Audioversity Online Terms and Conditions of Use

This Audioversity Online Terms and Conditions of Use Agreement ("Agreement") constitutes a legally binding agreement made between you, whether personally or on behalf of an entity ("you" or "user"), and Yamaha concerning your access to and use of the Service.

Please carefully read this Agreement before using the Service.

You must agree to the terms of this Agreement to use the Service.

The current functional scope of the Service is described in the Service Description provided under https://asia-oceania.yamaha.com/en/business/audio/resources/audioversity-online/

We specifically prohibit any use of the Service, and require all users to agree not to use the Service, for any of the following: (i) posting any information which is incomplete, false, inaccurate or not your own; (ii) impersonating another person; (iii) engaging in activities constituting or encouraging conduct that would constitute a criminal offense, giving rise to civil liability or otherwise violate any city, state, national or international law or regulation or which fails to comply with accepted Internet protocol; (iv) posting material that is copyrighted or otherwise owned by a third party unless you are the copyright owner or have the permission of the owner to post it; (v) posting material that reveals trade secrets, unless you own them or have the permission of the owner; (vi) posting material that infringes on any other intellectual property, privacy or publicity right of another; (vii) transmitting or transferring (by any means) information or software derived from the Website to foreign countries or certain foreign nations in violation of US export control laws; (viii) attempting to interfere in any way with the Website’s or our networks or network security, or attempting to use the Website’s service to gain unauthorized access to any other computer system; (ix) decompiling, disassembling, reverse engineering, or otherwise converting the software included in the Service into a form that can be perceived by humans (except as expressly permitted by law); (x) using the Service for the development of services or software that compete with the Service; or (xi) launching similar services based on the use of the Service without Yamaha’s permission.

Violations of system or network security may result in civil or criminal liability. We will investigate occurrences and may involve, and cooperate with, law enforcement authorities in prosecuting the user or users who are involved in such violations. You are prohibited from violating or attempting to violate the security of the Service, including, without limitation, the following: (i) accessing data not intended for such user or logging into a server or account which user is not authorized to access; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (iii) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Service, overloading, “flooding”, “mailbombing” or “crashing”; or sending unsolicited e-mail, including promotions and/or advertising of products or services, or (iv) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.

Yamaha grants you a non-exclusive, non-transferable, non-sublicensable limited license to use the Service designated in this Agreement for the duration of the Agreement within the scope of and only as intended in the Service Description. Materials on the Service are provided to you AS IS and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners.

Yamaha reserves all rights not expressly granted in and to the Service, Marks and the Materials. You are not entitled to make the Service, Marks or Materials available to third parties for use and may not sublicense the Service.

You agree not to circumvent, disable or otherwise interfere with security related features of the Service, digital services or features that prevent or restrict use or copying of any Materials or enforce limitations on use of the Service or the Materials therein.

You also agree that any feedback you provide may be used by Yamaha freely and without compensation. This Service may include third-party software (including open source software). When Yamaha indicates that software is third-party software, you shall use such software in accordance with the license terms accompanying the software, and Yamaha shall not be liable for any third-party software.

In the Service, you may be permitted to submit your feedback, ideas, and comments on the Service (“Feedback”) to Yamaha. By providing Feedback you warrant to Yamaha that you are the owner of the Feedback.

You grant to Yamaha a perpetual worldwide, non-exclusive, royalty-free license to use, any Feedback sent to Yamaha through the Service as well as any invention, device, or creation that may be contained in such Feedback that are used by Yamaha in any way, including, but not limited to incorporating it into products or other existing products or services of Yamaha.

Without limiting any other provision of this Agreement, Yamaha reserves the right to terminate the accounts of infringers without notice. Yamaha is entitled to immediately block your use of the Service, and any related services offered by Yamaha, if there is reasonable suspicion that you use the Service illegally and/or infringe the rights of third parties. A reasonable suspicion for an illegality and/or a violation of rights exists in particular if courts, authorities and/or other third parties inform Yamaha thereof. Yamaha will undertake to notify you of such action. Yamaha will lift the suspension if and as soon as the suspicion is invalidated.

Yamaha offers the Service free of charge, and no payments are required to sign up or use the Service. 

Residents of California are entitled to the following specific consumer rights information: you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by mail at: 1625 North Market Blvd., Suite N 112, Sacramento, California, 95834, or by telephone at (916) 445-1254. Hearing-impaired users can reach the Complaint Assistance Unit at TDD (800) 326-2297 or TDD (916) 322-1700. Their website is located at: http://www.dca.ca.gov.

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

YOU USE THIS SERVICE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, INCLUDING, WITHOUT LIMITATION, PERSONAL DIGITAL ASSISTANTS, SMART PHONES, NOTEBOOKS, NOTEPADS, OR ANY SIMILAR DEVICES, OR LOSS OF DATA OR DATA CORRUPTION THAT RESULTS FROM THE USE OF THIS SERVICE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM YAMAHA OR THROUGH OR FROM THE SERVICE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

YAMAHA SHALL NOT GUARANTEE THAT AN IDEA OBTAINED FROM YOUR FEEDBACK IS NECESSARILY MATERIALIZED, THEREBY PROVIDING THE MATERIALIZED SERVICE.

SOME COUNTRIES, PROVINCES, TERRITORIES, STATES OR GEOPOLITICAL REGIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE DISCLAIMERS OR PORTIONS OF THEM MAY NOT APPLY TO YOU. YOUR LEGAL RIGHTS MAY VARY FROM JURISDICTION TO JURISDICTION.

10.2 LIMITATION OF LIABILITY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL YAMAHA, NOR ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYES, AGENTS, OR SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, FORESEEN OR UNFORESEEN, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF TIME OR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF YAMAHA OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND HOWEVER ARISING, INCLUDING NEGLIGENCE), RESULTING FROM OR IN CONNECTION WITH YOUR USE/MISUSE OF, OR INABILITY TO USE, THE SERVICE AND/OR ANY CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO ON THE SERVICE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT WILL YAMAHA'S LIABILITY TO YOU FOR ANY DAMAGES, LOSSES, AND CAUSES OF ACTION WHATSOEVER (WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THIS AGREEMENT OR YOUR USE OF THE SERVICE BE IN EXCESS OF US$100.00.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, YAMAHA'S LIABILITY IN THOSE JURISDICTIONS SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

YOU AGREE TO THESE REMEDIES AND WAIVE ANY RIGHTS CONTRARY TO THESE REMEDIES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IF YOU ACCESS OR USE THE SERVICE.

10.3 Indemnification

You agree to defend, indemnify and hold harmless Yamaha, its officers, directors, employees, affiliates, licensees, partners, subsidiaries and agents, third parties and service providers acting on Yamaha's behalf ("Indemnified Parties") from and against any and all claims, actions, losses, demands and liability costs and expenses (including without limitation reasonable legal and accounting fees), in any way arising from, related to or in connection with: (i) your use of the Service; (ii) your breach of this Agreement; (iii) any breach of your representations and warranties set forth herein, (iv) any violation of applicable data protection laws by you or (v) your posting or transmission of any materials on or through the Service by you, including, but not limited to, any third party claim that any information or materials you provide infringes any third party proprietary right.

Yamaha, at your expense and Yamaha's discretion, may provide notice to you of Yamaha's election to assist you in defending any such claim, suit or proceeding, but doing so will not excuse you from your indemnity obligations.

You agree to pay reasonable attorney and expert witness fees and costs incurred by Indemnified Parties in enforcing this provision.

10.4 Release and Waiver of Claims

You remise, release, acquit, satisfy, and forever discharge Yamaha, its officers, directors, employees, affiliates, licensees, partners, subsidiaries and agents, third parties and service providers acting on Yamaha's behalf and each of them from any and all causes of action, claims for relief, lawsuits, charges, complaints, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, rights, benefits, obligations, attorneys' fees, costs or expenses of any kind or nature whatsoever (“Claims”), in law, equity or otherwise which you ever had, and waive any and all Claims you have or may have related in any way to your use of the Service and from all manner of actions, causes of action, claims, suits, debts, covenants, contracts, controversies, agreements, promises, claims, and demands you may or may not have or ever had, from the beginning of time.

You shall maintain in confidence, shall not disclose or divulge to any third party and shall not use for any purpose other than the performance of this Agreement, any and all of Yamaha’s information disclosed to or acquired by you in connection with this Agreement as confidential information.

However, the confidential information shall not include:

(i) information in the public domain at the time of disclosure thereto;

(ii) information which was already known by you without any obligation of confidentiality at the time of disclosure thereof;

(iii) information which entered the public domain through no fault of you;

(iv) information disclosed to you by a third party entitled to make such disclosure; or

(v) information independently developed by you.

Your confidentiality obligations under this Agreement shall continue for a period of three (3) years after the termination or expiration of this Agreement.

Yamaha respects the intellectual property of others, and, particularly as to Submissions in comments, discussion boards or in other user contributed content, as applicable, we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the following information to Yamaha’s Copyright Agent at Yamaha Corporation of America, Attn: Legal Services, 6600 Orangethorpe Avenue, Buena Park, California 90620: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; a description of the copyrighted work or other intellectual property that you claim has been infringed; a description of where the material that you claim is infringing is located on Yamaha Websites; your address, telephone number, and email address; a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OF USE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Any disputes arising from the use of the Service shall be governed by the laws listed below. The exclusive jurisdiction for any disputes arising from this Agreement shall be the court in the county listed below.

Your country/Region	Law	Forum
United States	The Substantive Law of the State of California	The State or Federal Courts located in Orange County, California

This Agreement shall remain in full force until terminated by either party with two weeks prior written notice (email is sufficient). The Service requires mandatory a valid Yamaha Music ID for Business account. This Agreement will terminate automatically with immediate effect if your Yamaha Music ID for Business account is terminated for any reason.

The parties’ right to terminate the Agreement for cause without notice remains unaffected. Such cause exists if the terminating party, taking into account all circumstances of the individual case and weighing the interests of both parties, cannot reasonably be expected to continue the contractual relationship until the agreed termination or until the expiry of the regular notice period of two weeks. Once the Agreement has been terminated, Yamaha will delete your user account and any data provided by you. Additionally, data subject to retention requirements may be retained.

In no event shall Yamaha be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, act of God, acts or orders of governmental authorities, fire, flood, typhoon, tidal wave, or earthquake, war (declared or not), rebellion, riots, strikes, work stoppages, accidents, terrorism, civil or military disturbances, pandemic, nuclear or natural catastrophes, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services.

Yamaha will alert all users with whom it maintains account information of such modifications.

Any and all changes to this Agreement will also be reflected on this Website and will be applied with your prior acceptance. In case of factual or legal developments that (i) were unpredictable for Yamaha at the time of entering into the contract, (ii) Yamaha did not cause and cannot influence and (iii) require adaptation of this Agreement, Yamaha may, with due consideration to your reasonable interests, amend, supplement or replace this Agreement. The same applies in case Yamaha introduces new products or features that require a contractual arrangement.

When you use the Service or send e-mails to us, you are communicating with us electronically.

You consent to receive communications from us electronically, whether by e-mail or by posting notices on the Service.

All agreements, notices, disclosures and other communications that Yamaha provides to you electronically will satisfy any legal requirement that such communications be in writing.

This Agreement constitutes the entire agreement between you and Yamaha regarding the use of the Service.

Additional agreements may govern use of other products or services provided by Yamaha. This Agreement supersedes any and all previous proposals, negotiations, writings and other communication between you and Yamaha with respect to the Service.

The failure of Yamaha to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.

This Agreement will be binding upon and inure to the benefit of each party and their respective successors and permitted assigns.

You may not assign your rights and obligations under this Agreement to any third party; Yamaha may assign its rights and obligations under this Agreement. In this respect, you agree that such assignment will release Yamaha from its rights and obligations under the Agreement for the future.

This Agreement shall operate to the fullest extent permissible by law.

If any provision or part of a provision of this Agreement is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

The provisions herein dealing directly or indirectly with intellectual property, disclaimers of warranties, limitation of liability, compliance with laws and regulations, security, dispute resolution and use restrictions and prohibitions continue to apply and shall survive the termination or expiration of this Agreement.

If you have questions or comments, Yamaha Customer Support is available by telephone Monday through Friday, Pacific Time, during normal business hours, except for major holidays and other days specified each year or by mail at Yamaha Corporation of America, 6600 Orangethorpe Avenue, Buena Park, CA 90620.