The Simbals website (hereinafter “Website”) is owned and operated by Adrev, a division of AudioMicro, Inc. ("Simbals", “we”, or “us”). IMPORTANT! PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE WEBSITE.
“Content” shall refer to the contents of the Website, including without limitation the text, graphics, images, audio, and video, as well as any service descriptions, pricing, and service reviews. “Services” shall refer to the services provided by Adrev through, or as described on, the Website. “You” and “Your” shall refer to users of Simbals’s Website or Services, and anyone who registers and creates an account on the Website. “Territory” shall refer to the world.
By visiting the Website or using the Services or Application, You accept and agree to these Terms of Service and the Privacy Policy (available at simbals.com/privacy-policy), which is incorporated by reference into these Terms of Service. These Terms of Service constitute a legal agreement between You and Simbals and spell out the terms and conditions to which You must adhere. If You do not agree to any of these terms, then do not use the Website or Services.
The Website and Content are owned by Simbals and constitute proprietary information and property and are protected by United States copyright and/or trademark law, as well as applicable foreign laws.
Adrev hereby grants You permission to use the Content, provided that (i) your use is solely for your personal, noncommercial use (other than purchasing or providing the services featured on the Website); (ii) You do not modify or sell the Content; and (iii) You do not reproduce, display, publicly perform, distribute, or otherwise use the Content for any public or commercial purpose, including the use of the Content on any other website. To the extent the Website provides features both allowing and encouraging You to distribute the content by email, social media, or another method, You may distribute the Content using such features. If You violate any of these terms, your permission to use the Content automatically terminates.
You agree not to use the Website or Services for any unlawful, fraudulent, or abusive purpose. You may not interfere or attempt to interfere with the appearance or operation of the Website or Services. You may not take any action that imposes an unreasonable or disproportionately large load on the Website or its infrastructure. You may not attempt, nor support others' attempts, to decrypt, reverse engineer, circumvent or otherwise alter or interfere with the Website or any Content. Simbals has the right to interrupt, suspend, or terminate Services if it suspects that You are engaging in unlawful, fraudulent, or abusive activity.
No joint venture, partnership, employment, or agency exists between You and Simbals, and nothing in these Terms of Service shall be construed as creating any joint venture, partnership, or employment relationship.
In order to use the Services, You to register and create an account. You may create an account by following the instructions provided on the Website. You shall protect any passwords and account information and take full responsibility for your own, and any third party, use of any of your accounts. If You learn of any unauthorized use of your password or account, contact Simbals immediately. If you are registering and creating an account on behalf of an entity, then You represent and warrant that you are duly authorized to do on behalf of such entity and that You have the legal authority to bind the entity to these Terms of Service.
Simbals disclaims any liability for any third party content submitted to, or posted on, the Website. If You believe that any materials on the Website infringe your copyright, trademark, or other intellectual property right, please send a written notification of your claim to Adrev at the following mailing or email address:
Adrev, a division of AudioMicro, Inc.
Attention: IP Notices
P.O. Box 57797
Sherman Oaks, CA 91413
privacy{at}adrev.net
To provide effective notification, please provide the following information:
The Website may contain links to third party websites. These links are provided solely as a convenience to You and not as an endorsement by Simbals of the contents, products, services, or business practices of such third party websites. Simbals is not responsible for the content, products, services, or business practices of linked third party websites and does not make any representations regarding the content, products, services, or business practices of such third party websites. If You decide to access and/or use linked third party websites, You do so at your own risk. You are responsible for taking precautions as necessary to protect yourself and your computer system from viruses, worms, Trojan horses, and other harmful or destructive content.
THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ADREV DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ADREV DOES NOT WARRANT THAT THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ADREV DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE WEBSITE OR SERVICES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM USE OF THE WEBSITE OR SERVICES, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES. ADREV DOES NOT AUTHORIZE ANYONE TO MAKE ANY WARRANTIES ON ITS BEHALF, AND YOU SHOULD NOT RELY ON ANY WARRANTIES MADE BY THIRD PARTIES. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
NEITHER ADREV NOR ANY OTHER PARTY INVOLVED IN CREATING OR DELIVERING THE WEBSITE OR SERVICES SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY USE OF, OR INABILITY TO USE, THE WEBSITE OR SERVICES. YOU ALSO AGREE THAT YOUR RIGHTS AND REMEDIES WILL BE LIMITED TO DAMAGES IN AN ACTION AT LAW.
THE FOREGOING LIMITATION APPLIES REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION (WHETHER BREACH OF CONTRACT OR TORT, INCLUDING NEGLIGENCE) AND EVEN IF ADREV HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGE OR LOSS.
THE FOREGOING LIMITATION APPLIES TO ALL DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY USE OF, OR INABILITY TO USE, THE WEBSITE OR SERVICES, INCLUDING BUT NOT LIMITED TO: (I) ERRORS, MISTAKES, OR INACCURACIES; (II) PERSONAL INJURY OR PROPERTY DAMAGE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS, INCLUDING ANY PERSONAL OR FINANCIAL INFORMATION STORED THEREIN; (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED THROUGH THE WEBSITE OR SERVICES; AND/OR (V) ANY SERVICES PROVIDED BY THIRD PARTY SERVICE PROVIDERS.
TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATION SHALL APPLY TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW.
You agree to defend, indemnify, and hold harmless Adrev, its licensors, licensees, distributors, agents, representatives and other authorized users, and all of the foregoing entities' respective officers, directors, owners, employees, agents, representatives, and assigns from and against any and all claims, damages, obligations, losses, liabilities, costs, attorneys’ fees, and expenses arising out of or in connection with (i) your use of the Services or Website, (ii) your violation of the Terms of Service, (iii) any services provided by Third Party Service Providers to You, (iv) your violation of any third party right, including, but not limited to, copyright, trademark, or privacy right, and (v) any submission by You that causes damage to a third party.
You shall cooperate as fully as reasonably required in the defense of any claim. Adrev reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You. You shall not enter into any settlement agreement that affects the rights of Adrev without Adrev’s prior written approval.
Pending the determination of any claim subject to indemnification under this provision, Adrev may withhold any sums due to you in an amount reasonably related to such claim. If no lawsuit is filed within 18 months of our receipt of a notice of a potential third party claim, Adrev shall release monies held pursuant to this provision, provided however, that Adrev may, in its sole discretion, continue to hold such sums if there is an ongoing settlement negotiation or if there is an indication that a suit may be brought imminently.
You affirm that You are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into, abide by, and comply with the terms and obligations provided in these Terms of Service.
In any event, You affirm that You are over the age of 13, as the Website and Services are not intended for children under 13. If You are under 13 years of age, then please do not use the Website or Services.
Simbals may need to amend these Terms of Service from time to time. When Simbals amends these Terms of Service, we may or may not notify You. Your continued use of the Service shall be deemed acceptance of such Amended Terms of Service.
The term of our Services (the “Term”) will begin on the date that you first register and create an account and shall continue for a period of one year. The Term will automatically renew for additional consecutive one year periods unless and until either party provides the other with at least 60 days prior written notice of its desire to terminate.
Notwithstanding the foregoing, Simbals may, in its sole discretion, terminate or suspend your access or refuse service at any time, without notice, to all or any part of the Website or Services for any or no reason, including, but not limited to, breach of these Terms of Service.
These Terms of Service may not be assigned by You without the prior written approval of Simbals. Adrev may assign these Terms of Service without your consent.
If any provision of these Terms of Service is deemed invalid or unenforceable under any statute, regulation, ordinance, or by a court of competent jurisdiction, then such provision shall be deemed reformed or deleted but only to the extent necessary to comply with such statute, regulation, ordinance, or court, and the remaining provisions shall remain in full force and effect.
The failure of Adrev to enforce any right or provision in these Terms of Service shall not constitute a waiver of such right or provision unless agreed to in writing by Adrev. In addition, Simbals’s waiver of any breach of this Agreement by You will not be a waiver of any other prior or subsequent breach.
These Terms of Service constitute the complete and final expression of the entire and only understanding between You and Simbals relating to the subject matter of this agreement and supersedes any prior written or oral representations.
These Terms of Service shall be governed by the laws of the State of California, without respect to its conflict of laws principles. Any claim or dispute between You and SImbals that arises in whole or in part from your use of the Website or Services shall be decided exclusively by a court of competent jurisdiction located within Los Angeles County, California or by the United States District Court for the Central District of California, and You agree to the personal jurisdiction of such courts.
Simbals shall not be deemed to be in breach of any of its obligations hereunder unless we receive specific written notice from You via FedEx or registered or certified mail (return receipt requested) of an alleged breach and Adrev fails to cure such breach, if any, within 30 days following our receipt of such written notice.
Before initiating a lawsuit in state or federal court or a proceeding with any administrative agency, the parties agree to first mediate any disputes, controversies, or claims in connection with or arising out of the Website, Services, or these Terms of Services. If mediation does not resolve the dispute, the parties agree that any disputes, controversies, or claims in connection with or arising out of the Website, Services, or these Terms of Services shall then be determined by binding arbitration in Los Angeles, California before a single arbitrator who is a member of the American Arbitration Association.
Adrev shall not be deemed to be in breach of any of its obligations hereunder unless we receive specific written notice from You via FedEx or registered or certified mail (return receipt requested) of an alleged breach and Adrev fails to cure such breach, if any, within 30 days following our receipt of such written notice.
Before initiating a lawsuit in state or federal court or a proceeding with any administrative agency, the parties agree to first mediate any disputes, controversies, or claims in connection with or arising out of the Website, Services, or these Terms of Services. If mediation does not resolve the dispute, the parties agree that any disputes, controversies, or claims in connection with or arising out of the Website, Services, or these Terms of Services shall then be determined by binding arbitration in Los Angeles, California before a single arbitrator who is a member of the American Arbitration Association.
You agree that Adrev may effectuate service of process on You relating to any claim, action, lawsuit, or other proceeding by serving you at either the mailing address or email that you provided upon the registration and creation of your account or as updated thereafter. Such service shall be deemed to have the same force and effect as personal service.