IRRUPT/audio

Terms & Conditions

Terms and Conditions of IRRUPT.com Website Use

Please read carefully the following terms of use (the “Terms and Conditions”) of this website of Audio Samurai, LLC (hereinafter the “Company”). These Terms are applicable for all purchases or downloads made at the Website located under the domain name irrupt.com (the “Website”).  Your access to and use of this Website is subject to these terms. If you do not agree with one or more of these terms, we ask you not to access or use the Website. You are deemed to have accepted these terms if you use or access this Website or its products.

Information accuracy and use

The contents of this Website are provided strictly for your convenience. Although Company tries to ensure that information is accurate when it is placed on the site, Company does not guarantee or represent that the information is accurate, complete, current or suitable for any particular purpose. The information contained in this Website is also not intended as legal or financial advice. Accordingly, you use or rely on such information at your own risk.

The information contained in this Website, including prices and policy terms and conditions, is subject to change or can be updated without prior notice.

IRRUPT License

This is a non-exclusive, non-transferrable, terminable license agreement between you, a single user, and Company. Upon your purchase or download of any IRRUPT Product and subject to your compliance with these Terms and Conditions, you are granted a royalty free, non-exclusive license, on a global basis for the full copyright protection period (unless earlier terminated) in the purchased loops, samples, sound effects, and/or patches, or any variations thereof, both singularly and as collections (collectively the “IRRUPT Product”) for commercial and non-commercial use exclusively in a derivative work created by you. Your receipt of such purchase shall act as your license in the IRRUPT Product.  Only the original purchaser of the IRRUPT Product has the right to embody and utilize the IRRUPT Product within their derivative work.

All IRRUPT Products remain the property of Company or its Licensor (the “Copyright Holder”) and are licensed to you only for use in the creation of a live or recorded performance that includes the licensed samples as part of a derivative musical or visual work created by you, the licensed end user.  All rights of the Company and/or the Copyright Holder are reserved.  For avoidance of doubt, copying, duplication, lending or re-selling of the IRRUPT Product(s) or its contents in whole or part are strictly prohibited.

You are not the owner of the copyright of the IRRUPT Product(s) delivered or obtained from the Website. Your use of the IRRUPT Product is permitted without first obtaining a separate license from the Copyright Holder provided that you modify the samples within a musical or visual context and do not present them as isolated works. Similarly, any IRRUPT Product which is a rhythm loop sample must also be combined with other types of samples or sounds to effectively form a new composition or derivative work, in a manner that is clear and distinct from the isolated rhythm loop itself.

This license expressly forbids the copying, lending, duplicating, sublicensing, trading, resale, rental, loan, gift or transfer of any part of the IRRUPT Product or a copy thereof, in any format or via any medium, to another person or Company, except in accordance with a permitted use contained herein in a derivative work created by you. You may not electronically transfer the IRRUPT Product or place the IRRUPT Product in a file-sharing or service bureau operation or a computer/sampler network.

The purchased IRRUPT Product may not be included, whether modified or as part of a derivative work, in any musical library or sample library product.

Any unlicensed usage will be prosecuted to the maximum extent possible by law.

Termination.

The Company may terminate your rights in a purchased IRRUPT Product upon written notice to you if it believes you have breached any of these Terms and Conditions.   Upon such termination you must return, destroy, remove, and cease all use of the identified purchased IRRUPT Product. No refunds shall be granted for such terminations.  

Account Registration

(a) To use certain services of the Website you must register and provide certain information (e.g. a member (user) name, password, billing information, and valid email address) to the Company ("Registration Data") for the purposes of creating an account (your “Account”).  You agree to provide current, complete, and accurate Registration Data at the time you register and you will update your Registration Data as necessary to keep it current, complete and accurate. The Registration Data will apply to all sections of the Website and act as your username and Registration Data for access, favoriting, communicating, purchasing and/or streaming (where purchasing and/or streaming are applicable) to all sections of the Website. The Company may terminate your Account and any or all rights to the Website if any information you provide is inaccurate, false, incomplete, or, if the Company, in its own discretion, suspects fraudulent and/or illegal behavior, such as but not limited to identify theft or stolen credit cards or artificial purchasing to inflate sales data, associated with your registration. You agree that the Company may store and use the Registration Data you provide for use in billing fees to your credit card and maintaining your Account.

(b) You are solely responsible for maintaining the confidentiality and security of your Account. You agree to notify the Company immediately of any unauthorized use of your password and/or Account. The Company shall not be responsible for any losses arising out of the unauthorized use of your Registration Data or Account, and you agree to hold harmless and to indemnify the Company, its partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable, for any improper, unauthorized or illegal uses of your Account. You may not attempt to gain unauthorized access to the Website.  Should you attempt to do so, assist others in making such attempts, or distributing instructions, software or tools for that purpose, the Company shall have the right to terminate your Account and pursue all available remedies at law.

Consent to Company’s Communication with you by E-Mail.

By establishing an Account, you grant permission for the Company to contact you at your provided e-mail address as well as any through any of your social media accounts (Facebook, Twitter, Instagram, etc.).

Limitation on Sales

The Company sells IRRUPT Products to end user customers only, and not to resellers, distributors, music dealers, exporters, wholesalers, or any other businesses with an intent to resell. The Company reserves the right to refuse access to the Website or sale of IRRUPT Products for any reason, to any end user. The Company may terminate any offers for free or special promotions or pricing on merchandise at any time.  The Company may at any time lose the right to make certain IRRUPT Products available. In such an event, you will no longer be able to access such IRRUPT Products from the Website.

Indemnification.

You agree to defend, indemnify and hold the Company harmless from and against any claims, damages, liabilities, costs and expenses, including reasonable attorney’s fees, arising out of your breach of these Terms and Conditions and/or misuse, deliberate or otherwise of the IRRUPT Product, and/or violation of the rights purchased pursuant to this Agreement.

Limitation of Liability

IN NO EVENT WILL COMPANY OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DAMAGES SUFFERED BY YOU, EITHER DIRECTLY OR INDIRECTLY, AS A RESULT OF THE USE OR INABILITY TO USE THIS WEBSITE OR ITS CONTENTS OR THE PRODUCTS DELIVERED THEREBY.   TO THE EXTENT THAT IN A PARTICULAR CIRCUMSTANCE ANY DISCLAIMER OR LIMITATION ON DAMAGES OR LIABILITY SET FORTH HEREIN IS PROHIBITED BY APPLICABLE LAW, THEN, INSTEAD OF THE PROVISIONS HEREOF IN SUCH PARTICULAR CIRCUMSTANCE, THE COMPANY SHALL BE ENTITLED TO THE MAXIMUM DISCLAIMERS AND/OR LIMITATION ON DAMAGES AND LEGALITY AVAILABLE AT LAW OR IN EQUITY BY SUCH APPLICABLE LAW IN SUCH PARTICULAR CIRCUMSTANCE, AND IN NO EVENT SHALL SUCH DAMAGES OR LIABILITY EXCEED US $10.   ALL IRRUPT PRODUCTS AND INFORMATION ON THIS WEBSITE IS PROVIDED TO YOU ON AN "AS IS" "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY, OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH THE WEBSITE. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT. USE OF THE WEBSITE AND THE IRRUPT PRODUCTS AVAILABLE ON THE WEBSITE IS AT YOUR SOLE RISK.  THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE.

THE COMPANY SPECIFICALLY DISCLAIMS ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE WEBSITE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO RELIANCE BY ANY PARTY ON ANY CONTENT OBTAINED THROUGH THE USE OF THE WEBSITE, OR THAT ARISES IN CONNECTION WITH MISTAKES OR OMISSIONS IN, OR DELAYS IN TRANSMISSION OF, INFORMATION OR CONTENT TO OR FROM THE USER, INTERRUPTIONS IN TELECOMMUNICATIONS CONNECTIONS TO THE WEBSITE OR VIRUSES, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THE WEBSITE, OR RELATED INFORMATION OR PROGRAMS.

Objectionable Material

When accessing the Website, you understand that you may encounter material that may be deemed objectionable, indecent, or offensive, which material may or may not be identified as having explicit language or text, graphic designs, and/or photographs. You agree to use the Website at your own risk and the Company shall have no liability to you for material that may be found objectionable, indecent, or offensive.

Hyperlinks

Hyperlinks in the Website are provided for your convenience only. These links do not imply an endorsement of any linked sites or an affiliation with their owners or operators. Company has no control over the content of any linked site. This content is the sole responsibility of the owner or operator of the linked site.

Use of the Site

You may not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Website or any IRRUPT Products, or in any way reproduce or circumvent the navigational structure or presentation of the Website or any IRRUPT Products, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Website, provided however that bots, spiders or similar programs used by bona fide search engines to index the initial home pages in English of this Site for search purposes available to the general public via ordinary web browser applications are permitted to carry out their bona fide indexing functions on a limited and reasonable basis.      The Company reserves the right to bar any such activity.  You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any transaction being conducted on the Website, or with any other person’s use of the Website.

Software Viruses and Malware

Company makes reasonable efforts to ensure that this Website and the IRRUPT Products are virus- and malware-free, but does not guarantee that this is the case. You are responsible for the entire cost of any service, repairs or corrections necessary as a result of the use of this Website and/or the IRRUPT Product obtained from the Website.

Trademarks and Copyrights

Company, audiosamurai.com, and related words and logos as well as the names of other products or services of Company are trade names, trademarks or registered trademarks of Company.   The names of other companies, products or services referred to in this Website may be the trademarks of their respective owners. Any unauthorized use of any of these trade names or trademarks is prohibited.  

All contents of this Website are © Audio Samurai, LLC 2015 or its licensors. All rights reserved.

Privacy and Use of Personal Information

You have read Company’s privacy policy found at www.irrupt.com/privacy-policy, the terms of which appear on this Website and are incorporated into these terms of use. You agree that the terms of the privacy policy are reasonable. You consent to the collection, use and disclosure of your personal information by Company or its agents or representatives in accordance with the terms of and for the purposes set forth in the privacy policy

Price and Payment Terms

You agree to pay for all for-fee IRRUPT Products that you purchase through the Website. The Company may charge your credit card for any IRRUPT Products purchased for any additional amounts (including any taxes, as applicable) as may be accrued by or in connection with your Account. You hereby agree to authorize the Company to charge your credit card for the above mentioned at the Company 's convenience, but within thirty (30) days of credit card authorization, but no earlier than when the purchased IRRUPT Product is available for actual download or delivery, unless as may be required to process pre-order purchases at your request. YOU ARE RESPONSIBLE FOR PROVIDING THE COMPANY WITH A VALID CREDIT CARD AND THE TIMELY PAYMENT OF ALL FEES. At its discretion, the Company may post charges individually or aggregate your charges with other purchases you make on the Website. If any of your billing information changes, you are responsible for updating the information in the applicable section of your Account. You are responsible for any charges on your Account that are incurred by any person through your Account, regardless of whether you authorized such purchase or not. You are solely responsible for keeping your Account secure and confidential. 

The Company may, at its discretion, modify, suspend, or discontinue the Website (or any part or content thereof) at any time with or without notice to you, and the Company will not be liable to you or to any third party should it exercise such rights.

The total price and all other related charges for products will be set out in your purchase receipt. Company will also provide confirmation of your order to the email address you provided during your registration process.

All payment and credit terms are within Company’s sole discretion and will be as specified during your purchase process. Payment for the IRRUPT Products is required prior to the product being made available to you for download.

The Company currently accepts American Express, Visa, Master Card, Solo credit cards, and PayPal. The Company does not accept cash, money orders, or checks. The Company reserves the right to change this policy at any time. You agree to pay all fees and charges associated with your purchase(s) (including any applicable taxes), at the rates in effect when the charges were incurred. You, not the Company, are responsible for any unauthorized amounts billed to your credit card by a third party. As a cardholder, your card issuer agreement governs your use of the designated card, and as such, you must refer to that agreement to determine your rights and liabilities as a cardholder. Obligation to pay for IRRUPT Product orders previously accepted by the Company will survive your termination of your Account. Due to the nature of the service, refunds are only available in exceptional circumstances at the Company's management's sole discretion.

The Company accepts the following currencies: US Dollars, Euros, British Pounds and Australian Dollars.

Advertisements on this Website are invitations to you to make offers to purchase products and services and are not offers to sell. A properly completed order on this Website by you constitutes only your offer to purchase the products in your order, even if Company has processed payment for such offer. Your order will be accepted only if and when Company sends a notice email to the email address you provided during your registration or order process. If Company does not accept your order in whole or in part, Company will refund any amounts paid by you to Company for the order or part of the order not excepted.

Any price offers or advertisements given by Company will be valid for the period stated on the offer or advertisement, except that Company reserves the right to reject any sale for any reason, including without limitation for a misprint in the price offer or advertisement.  The Company does not provide price protection or refunds in the event of a price drop or promotional offering.

Unless you provide Company with a valid tax exemption certificate applicable to the IRRUPT Product download destination prior to acceptance of your order by Company, you are responsible for all goods and services taxes, harmonized sales taxes and/or value added taxes, and all other taxes associated with the order, except taxes on Company's net income. Separate charges for taxes will be shown on the order invoice. 

All sales are final and all charges from those sales are nonrefundable. The Company will not refund any fees for IRRUPT Products or services that you purchase and then fail to download, unless such failure is caused solely by the negligence or gross misconduct of the Company.

Export Controls

The IRRUPT Products offered by the Company may be subject to U.S. export and control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State. 

You warrant that you are (1) not located in Cuba, Iran, North Korea, Sudan, or Syria, and (2) are not a denied party as specified in the regulations listed above.  You agree to comply with all applicable export and re-export control laws and regulations, including the EAR, trade and economic sanctions maintained by OFAC, and the ITAR. Specifically, you agree that you shall not – directly or indirectly – sell, export, re-export, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from the Company under these Agreements to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. This export control clause shall survive termination or cancellation of these Agreements.

Entire Agreement

These terms set forth the entire agreement of the parties with respect to its subject matter. These terms may not be altered, supplemented, or amended by the use of any other documents. Any attempt to alter, supplement or amend this document or to enter an order for products that are subject to additional or altered terms and conditions will be null and void. These terms may be changed by Company at any time, in its so sole discretion without prior notice, with respect to any future sales or transactions with you.

General

The relationship between Company and you will be that of independent contractors, and neither of us nor any of our respective officers, agents or employees will be held or construed to be partners, joint ventures, fiduciaries, employees or agents of the other as a result of these Terms and Conditions or your use of this Website. The failure of Company to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent nonperformance of any such term or condition by you. The headings used in these terms are included for convenience only and will not limit or otherwise affect these terms. If any provision of these terms will be ruled unenforceable, then the remainder will be enforced to the extent permissible. This Website is not intended for use by children under the age of 18. Use of this Website is void where prohibited by applicable law.

Governing Law

Your use of this Website and its contents will be governed by the laws of the State of Colorado and any applicable federal laws of the United States, and the courts of the State of Colorado will have the non-exclusive jurisdiction over any legal disputes relating to this Website or the IRRUPT Products obtained therefrom.  You hereby irrevocably submit to the jurisdiction of the Colorado courts in any such action or proceeding and irrevocably waive any right to contest the jurisdiction (in rem or in personam) or power or decision of that court within or without the State of Colorado other than appropriate appellate courts.  You also waive any defense of inconvenient forum to the maintenance of any such action or proceeding.  The United Nations Convention on Contracts for the International Sale of Goods and the U.S. Uniform Commercial Code are expressly excluded from the operation of these Terms and Conditions.

Customer Support and Information

Please contact us at: support@irrupt.com for assistance with questions about your purchase, any exchanges, returns, cancellations or transfers, to change your address or to inquire about orders, bills and invoices.

Effective date: October 5, 2015