Privacy Policy: https://www.iubenda.com/privacy-policy/8020174

Terms of Service

Updated and effective as of February 8, 2019

OVERVIEW

Simon Says, Inc., Simon Says and their affiliates, subsidiaries, directors, officers, and employees, (collectively, “Simon Says,” the “Company,” “we,” “us,” or “our”) operate the website located at https://simonsays.ai and other related websites, subpages, subdomains, mobile applications, content, offerings, information, tools, interfaces, products, software and services (including any software provided that allows you to access such websites and mobile applications from a computer or mobile device) with links to these Terms of Service (collectively, the “Site”).

Please read these Terms of Service carefully before accessing, viewing, or using our Site. By accessing, viewing, or using the Site or any part of it, including by signing up or registering for an account or by using or accessing any of the Services (as defined below), you agree to be bound by these Terms of Service, our Privacy Policy (as defined below), and to all other terms, conditions, policies, and notices that appear on the Site, including any additional terms and conditions and policies referenced herein and/or available by hyperlink (collectively, these “Terms of Service”).

These Terms of Service are a legal contract between the Company and you. If you do not wish to be bound by these Terms of Service or if you do not agree with all of the terms and conditions in these Terms of Service, you may not use the Site or the Services. Acceptance by you of these Terms of Service and agreement to be bound hereby is expressly conditioned upon your assent to all of the terms and conditions in these Terms of Service. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service. These Terms of Service apply to all users of the Site, including without limitation users who are browsers, vendors, customers and merchants, whether or not a user has registered for an account, uploaded or submitted any Content (as defined below), or paid for or received any product, service or offering on the Site or used any of the Services.

Any new features, offerings, information, tools, software or services that are added to the Site shall also be subject to these Terms of Service. You can review the most current version of these Terms of Service at any time on the Site, available at https://simonsays.ai/terms.

We reserve the right in our sole discretion to update, change or replace any part of these Terms of Service by posting updates and/or changes to these Terms of Service on our Site. Although we may attempt to notify you when major changes are made to these Terms of Service, it is your responsibility to periodically review the most up-to-date version of our Terms of Service posted to our Site. Your continued use of or access to the Site following the posting of any updates or changes constitutes acceptance of those updates or changes.

PRIVACY POLICY

The Company respects the privacy of its users. Please refer to the Company’s Privacy Policy (available at https://www.iubenda.com/privacy-policy/8020174/legal ), which explains how we collect, use, store, retain and disclose your information. When you access the Site or use the Services, you signify your agreement to this Privacy Policy, which is incorporated herein by reference. Any information, including any audio or video files that you upload to the Site or any other Submitted Content (as defined below) submitted in connection with your use of the Site or the Services is subject to our Privacy Policy.

DEFINITIONS

Capitalized terms used in these Terms of Service have the meanings assigned to such terms in the text of these Terms of Service or as set forth below:

“Services” means the proprietary system, Site, mobile applications, products, offerings, features, information, tools, software, data feeds, interfaces, functionality and services owned, operated or provided by the Company, including, without limitation: (i) our automated transcription services and related user editing, logging, timecoding, bookmarking, annotation, exporting and sharing tools, (ii) payment services, and (iii) other features, tools and functionality relating thereto.

“Transcript” means any transcript or transcription of spoken words or language contained in audio or video files submitted by a user through the Site to be automatically transcribed by the Services, including any text, text file, website form, document or written or electronic information or content representing or displaying such automatically transcribed words or language, whether or not the transcribed content is accurate or complete, and including any edits, annotations or changes to such transcribed content made by a user, or any bookmarks, timestamps or other supplemental information contained therein; user edits, annotations or changes included in the definition of “Transcript” include, without limitation, (i) any annotations, notes, comments or similar edits, changes or additions that a user makes to the text of a Transcript, whether by way of a webpage form on the Site or otherwise, and (ii) any labels that a user applies to the text of any Transcript, for example, by way of any feature on the Site that allows users to add a name, initials or other label to portions of the text of a Transcript to indicate the name or identity of the speaker corresponding to such portion of text.

“user” or “you” or “your ” means any person who views, accesses, or uses the Site or the Services in any way, including users who register for an account with the Site.

ABOUT THE SERVICES

Simon Says is an automated transcription service that uses speech recognition technologies and automated processes to transcribe audio and video files uploaded by users. The Services allow users to view, edit, download, bookmark, annotate and export the Transcripts provided through the Services, and to share Transcripts with other users or recipients. The Services also provide a simple payment tool and related functionality that allows users to pay for the Services on a per-transcription or subscription basis and to apply any user credits or promo codes.

The transcription services we provide are fully automated and make use of our proprietary technology and certain third party speech recognition and data processing tools, APIs and technologies to provide Transcripts. We do not, and we do not hire or contract with any individual service providers to, manually transcribe any information, manually prepare any Transcripts, or confirm, review, check the accuracy or completeness of, or edit any Transcripts that are made available to users through the Services.

A significant portion of our Services utilizes and relies on Third Party Applications (as defined below), and we have no control whatsoever over any such Third Party Applications. As part of the Services, we rely on and use or reserve the right to use certain third party speech recognition and data processing tools, APIs, applications, software and technologies (“Third Party Applications”). For example, when a user uploads one or more audio or video files and purchases transcription Services for such files, we may use one or more Third Party Applications to process such files to, among other things: isolate audio tracks, isolate, recognize and process spoken natural language in such files, and record or output written text or data corresponding to any such spoken natural language recognized therein by the applicable speech recognition API. The Transcripts provided to users through the Services are based solely on such speech recognition APIs and other tools and functions of such Third Party Applications, and rely solely on the ability of such Third Party Applications to isolate, identify, recognize and record any spoken natural language contained in any audio or video files uploaded by a user to the Site for transcription Services.

The Site and the Services provide a conduit for users to access, indirectly through the Services, such Third Party Applications. Although we reserve the right to use Third Party Applications as part of the Services, our use of any such Third Party Applications does not imply approval or endorsement thereof by the Company. By agreeing to these Terms of Services, you give us express permission to use such Third Party Applications as part of the Services, including for the provision of Transcripts, and you give us express permission to transmit your uploaded audio and video files, or information therefrom, to one or more Third Party Services.

GENERAL DISCLAIMERS REGARDING THE SERVICES

For the reasons provided in the section above and herein, the Company is not and cannot be responsible for or guarantee the accuracy or completeness of any Transcript made available to users through the Site. We make no representations or warranties whatsoever, whether express or implied, and we make no guarantees about, and we expressly disclaim all liability and responsibility for or regarding: (a) the accuracy or completeness of any Transcript; (b) the quality, workmanship, suitability, appropriateness, relevance or value of any Transcript or any of the Third Party Applications or any product or service provided thereby; (c) whether or not any audio or video file uploaded by a user for transcription can be properly or adequately processed by any such Third Party Application; (d) whether or not any such Third Party Application can successfully isolate, identify, recognize and record any spoken natural language contained or purported to be contained in any audio or video files uploaded by a user to the Site for transcription; (e) whether or not the audio or recording quality of any audio or video files uploaded by a user to the Site for transcription is sufficient to be an eligible candidate for processing and recognition by any such Third Party Application or whether or not the file format of such files is suitable for processing by any Third Party Applications; (f) whether or not any audio or video file uploaded by a user for transcription contains spoken linguistic forms in a language, dialect, speech pattern or accent, or are verbalized in a manner, that is recognizable by any Third Party Applications, either because of the nature of the purported linguistic forms themselves or because of background noise or music, recording quality, data corruption or anything else of any nature that could impede automated speech recognition or processing; (g) whether or not any Third Party Application is fully or partially functional and up and running at any given time; or (h) whether or not any part of our Site or the Services that are proprietary to and owned by us, even if fully functional, may nonetheless fail to interact with any Third Party Application in the intended manner.

Although we endeavor to provide automated transcription Services that are swiftly executed, easy to use, reliable and that result in Transcripts that are as close as reasonably practicable to the spoken natural language contained in the submitted audio and video files, because of the automated nature of the processes we use, including the use of Third Party Applications, any user utilizing the Services must, and hereby agrees to, assume all risk in his or her use of the Services. The risks assumed by any user using the Services include, but are not limited to, the risk that any of the eventualities listed in the paragraph above or similar events will occur or fail to occur, the risk that any Transcript made available through the Services will be inaccurate, incomplete, incorrectly transcribed or formatted, unreadable, unusable, or even blank or substantially blank (for example, if none of the purported spoken natural language in the uploaded files is readable or recognizable). Users are solely responsible, and bear all risk for, ensuring that any audio or video files they upload for transcription are in a suitable file format, are of sufficient quality (including audio quality), and are otherwise suitable candidates for speech recognition and transcription.

We understand (and by reading these Terms of Service, you understand) that you are assuming risk for ensuring your audio or video files are suitable candidates for transcription using our Services. To the extent practicable and from time to time, we may endeavor to offer users an opportunity to try our transcription Services by way of the use of free credits that may be offered when a user registers for an account or purchases a subscription. Although we reserve the right to change our policy and practices with respect to free credits in our sole discretion at any time, we encourage users to use any free credits made available to them upon registration to run a trial transcription on their audio and video files or samples or subsets thereof to better understand the transcription process and to get a better understanding of how well such audio and video files respond to transcription through our Services. While each audio and video file is different and may result in Transcripts of varying quality, using free credits in a trial capacity may provide users with a fuller understanding of the risks involved. We cannot promise or guarantee that any Transcript you receive from the use of free credits will be representative of any other transcription or Transcript of different audio or video content, and we do not warrant that any such Transcription purchased with free credits constitutes a model, example or express or implied warranty of any other transcription or Transcript. Our limited aim, if we choose to offer free credits, is to encourage users to use the free credits to better understand our Services and products before purchasing any Transcript.

By agreeing to these Terms of Service, you acknowledge that if you upload audio and video files and purchase a Transcript, you bear the risk that the spoken language in such audio and video files will not be recognized and will not result in a complete or accurate Transcript. You understand that only certain languages are currently recognized and accepted by the Services . A list of the currently recognized and accepted languages can be found on the file upload page on the Site. Before proceeding with any transcription, a user is required to select from the available list of languages the language they wish to be applied to their transcription. Multiple languages cannot be selected. The language selected by the user will be the language in which the user’s audio or video files will be transcribed. We cannot be responsible for the language selection you make. If your audio and video files contain audio data of languages that are not currently recognized by the Services, or languages other than the language selected to be applied, no such audio data will be transcribed and the transcription of any audio data containing such unrecognized or unselected language will fail. You are responsible for ensuring that your audio and video files contain audio tracks of languages that are currently recognized and accepted by the Services. The Company is not responsible for Transcripts that are incomplete, inaccurate, unusable or substantially blank due to the fact that the language in such audio or video files is not one of the currently recognized and accepted languages, or is not the same language that the user selects to apply to the transcription. Furthermore, files with low audio quality, background noise or music, or where the natural language speech therein is difficult to hear or discern are unlikely to result in Transcripts that are accurate, complete or usable.

Users should be aware and should expect that Transcripts will not be error-free. In many respects, speech recognition software, processes and APIs (including those of the Third Party Applications) are still developing. They are not perfect, and users should expect that there will be some errors in any Transcript. Although we endeavor to provide users with swift transcriptions and quick processing and turn-around times, we make no guarantees about the length of time any transcription will take. You further understand and acknowledge that Transcripts will generally include only minimal or no punctuation (which may not be the correct or proper punctuation), and that Transcripts are not formatted other than as plain text. Users are solely responsible for any edits, annotations or changes they make to any Transcript using Site functionality.

As a user on our Site, you can learn more about the Services, including about pricing for the Services, from the information contained on our Site, which includes FAQs, descriptions of the Services, other descriptions, instructions, pictures and/or videos about Site functionality, use cases, processes and Transcripts. None of the aforementioned materials or any information available on or through the Site or the Services shall be deemed to be a representation, warranty, guarantee, model, or example of the quality, type, completeness, accuracy, workmanship, appropriateness, merchantability, or fitness for intended purpose of any Transcript, the Site or any of the Services.

We do not warrant that the quality of any Transcript, the Site, the Services or any other information obtained by you will meet your expectations, or that any Transcript, the Site or any Services will be error-free.

Each user understands and AGREES that a user’s decision to purchase transcription Services and Transcripts for any audio or video files uploaded by the user will OCCUR PRIOR to the transcription and the delivery of the PURCHASED Transcript. Even if you purchase transcription Services and a Transcript for audio and video files, the Transcript made available to you through the Site may not be accurate, complete or useable, and you hereby agree to bear all risk of loss in respect of any such Transcript.

Any Transcript, the Site, the Services and any Third Party Applications we use are provided to you “as is” and “as available” without any warranties, representations or guarantees of any kind, and we shall have no liability whatsoever arising from or relating to your use of the Site or the Services or any Third Party Applications, or your purchase, receipt (or failure thereof) or use of any Transcript.

CONFIDENTIAL OR PROTECTED INFORMATION

If you upload audio or video files containing any confidential information, you do so at your own risk that any confidential information contained therein may be intercepted, hacked or improperly accessed due to no fault by us. When we process files uploaded by users for transcription, we transcode and send audio files based on the submitted files to Third Party Applications for speech processing. Since such transcoded audio tracks are sent by us outside our network servers to a third party, it is possible that such information could be intercepted or stolen or inappropriately accessed during the transmission. A third party intercepting such data might be able to recover the audio information on the file and gain access to any confidential information therein. Additionally, the Third Party Applications we use may retain copies of any audio data or tracks we send for transcription, and any such copies on the servers of Third Party Applications could be subject to theft, interception and hacking. Finally, following processing by the Third Party Applications we use, the Third Party Applications send to us text data from the transcription, and any such text data could be intercepted.

Confidential information means any information that is confidential, privileged, subject to work product doctrines, private, proprietary, secret or protected in any way, including “material non-public information” under applicable securities laws, or protected health information of any person. Any files that you upload to the Site for Transcription, even if you do not ultimately purchase any transcription Services or a Transcript , will be deemed NOT to be confidential or protected, and we are not responsible for and cannot control such information, and we cannot guarantee its confidentiality.

We understand the importance of protecting any information contained in audio and video files uploaded for transcription by users, and we endeavor to take reasonable and practical measures to maintain the privacy of any such information. However, while we have adopted customary data processing practices and security measures to protect against unauthorized access to user audio and video files or data related to transcriptions, please be aware that no security measures are perfect or impenetrable. Additionally, we are limited in our ability to control or protect data and information that we send to Third Party Applications for transcription. Therefore, we cannot and do not guarantee that your audio and video files or any other Submitted Content (as defined below) will not be improperly accessed by unauthorized persons. Please see below for additional terms and conditions relating to Submitted Content, copyright and intellectual property matters, and please refer to our Privacy Policy for additional information about data privacy.

USER ACCOUNTS

In order to access certain features of the Services, including any transcriptions and receiving any Transcripts, you will be required to create a user account. You may never use another user’s account without permission. When creating your account, you must provide accurate and complete information, and you must ensure that such information continues to be accurate and complete at all times. You may change, correct or remove any information from your account by logging into your account directly and making the desired changes. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify the Company immediately of any breach of security or unauthorized use of your account.

Although the Company will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses incurred by the Company or others due to such unauthorized use.

You agree not to register for an account on behalf of an individual other than yourself, or register for an account on behalf of any group or entity unless you are authorized to bind such person, group or entity to these Terms of Service. By registering another person, group or entity, you hereby represent that you are authorized to do so.

PAYMENT OF FEES

As a user with a registered user account on the Site, you can purchase transcriptions and Transcripts on a per-transcription basis or on a subscription basis, provided that we reserve the right to change our offerings at any time. The fees for single transcriptions are based on a fixed price per transcribed minute of audio or video and are subject to a minimum price per transcription, as further set forth on the Site. Fees due for subscriptions to the Services are also available on the Site. We may offer subscriptions on a monthly or annual basis. Subscriptions provide for a specified allotment of transcribed time based on the level of subscription purchased.

If you purchase a subscription to the Services, whether on a monthly or annual basis or otherwise, your subscription will automatically renew for the applicable subscription period at the then-current rate for such subscription, unless and until you notify us of your decision to terminate your subscription. If you would like to turn off automatic renewal, cancel your subscription, or extend your subscription for additional periods, please contact us via any option on this page.

BY PLACING YOUR ORDER FOR A SUBSCRIPTION, YOU AUTHORIZE US TO CHARGE YOUR CREDIT CARD OR PAYPAL ACCOUNT ON FILE FOR AUTOMATIC RENEWALS OF YOUR SUBSCRIPTION FOR THE APPLICABLE SUBSCRIPTION PERIOD AT THE THEN-CURRENT RATE UNLESS YOU CANCEL YOUR SUBSCRIPTION.

Subscriptions can be canceled by the user at any time by contacting us in the manner provided above. However, we do not provide refunds for any unused transcription minutes at the time of cancelation of your subscription. We reserve the right to modify the fees we charge for subscriptions, or the terms of any subscriptions we offer, from time to time in our discretion. Before you purchase any transcription services, Transcripts or subscriptions, please review any applicable pricing information and other applicable terms available on the Site. When you purchase transcription services or any subscription to our Services, you acknowledge your agreement with any such pricing terms or other applicable terms relating to your purchase, and any such terms are a part of the agreement between you and us.

You agree to pay all fees or charges to your account in accordance with the fees, charges, pricing and billing terms in effect at the time of any purchase by you on the Site. By providing the Company with your credit card number or PayPal account details and associated payment information, you agree that the Company is authorized to immediately invoice or charge your account for all fees and charges due and payable to the Company hereunder and that no additional notice or consent is required.

If your payment method fails or your account is past due, then we may collect fees owed using other collection mechanisms. This may include charging other payment methods on file with us and/or retaining collection agencies and legal counsel. We may also block your access to any Services pending resolution of any amounts due by you to the Company.

GENERAL USE OF THE SERVICES – PERMISSIONS AND RESTRICTIONS

The Company hereby grants you permission to access, view and use the Site and the Services in accordance with these Terms of Service, provided that you agree that you will not, under any circumstances:

1. distribute in any medium, publicly display, publicly perform, communicate to the public, or create derivative works from any part of the Site, the Services or the Content without our prior written authorization, unless the Company makes available the means for limited distribution through functionality offered on the Site or through the Services (such as the export of text files);

2. alter, copy, modify, reverse engineer, reproduce, deface, tarnish, mutilate, hack, interfere with, or otherwise use and exploit the Site, any Services, or any Content, except as permitted by these Terms of Service;

3. access Content through any technology or means other than as provided for on the Site or through the Services;

4. use the Site or the Services for any commercial uses without our express written approval, including selling any Transcript or selling access to the Site or the Services in any way;

5. use or launch any automated system, including, without limitation, “robots,” “spiders,” or “offline readers,” that accesses the Site or the Services in a manner that sends more request messages to the Company’s servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser; provided, however, that the Company grants the operators of public search engines permission to use spiders to copy materials from the Site for the sole and limited purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials; provided, further, that the Company reserves the right to revoke these exceptions either generally or in specific cases.

6. use any software, technology, or device to collect, scrape, crawl, manipulate or harvest any personally identifiable information or other data, including account names, from the Site or the Services;

use any communication systems provided by the Site or the Services (e.g., comments, email, sharing functions) for any commercial solicitation purposes, or solicit, for commercial purposes, any users of the Site with respect to any of their Submitted Content;

7. transmit any information that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously or otherwise objectionable and offensive;

8. attempt to harass, abuse or harm another person or group;

9. use another user’s account without permission or impersonate another person;

10. provide false or inaccurate information when registering for a user account, or interfere or attempt to interfere in any way with the proper functioning of the Site or the Services;

11. upload, submit, transmit, post or link to malicious content intended to damage or disrupt another user’s browser or computer;

12. attempt to circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Site, the Services or the Content therein; or

13. use the Site or the Services for any unlawful purpose or for the promotion of illegal activities.

A breach or violation of any of the above terms or any of the terms and conditions in these Terms of Service may, at our sole discretion, result in an immediate termination of your access to the Site and the Services. We reserve the right to refuse Services to, or to terminate access to the Site and the Services to, anyone for any reason at any time, or to discontinue any part of the Services or all of them at any time.

SUBMITTED CONTENT

All software, scripts, technology, designs, materials, information, communications, opinions, records, messages, comments, text, graphics, links, electronic art, animations, illustrations, artwork, audio clips, sounds, music, videos, photos, images, audiovisual combinations, reviews, ideas, applications, Site functionality, interactive features, widgets, buttons, labels, suggestions, proposals, data, files (including audio and video files uploaded by any user), Transcriptions, or other copyrightable or non-copyrightable materials or content, including the selection, arrangements, functionality, processes, methods and user experiences in respect thereof is “Content.” Where the Company provides Content to you through or on the Site or in connection with the Services, including, without limitation, the Site, it is “Company Content.” Content submitted, uploaded, transmitted, posted or otherwise made available on or through the Site or the Services by any user, including any audio or video files uploaded by a user for transcription, and any Transcript related thereto (including any user edits, annotations or changes to a Transcript) is “Submitted Content.” Content remains the proprietary property of the person or entity supplying it (or their affiliated and/or third party providers and suppliers) and is protected, without limitation, pursuant to U.S. and foreign copyright and other intellectual property laws.

You shall be solely responsible for your own Submitted Content, including its legality and appropriateness, and the consequences of submitting and transmitting your Submitted Content on the Site and through the Services. You affirm, represent and warrant that you own or have the necessary licenses, rights, consents and permissions to transmit any Submitted Content you transmit, upload, post, share or submit.

You further agree that none of your Submitted Content will 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 and authorized to transmit the material and to grant the Company all of the license rights granted by you herein. The burden of determining whether any material is protected by any such right, or whether you have the authority to grant such license, is on you.

You further agree that you will not submit through the Services any Submitted Content that is contrary to the Company’s Content Guidelines set forth below, which may be updated from time to time. We may, but have no obligation to, monitor, edit, remove and elect not to transmit to Third Party Applications any Submitted Content that we determine in our sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property rights or these Terms of Service or our Content Guidelines below, or for any other reason we deem reasonably appropriate in our sole discretion, with or without prior notice to you.

You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, violation of contract, privacy, or publicity rights or any other harm resulting from any transmission you make of your Submitted Content.

Unless otherwise explicitly stated herein or in our Privacy Policy, you agree that any Submitted Content provided by you in connection with the Site or the Services is provided on a non-proprietary and non-confidential basis. We expressly disclaim any and all liability in respect of any Submitted Content, including any liability arising because of a breach of any confidentiality obligations, securities laws or any other obligations of a similar nature, in connection with the submission or transmission of Submitted Content.

You hereby grant to the Company, to the extent permitted under applicable law, a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license (including the right to sublicense through multiple tiers) to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit and distribute your Submitted Content, or any portion thereof, in any form, medium or distribution method now known or hereafter existing or developed, and authorize others to use the Submitted Content solely for the purposes of providing the services hereunder. We may modify or adapt your Submitted Content in order to transmit, display or distribute it over computer networks or to Third Party Applications and in various media and/or make changes to the Submitted Content as necessary to conform and adapt them to any requirements or limitations of any networks, devices, services or media, including those of Third Party Applications. You hereby expressly represent and warrant that you have all of the rights, power and authority to make the grant of license to the Company contained in this paragraph.

The Company hereby grants to you as a user of the Site and the Services, a limited, non-exclusive, non-transferable license to access and use Submitted Content and Company Content, for which you have paid all applicable required fees, through the Services, in accordance with these Terms of Service. All other uses are expressly prohibited absent our express written consent.

You may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, license, or otherwise transfer or use any Submitted Content or Company Content unless we give you explicit permission to do so. Submitted Content and Company Content is licensed, and not sold, to you.

Though the Company strives to enforce these Terms of Service, you may be exposed to Submitted Content that is inaccurate, objectionable or harmful. The Company does not endorse any Submitted Content submitted through the Services by any user or other licensor, or any opinion, recommendation, or advice expressed therein.

INTELLECTUAL PROPERTY

You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Site, the Services, and the Company Content, including applicable copyrights, trademarks, methods and other proprietary rights. Other product and company names that are mentioned on the Site or through the Services may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you under these Terms of Service.

THIRD PARTY LINKS

The Site and the Services may contain links to third party websites or applications that are not owned or controlled by the Company, or may make use of one or more Third Party Applications on the Site or through the Services. The Company has no control over, and assumes no responsibility for, the content, privacy policies or practices of any third party websites or Third Party Applications. In addition, the Company will not and cannot censor or edit the content of any third party site. By using the Site and the Services, you expressly agree and acknowledge that you, and not the Company, shall be solely liable and responsible for any and all liability arising from your use of any third party website or any Third Party Applications made available to you through the Services.

Furthermore, as provided in these Terms of Service, in connection with certain Services, we will send your uploaded audio and video files (or copies thereof) to Third Party Applications. We are not responsible for the terms and conditions and privacy policies of each other website that you visit and each Third Party Application made available to you through the Services. Please see our Privacy Policy for further relevant information.

ACCOUNT TERMINATION POLICY

The Company will terminate a user’s access to the Services if, under appropriate circumstances, the user is determined to be a repeat infringer.

The Company reserves the right to decide whether Submitted Content violates these Terms of Service for reasons other than copyright infringement, such as, but not limited to, because such Submitted Content is or may be interpreted or deemed to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, of excessive length or otherwise objectionable. The Company may at any time, without prior notice and in its sole discretion, terminate a user’s account for submitting such material in violation of these Terms of Service, or for any other violation of these Terms of Service.

If a user wants to terminate his or her account or subscription at any time, the user should send a request to terminate the account or subscription via an option on this page.

Digital Millennium Copyright Act

If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our copyright agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

· A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

· Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

· Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;

· Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;

· A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

· A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

You may direct copyright infringement notifications to our copyright agent at the Company’s address at the end of these Terms of Service (with attention to copyright agent), or by email to the address on this contact page here.

Counter-Notice . If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owners agent, or pursuant to applicable law, to post and use the material in your Content, you may send a counter-notice containing the following information to our copyright agent:

· Your physical or electronic signature;

· Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;

· A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and

· Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in San Francisco, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by our copyright agent, the Company may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at the Company’s sole discretion.

Warranty Disclaimer

YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE, THE SERVICES (INCLUDING THIRD PARTY APPLICATIONS) AND YOUR USE THEREOF. THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF ANY CONTENT ON THE SITE OR TRANSMITTED THROUGH THE SERVICES OR THE CONTENT OF ANY SITES LINKED TO THE SITE OR ANY THIRD PARTY APPLICATIONS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (i) ERRORS, MISTAKES OR INACCURACIES OF CONTENT, INCLUDING WITH RESPECT TO ANY TRANSCRIPT, (i) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE AND OUR SERVICES, (iii) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (iv) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (v) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (vi) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE SUBMISSION OR USE OF ANY CONTENT SUBMITTED, POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE ON THE SITE AND/OR VIA THE SERVICES. THE COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES (INCLUDING THIRD PARTY APPLICATIONS) OR ANY HYPERLINKED SERVICES, AND THE COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

Limitation of Liability

IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (i) ERRORS, MISTAKES OR INACCURACIES OF CONTENT, INCLUDING WITH RESPECT TO ANY TRANSCRIPT, (i) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE AND OUR SERVICES, (iii) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (iv) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (v) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (vi) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE SUBMISSION OR USE OF ANY CONTENT SUBMITTED, POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE ON THE SITE AND/OR VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

YOU SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

The Services are controlled and offered by the Company from its facilities in the United States of America. The Company makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.

INDEMNIFICATION

To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless the Company, its affiliates and subsidiaries, and their officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from: (i) your use of and access to the Site and the Services; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, privacy or confidentiality right; (iv) any claim that your Submitted Content caused damage to a third party; or (v) your violation of any applicable law. This defense and indemnification obligation will survive these Terms of Service and your use of the Services.

Ability to Accept Terms of Service

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 the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. In any case, you affirm that you are over the age of 13, as the Services are not intended for children under 13. If you are under 13 years of age, then please do not use the Services.

electronic notice

You consent to receive communications from the Company in an electronic form via the email address you have submitted upon registration; and you agree that these Terms of Service, and all other agreements, notices, disclosures and other communications that the Company provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing.

Assignment

These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by the Company without restriction.

GOVERNING LAW

The Site and the Services shall be deemed to be solely based in California and shall be deemed to be a passive website that does not give rise to personal jurisdiction over the Company, either specific or general, in jurisdictions other than California. These Terms of Service shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. Any claim or dispute between you and the Company that arises in whole or in part from the Services shall be decided exclusively by a court of competent jurisdiction located in San Francisco, California.

For any claim or cause of action (i) raised by a resident of a country other than the United States of America; or (ii) where the total amount of the award sought is less than twenty thousand dollars ($20,000.00), you agree that the Company may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. In the event the Company elects arbitration, you hereby agree to move any claims to the exclusive jurisdiction of an arbitration procedure, which shall be initiated through an established alternative dispute resolution (“ADR”) provider chosen by the Company. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online, and/or be solely based on written submissions, and the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Arbitration expressly excludes claims for injunctive or other equitable relief.

CALIFORNIA USERS

Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about must be sent to us by certified mail at our address provided below under Contact Information.

California users are also entitled to the following specific consumer rights notice: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

GENERAL

These Terms of Service, together with our Privacy Policy and any other legal notices or agreements, including pricing terms, published or posted by the Company on the Site, shall constitute the entire agreement between you and the Company concerning the Site and the Services. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and the Company’s failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. The Company reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service for any changes. Your use of the Site or the Services following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms.

YOU AND THE COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE OR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

CONTACT INFORMATION

Questions about these Terms of Service should be sent to us at 

 or at:

Simon Says

340 S. Lemon Ave. #3907

Walnut, CA 91789

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