END USER LICENSE AGREEMENT
This agreement (the "Agreement") governs your use of the Soundwalk.com website, as provided by Oversampling Inc. As used in this Agreement, "we", "us", or "our" refers to Oversampling Inc., Soundwalk's parent company, and "you" or your" refers to the company or person(s) who uses the Service. The Agreement also governs your use of any data you obtain by using the Service.

Oversampling Inc. grants to you a non-exclusive right during the term of this Agreement to use the Service pursuant to the terms and conditions set out herein. Your use of the Service confers no title or ownership in the Service. All ownership rights remain with Oversampling Inc.


01.

SERVICES AND SUPPORT

1.1. OVERSAMPLING INC. offers its Service on an "as is" basis subject to the terms set forth in this Agreement. OVERSAMPLING INC. may, at any time, modify the terms and conditions of this Agreement and may discontinue or revise any or all other aspects of the Service at its sole discretion. Any such modifications will be made available online and will be effective immediately upon posting to OVERSAMPLING INC.'s hosted website. You agree to assume responsibility for periodically reviewing this Agreement. By continuing to use the service, following the initial posting date of modifications made by OVERSAMPLING INC., you also agree to be bound by the Agreement as amended. If at any time, you disagree with the terms and conditions of this Agreement, you may terminate this Agreement as provided below.


02.

RESTRICTIONS AND RESPONSIBILITIES

2.1. This is an Agreement for Service, and you are not granted a license to any software by this Agreement. You will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Service or any software, documentation, or data related to the Service ("Software"); remove any proprietary notices or labels from the Service or any Software; modify, translate, or create derivative works based on the Service or any Software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service or any Software.

2.2. You will abide by OVERSAMPLING INC.'s privacy policy as set forth on our home page. We may update these documents from time to time at our sole discretion.

2.3. You agree to indemnify, defend and hold harmless OVERSAMPLING INC., its subsidiaries, affiliates, officers, employees, and consultants from any and all claims, liability, damages and/or costs (including without limitation legal fees) arising from your use of the Service, or from your violation of the Terms.

2.4. OVERSAMPLING INC. will not use any customer information for any other purposes than those intended with the service. In addition, we will not use your customer information for the purpose of sending unsolicited commercial email. We will not disclose personally identifiable information about you to third parties, without your authorization, unless we believe such disclosure is reasonably necessary to: (1) comply with the law or legal process; (2) protect or defend our rights or property or that of others; (3) enforce this Agreement; (4) respond to claims that the contents of any communications violate the rights of others; or (5) as otherwise provided in the Agreement.

2.6. The Service may only be used for lawful purposes. Transmission or solicitation of any material that violates the applicable laws of the United States of America or other laws that may apply in your local area is prohibited. This may include material that is obscene, threatening, harassing, libellous, or in any way a violation of intellectual property laws or a third party's intellectual property rights.

2.7. OVERSAMPLING INC. reserves the right, but is not obligated to, review and approve any content posted by Users. OVERSAMPLING INC. retains the right to cancel and delete any information/content violating responsible Usage Rules as defined by OVERSAMPLING INC.. OVERSAMPLING INC. disclaims all copyright and other rights in such content and all responsibility for them.

2.8. You will also indemnify OVERSAMPLING INC. in the event that OVERSAMPLING INC. shares your name with third parties for violations of Usage Rules. By using the Service, you are giving OVERSAMPLING INC. permission to copy and/or store User content, contact Lists and other information.

2.9. OVERSAMPLING INC. will not use your content or other information for any purpose that violates OVERSAMPLING INC.'s privacy policy.


03.

TERMINATION

3.1. You may terminate this Contract at any time by contacting OVERSAMPLING INC. via email: general@soundwalk.com or by sending written notice to:

Soundwalk
195 Chrystie Street, Suite 402 F
New York, NY 10002

3.2. OVERSAMPLING INC. may terminate this contract at any time: i) immediately by either party to the other if the other commits any material breach of any these conditions and which (in the case of a breach capable of being remedied) has not been remedied within a reasonable time period as may be specified in a formal request in writing or by email to remedy the same; ii) immediately by written notice from OVERSAMPLING INC. if you commit any material breach of any these conditions that may impact the Service or Servers of OVERSAMPLING INC. or the ability of OVERSAMPLING INC. to provide the Service


04.

DISCLAIMER OF WARRANTIES

4.1. The Service is provided on an "as is" and "as available" basis. You use the Service at your own risk. To the fullest extent permissible pursuant to applicable law, we disclaim all warranties of any kind, whether express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose or non-infringement. We do not make any warranty that the Service will meet your requirements, or that the Service will be uninterrupted, timely, secure, or error free, or that defects, if any, will be corrected; nor do we make any warranty as to the results that may be obtained from the use of the Service or as to the accuracy or reliability of any information obtained through use of the Service.

4.2. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of the Service is at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data.

4.3. No advice or information, whether oral or written, obtained by you from us or through the Service shall create any warranty not expressly made herein.


05.

LIMITATION OF LIABILITY

5.1. Under no circumstances, including but without limitation, shall OVERSAMPLING INC. or its parent, subsidiaries, affiliates, officers, directors, employees, agents, or suppliers be liable for any direct, indirect, incidental, special or consequential damages, resulting from the use or the inability to use the Service or for the cost of procurement of substitute goods and services or messages received or transactions entered into by means of or through the Service, or other information that is sent or received or not sent or received, including but not limited to, damages for loss of profits, use, data or other intangibles, even if we have been advised of the possibility of such damages. If you are dissatisfied with the Service, your exclusive remedy is to discontinue use of the Service. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages so some of the above may not apply to you. Without limiting any of the foregoing, we are not responsible for any of your materials and data residing on our network hardware. You are responsible for backing-up your materials and data that may reside on our network hardware, whether or not such materials and data are produced through the use of the Service. It is your responsibility to take the necessary steps to ensure your primary means of business is maintained.

Oversampling Inc. reserves the right to access and disclose individually identifiable information to comply with applicable laws and lawful government requests, to operate its systems properly or to protect itself or its users.


06.

INTELLECTUAL PROPERTY RIGHTS (IPR)

6.1. All IPRs relating to the Service provided by OVERSAMPLING INC. are and shall remain the property of OVERSAMPLING INC.. All rights in the design and arrangement of the website, text and graphics and all software compilations, underlying source code, and all other material on the website are reserved to OVERSAMPLING INC. or its licensors. Except as expressly provided below, nothing contained in these terms of use or on the website shall be construed as conferring any license or right, by implication, estoppel or otherwise, under copyright or other IPRs. OVERSAMPLING INC., Soundwalk, Soundwalk.com and all other names, images, pictures, logos and icons identifying OVERSAMPLING INC. or its services are trademarks of OVERSAMPLING INC. in the US and other countries. Other product and company names mentioned on this website may be trademarks of their respective owners.


07.

TERM OF THE AGREEMENT

7.1. The term of this Agreement will begin upon your first use of the Service and will end when terminated by either you or us as described herein. We may terminate this Agreement at any time, with or without cause, and with or without notice. In the event that you would like to terminate this Agreement, you will need to send such notice of termination via email to general@soundwalk.com. Your termination of the Agreement will be effective upon the last day of the month in which we received such notification.


08.

CONTENT DELIVERY
8.1. Delivery of Soundwalk Content. All Soundwalk Content will be delivered electronically to the Customer via download from www.soundwalk.com after acceptance of payment.
8.2. Availability of Soundwalk Content. We will exercise reasonable efforts to provide the Soundwalk Content in a timely manner. On occasion, technical or supplier problems may delay or prevent delivery.
8.3. Soundwalk Refund Policy. No refund request will be accepted. All Payments and Transactions made on www.soundwalk.com are not refundable.