with the following rules and requirements
in order to receive a reward: (i) establish and maintain only one account, and
that account must be registered to a unique e-mail address; (ii) provide valid
and truthful information as requested by NoiseFX; (iii) have cookies enabled.
C. By using this site, you represent that you will be responsible for maintaining
the confidentiality of your account and for restricting access to your computer.
You also agree to be responsible for any and all activities that occur under your
account. You agree to immediately notify us of any unauthorized use of your account
or any other breach of security. NoiseFX will not be responsible for any loss
or damage arising from your failure to comply with your responsibilities and obligations
under these Terms and Conditions. By entering any information on this Site, you
represent and warrant that you: (i) are using your actual identity; (ii) have
provided only true, accurate, current and complete information; (iii) will maintain
and promptly update the information that you provide to keep it true, accurate,
current and complete; and (iv) are using NoiseFX solely for your own enjoyment
and not on behalf of or for the benefit of any third parties.
4. TERMINATION AND CANCELLATION.
NoiseFX may - at its sole discretion and for any reason or no reason at all -
terminate any account and deny any reward without prior notice for (a) any violation
of any provision of this Agreement; (b) aiding in or promoting circumvention of
the NoiseFX contest, including, but not limited to, using any account to accrue
a free gift for a third party or using a third party's account to accrue a free
gift for yourself; (c) acting against the business interests or reputation of
NoiseFX; (d) otherwise acting unlawfully in relationship to NoiseFX, the Site
or the contest; (e) inactivity for a continuous six-month period; (f) NoiseFX's
reasonable suspicion of any of the activity listed in 4(a)-(d); or (g) any other
reason at the discretion of NoiseFX. If your account is terminated, you may not
re-enroll or join under a new account without NoiseFX's prior written authorization.
You may cancel Your Membership at anytime by sending an e-mail via our contact
. If you decide to cancel your membership and later wish to re-enroll,
you will not receive credit for any activity under your prior account.
5. USER CONDUCT
(a) Any conduct by you that in our sole discretion restricts or inhibits any other
user from using or enjoying the Site (or any linked site) will not be permitted.
You agree not to access or attempt to access the non-public areas of the Site
or any other user's information or impersonate any person or entity or otherwise
falsely state or misrepresent your affiliation with a person or entity.
(b) You agree that your data, content, and any information provided or used on
Site, as well as your use of our Site, Products and Services will not infringe
or facilitate infringement on any copyright, patent, trademark, trade secret,
or other proprietary, publicity, or privacy rights (collectively "Rights") of
any party, including the Rights of third-parties; or contain or promote any viruses,
Trojan horses, worms, time bombs or other computer programming or code that is
designed or intended to damage, destroy, intercept, download, interfere, manipulate,
or otherwise interrupt or expropriate the Site, data, personal information, software,
equipment, servers or content or facilitate or promote hacking or similar conduct.
You also agree not to make any attempt to earn or redeem rewards in a manner inconsistent
with this Agreement.
6. CLAIMING YOUR PRIZE.
(a) To claim your prize you must perform all of the following: (i) provide and
submit Your correct name, email address and current location or residence.
(b) NoiseFX reserves the right to substitute any reward with another reward having
similar functionality and/or value or with its cash equivalent as determined by
NoiseFX in its reasonable discretion.
7. MONITORING YOUR ACCOUNT.
You may view your account information at the NoiseFX contest "check my score"
web page. If you have a question about your account, you may contact us via the
" page on the NoiseFX contest Web site.
8. NoiseFX, Inc. MARKETING MATERIALS.
By signing up for the contest or voting on entries, you are giving your consent
to receive promotions or newsletters from NoiseFX. If you do not wish to receive
these emails, you may request to be removed by using the opt-out mechanism listed
in the email messages you receive. To opt-out of email promotions from NoiseFX,
Inc. alone, you may send an e-mail via our contact page
Please note that exercising an opt-out mechanism only applies to the company with
which you exercised that right.
9. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
A. YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (i) YOUR USE OF THE SITE IS AT YOUR
SOLE RISK; (ii) THE PRODUCTS AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE"
BASIS; (iii) EXCEPT AS EXPRESSLY PROVIDED HEREIN WE EXPRESSLY DISCLAIM ALL WARRANTIES
OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT,
TITLE AND NON-INFRINGEMENT; (iv) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED
THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK; (v) YOU WILL
BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR FOR ANY LOSS OF
DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL OR OPENING ANY EMAIL
SENT BY US; (vi) WE MAKE NO WARRANTY WITH RESPECT TO THE ACCURACY, THE RESULTS
THAT MAY BE OBTAINED OR THE RELIABILITY OF ANY INFORMATION, CONTENT, SERVICE OR
MERCHANDISE PROVIDED OR ADVERTISED THROUGH THE SITE OR THAT THE CONTENT PROVIDED
ON THE SITE IS APPLICABLE TO, OR APPROPRIATE FOR USE IN, LOCATIONS OUTSIDE OF
THE UNITED STATES ; and (vii) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN,
OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY
NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.
B. EXCEPT AS EXPRESSLY STATED HEREIN WE MAKE NO WARRANTY THAT: (i) ANY PRODUCT
OR SERVICE WILL MEET YOUR REQUIREMENTS; (ii) ANY PRODUCT OR SERVICE WILL BE UNINTERRUPTED,
TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE
USE OF ANY PRODUCT OR SERVICE WILL BE ACCURATE OR RELIABLE: (iv) THE QUALITY OF
ANY PRODUCT, SERVICE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY
YOU THROUGH ANY PRODUCT OR SERVICE WILL MEET YOUR EXPECTATIONS; OR (v) ANY DEFECTS
WILL BE CORRECTED.
C. YOU UNDERSTAND AND AGREE THAT EXCEPT AS EXPRESSLY SET FORTH HEREIN OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR ANY OTHER PARTY INVOLVED IN CREATING,
PRODUCING, TRANSMITTING, OR DISTRIBUTING THE SITE OR RELATED PRODUCTS OR SERVICES
(COLLECTIVELY THE "NoiseFX UMBRELLA") SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED
TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES
(EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:
(i) YOUR USE OR INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF
SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES
PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH
OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS
OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; (v) OR ACTS
OF NATURE, FORCES, OR CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING, WITHOUT
LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION
EQUIPMENT OR OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR
DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS,
FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF JEHOVAH 1 OR J.R. "BOB" DOBBS,
WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS,
NON-PERFORMANCE OF THIRD PARTIES, OR LOSS OF OR FLUCTUATIONS IN HEAT, LIGHT, OR
AIR CONDITIONING or (vi) ANY OTHER MATTER RELATING TO THE SITE HOWEVER CAUSED
AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE). IN NO EVENT SHALL OUR TOTAL
LIABILTY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT,
TORT (INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE EXCEED THE VALUE
OF THE REWARD OFFERED TO YOU BY NoiseFX. THE FOREGOING LIMITATIONS SHALL APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10. EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION
OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY,
OUR LIABILITY IN SUCH JURISDICTION SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED
11. MONITORING SITE USAGE
We may elect to electronically monitor areas of the Site and may disclose any
content, records, or electronic communication of any kind (i) to satisfy any law,
regulation, or government request; (ii) if such disclosure is necessary or appropriate
to operate the Site; or (iii) to protect our rights or property or the rights
of the users, sponsors, providers, licensors, or merchants.
Except as explicitly stated otherwise, any notices provided by us may be made
by an updated posting on the Site, by postal mail or by email to the most recent
address that you have provided. Notices to us shall be given by postal mail or
e-mail (with a copy by postal mail): NoiseFX, Inc., 22647 Ventura Blvd Suite 258,
Woodland Hills, CA 91364. We my be reached by email via our contact
It is the express will of the parties that this agreement and all related documents
have been drawn up in English.
By using the Site web sites you agree to indemnify NoiseFX and the NoiseFX Umbrella
(collectively "Indemnities") and hold them harmless from any and all claims and
expenses, including (without limitation) attorney's fees, arising from your use
of the Site web sites, your use of the Products and Services, or your submission
of ideas and/or related materials to NoiseFX or from any person's use of any ID,
membership or password you maintain with any portion of the Site, regardless of
whether such use is authorized by you. By using the Site, the Products and Services,
or submitting any ideas and/or related materials to us, you are hereby agreeing
to release Indemnities from any and all claims, demands, debts, obligations, damages
(actual or consequential), costs, and expenses of any kind or nature whatsoever,
whether known or unknown, suspected or unsuspected, disclosed or undisclosed,
that you may have against them arising out of or in any way related to such disputes
and/or to the Products and Services or to any disputes regarding use of ideas
and/or related materials submitted to Indemnities. YOU AGREE TO WAIVE TO, THE
FULLEST EXTENT PERMITTED BY LAW, ALL LAWS THAT MAY LIMIT THE EFFICACY OF SUCH
INDEMNIFICATIONS OR RELEASES. FOR EXAMPLE, YOU SPECIFICALLY AGREE TO WAIVE THE
PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
15. COPYRIGHT AND TRADEMARK NOTICE
NoiseFX, Inc. © 2004-2006. All rights reserved. Except as expressly provided,
nothing within the Site shall be construed as conferring any license under our
or any third party's intellectual property rights, whether by estoppel (whatever
that is), implication, waiver, or otherwise. Without limiting the generality of
the foregoing, you acknowledge and agree that all content available through and
used to operate the Site and its services is protected by copyright, trademark,
patent, or other proprietary rights of NoiseFX and its affiliates, licensors,
and service providers. You agree not to: (i) modify, alter, or deface any of the
trademarks, service marks, trade dress (collectively "Trademarks") or other intellectual
property made available by us in connection with the Site; (ii) hold yourself
out as in any way sponsored by, affiliated with, or endorsed by us, or any of
our affiliates or service providers; (iii) use any of the Trademarks or other
content accessible through the Site for any purpose other than the purpose for
which we have made it available to you; (iv) defame or disparage us, our Trademarks,
or any aspect of the Site; and (v) adapt, translate, modify, decompile, disassemble,
or reverse engineer the Site or any software or programs used in connection with
it or its Products and Services. Links to the Site without NoiseFX's express written
permission are strictly prohibited. The framing, mirroring, scraping or data mining
of the Site or any of its content in any form and by any method is expressly prohibited.
16. INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS
It is the policy of the NoiseFX to respond expeditiously to claims of intellectual
property infringement. We will promptly process and investigate notices of alleged
infringement and will take appropriate actions under the Digital Millennium Copyright
Act ("DMCA") and other applicable intellectual property laws. Notices
of claimed infringement should be directed to:
90 Heahter Ave. #2
San Francisco, CA 94118
Email us via our contact page
17. PLACE OF PERFORMANCE
You understand and agree that NoiseFX, Inc. does business only in the State of
California, USA. NoiseFX, Inc. does not own or operate any facilities outside
of California. References to any NoiseFX product or service do not constitute
an offer to sell or supply that product or service, nor does it mean that the
product or service is available in all jurisdictions. Those who choose to access
this site from locations outside California do so on their own initiative and
are responsible for compliance with all applicable local laws.
A. Choice of Law, Limitation of Actions, Severability and Non-Waiver. These Terms
and Conditions will be governed in all respects by the laws of the State of California
as such laws are applied to agreements entered into and to be performed entirely
within California between California residents. You hereby consent to jurisdiction
and venue in the state and federal courts in San Francisco County, California
for such purpose, waive the personal service of any process upon them and agree
that service may be effected by overnight mail (using a commercially recognized
service) or by U.S. mail with delivery receipt to the address you provided to
NoiseFX) and agree that any claim against us must be filed within one (1) year
of the time such claim arises, regardless of any law to the contrary; otherwise
your claim will be barred forever. If any provision of these Terms and Conditions
is held to be invalid or unenforceable, the provision shall be removed (or interpreted,
if possible, in a manner as to be enforceable), and the remaining provisions shall
be enforced. Headings are for reference purposes only and in no way define, limit,
construe or describe the scope or extent of such section. Our failure to act with
respect to a breach by you or others does not waive our right to act with respect
to subsequent or similar breaches. These Terms and Conditions set forth the entire
understanding and agreement between us with respect to the subject matter contained
herein and supersede any other agreement, proposals and communications, written
or oral, between NoiseFX's representatives and you with respect to the subject
matter hereof, including any terms and conditions on any of customer's documents
or purchase orders.
B. No Joint Venture, No Derogation of Rights. You agree that no joint venture,
partnership, employment, or agency relationship exists between you and NoiseFX
as a result of these Terms and Conditions or your use of the Site. Our performance
of these Terms and Conditions is subject to existing laws and legal process, and
nothing contained herein is in derogation of our right to comply with governmental,
court and law enforcement requests or requirements relating to your use of the
Site or information provided to or gathered by us with respect to such use. Phew!