Terms of Service

Please read these Terms of Service carefully before using or accessing the Interface, as they constitute a written agreement between you and us and they affect your legal rights and obligations.

These Terms of Service require that you arbitrate any disputes you may have with us and you waive the ability to bring claims against us in a class action format.

Welcome to Noise. These Terms of Service, together with any documents these Terms of Service incorporate by reference (collectively, the “Terms”), govern your access to and use ofhttps://www.noise.xyz/, a website-hosted user interface (the “Interface”), which is made available by Noise Labs, Inc., a Delaware corporation (“Noise,” “we,” or “us”). By accessing, browsing or otherwise using the Interface, you agree that you have read, understood, and accepted all of these Terms and our Privacy Policy, which is incorporated by reference into these Terms. If you do not understand or agree to these Terms, please do not use the Interface.

By electing to use any applications, content, downloads, mobile device applications, or other products and services made available through the Interface (collectively with the Interface, the “Service”) that we own and control and that present you with the option to “agree” or “disagree” to these Terms and you click “agree,” you will continue to be bound by these Terms.

For purposes of these Terms, “you” and “your” means you as the user of the Service. If you use the Service on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (i) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (ii) you agree to these Terms on the entity’s behalf.

In some instances, both these Terms and separate guidelines, rules, or terms of service or sale setting forth additional or different terms and/or conditions will apply to your use of the Service or to a service or product offered via the Service (in each such instance, and collectively “Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.

1. Eligibility.

The Service is offered and available to users who are at least eighteen (18) years old. By using the Service, you represent and warrant that (i) you are eighteen (18) years of age or older, (ii) all registration information you submit to Noise is truthful and accurate (and you will maintain the accuracy of such information), (iii) your use of the Service does not violate any law, regulation, ordinance, statute, or treaty that is applicable to individuals located in the jurisdiction in which you live, and (iv) you are not a Prohibited Person. A “Prohibited Person” is any person or entity that is (a) the subject of any economic or trade sanctions administered or enforced by any governmental authority, including any person designated on any list of prohibited or restricted parties by any governmental authority, such as the European Union Consolidated List of persons and the United Kingdom Consolidated List of Financial Sanctions Targets, U.S. Treasury Department’s list of Specially Designated Nationals, and the U.S. Department of Commerce Denied Persons List Entity List, (b) located, a resident of or organized in any jurisdiction or territory that is the subject of comprehensive country-wide or regional economic sanctions or has been designated as “terrorist supporting” by the United Nations or the governmental authority of the European Union, United Kingdom, or the United States, or (c) owned or controlled by such persons or entities listed in (a)–(b). If you do not meet all of these requirements, you must not access or use the Service.

2. Reliance on Information Posted.

The information and content presented on or through the Service is provided solely for general informational purposes. Noise does not make any representations that any data, information, or content on the Service is accurate or complete. You alone will bear the sole responsibility of evaluating the merits and risks associated with using any such data, information, and content. We disclaim all liability and responsibility that may arise from any decision that you make based upon the use of such data, information, and content appearing on the Service.

3. The Protocol.

The Service provides a means of access to a decentralized protocol on public blockchains that allows you to trade certain compatible digital assets in connection with using the Service (the “Protocol”). The Protocol is not part of the Service and Noise does not control or operate any version of the Protocol on any blockchain network. Certain elements of the Protocol may be made publicly available under an open-source or source-available license and these Terms do not override or supersede the terms of those licenses. By using the Service, you understand that you are not buying or selling digital assets from Noise and that we do not control trade execution on the Protocol. To access certain portions of the Service, you must use a non-custodial wallet software, which allows you to interact with a blockchain network or other blockchain-based application. Your relationship with the non-custodial wallet provider is governed by the applicable terms of service with such provider.

4. Content, Ownership, Limited License, and Rights of Others.

A. Content.

The Service contains a variety of: (i) materials and other items relating to Noise and its products and services, and similar items from our licensors and other third parties, including all layout, information, articles, posts, text, data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, sounds, pictures, videos, technology, software, interactive features, the “look and feel” of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyrightable material (including source and object code), (ii) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of Noise (collectively, “Trademarks”), and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”).

B. Ownership.

The Service (including past, present, and future versions) and the Content are owned or controlled by Noise and our licensors and certain other third parties. All right, title, and interest in and to the Content available via the Service is the property of Noise or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. Noise owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Service.

C. Limited License.

Subject to your strict compliance with these Terms and any Additional Terms, Noise grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to download (temporary storage only), display, view, use, or play such Content and the Protocol for your personal, non-commercial use only. The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in Noise’s sole discretion, and without advance notice or liability.

D. Rights of Others.

In using the Service, you must respect the intellectual property and other rights of Noise and others. Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. Noise respects the intellectual property rights of others.

5. User Content.

A. General.

Noise may now or in the future offer users of the Service the opportunity to submit messages, text, illustrations, files, images, graphics, photos, comments, responses, videos, information, content, ratings, reviews, data, questions, and suggestions (collectively, “User Content”). Noise may allow you to do this through forums, message boards, content creation tools, social communities, contact us tools, e-mail, and other communications functionality. Subject to the license you grant in these Terms below, you retain ownership in your User Content and so you remain ultimately responsible for it (legally or otherwise).

B. Non-Confidentiality of Your User Content.

Except as otherwise described in the Privacy Policy or any Additional Terms, you agree that (i) your User Content will be treated as non-confidential – regardless of whether you mark them “confidential,” “proprietary,” or the like – and will not be returned, and (ii) Noise does not assume any obligation of any kind to you or any third party with respect to your User Content. Upon Noise’s request, you will furnish us with any documentation necessary to substantiate the rights to such content and to verify your compliance with these Terms or any Additional Terms. You acknowledge that the Internet and mobile communications may be subject to breaches of security and that you are aware that submissions of User Content may not be secure, and you will consider this before submitting any User Content and do so at your own risk. In your communications with Noise, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services (collectively, “Unsolicited Ideas and Materials”). Any Unsolicited Ideas and Materials you post on or send to us via the Service are deemed User Content and licensed to us as set forth below. In addition, Noise retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials. Noise’s receipt of your Unsolicited Ideas and Materials is not an admission by Noise of their novelty, priority, or originality, and it does not impair Noise’s right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.

C. License to Noise of Your User Content.

Except as otherwise described in any applicable Additional Terms, which specifically govern the submission of your User Content, you grant to Noise the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense, display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your User Content (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. In order to further effect the rights and license that you grant to Noise to your User Content, you also hereby grant to Noise, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any User Content, without any obligation or remuneration to you. Except as prohibited by law, you hereby waive any moral rights (including attribution and integrity) that you may have in any User Content, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 5.C.

D. Exclusive Right to Manage Our Service.

Noise may, but will not have any obligation to, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any of your User Content, and Noise may, in its sole discretion, reject, delete, move, re-format, remove or refuse to post or otherwise make use of User Content without notice or any liability to you or any third party in connection with our operation of User Content venues in an appropriate manner. Without limitation, we may do so to address content that comes to our attention that we believe is offensive, obscene, violent, harassing, threatening, abusive, illegal or otherwise objectionable or inappropriate, or to enforce the rights of third parties or these Terms or any applicable Additional Terms. Such User Content submitted by you or others need not be maintained on the Service by us for any period of time and you will not have the right, once submitted, to access, archive, maintain, or otherwise use such User Content on the Service or elsewhere.

E. Representations and Warranties Related to Your User Content.

Each time you submit any User Content, you represent and warrant that (i) you are the sole author and owner of the intellectual property and other rights to the User Content, or you have a lawful right to submit the User Content and grant Noise the rights to it that you are granting by these Terms and any Additional Terms, all without any Noise obligation to obtain consent of any third party and without creating any obligation or liability of Noise, (ii) the User Content is accurate, (iii) the User Content does not and, as to Noise’s permitted uses and exploitation set forth in these Terms, will not infringe any intellectual property or other right of any third party, and (iv) the User Content will not violate these Terms or any Additional Terms, or cause injury or harm to any person.

F. Enforcement.

Noise has no obligation to monitor or enforce your intellectual property rights to your User Content, but you grant us the right to protect and enforce our rights to your User Content, including by bringing and controlling actions in your name and on your behalf (at Noise’s cost and expense, to which you hereby consent and irrevocably appoint Noise as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).

6. Service and Content Use Restrictions.

A. Service Use Restrictions.

You agree that you will not: (i) use the Service for any political or commercial purpose (including, without limitation, for purposes of advertising, soliciting funds, collecting product prices, and selling products), (ii) use any meta tags or any other “hidden text” utilizing any Trademarks, (iii) engage in any activities through or in connection with the Service that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, violent, threatening, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to Noise, (iv) reverse engineer, decompile, disassemble, reverse assemble, or modify any Service source or object code or any software or other products, services, or processes accessible through any portion of the Service, (v) engage in any activity that interferes with a user’s access to the Service or the proper operation of the Service, or otherwise causes harm to the Service, Noise, or other users of the Service, (vi) interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service, the Content, or the User Content, (vii) harvest or otherwise collect or store any information (including personally identifiable information about other users of the Service, including e-mail addresses, without the express consent of such users), (viii) attempt to gain unauthorized access to the Service, other computer systems or networks connected to the Service, through password mining or any other means, or (ix) otherwise violate these Terms or any Additional Terms.

B. Content Use Restrictions.

You also agree that, in using the Service: (i) you will not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Service by using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind, (ii) you will not frame or utilize framing techniques to enclose any such Content (including any images, text, or page layout), (iii) you will keep intact all Trademark, copyright, and other intellectual property notices contained in such Content, (iv) you will not use such Content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands, (v) you will not make any modifications to such Content, (vi) you will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third party or on any third-party application or website, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by these Terms or any Additional Terms or with the prior written consent of an officer of Noise or, in the case of Content from a licensor, the owner of the Content, and (vii) you will not insert any code or product to manipulate such Content in any way that adversely affects any user experience.

C. Availability of Service and Content.

Noise may immediately suspend or terminate the availability of the Service and Content (and any elements and features of them), in whole or in part, for any reason, in Noise’s sole discretion, and without advance notice or liability.

D. Reservation of All Rights Not Granted as to Content and Service.

These Terms and any Additional Terms include only narrow, limited grants of rights to Content and to use and access the Service. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by Noise and its licensors and other third parties. Any unauthorized use of any Content or the Service for any purpose is prohibited.

7. Accounts.

In order to access or use some (or potentially all) of the features on the Service, you must first register through our registration process that we make available through the Service. The Service’s practices governing any resulting collection and use of your personal information are disclosed in the Privacy Policy. If you register for any feature that requires a password and/or username, then you will select your own password at the time of registration and you agree that: (i) you will not use a username (or e-mail address) that is already being used by someone else, may impersonate another person, belongs to another person, violates the intellectual property or other right of any person or entity, or is offensive. We may reject the use of any password, username, or e-mail address for any other reason in our sole discretion, (ii) you will provide true, accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update continuously and promptly to keep it accurate, current, and complete, (iii) you are solely responsible for all activities that occur under your account, password, and username – whether or not you authorized the activity, (iv) you are solely responsible for maintaining the confidentiality of your password and for restricting access to your devices so that others may not access any password protected portion of the Service using your name, username, or password, (v) you will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security, and (vi) you will not sell, transfer, or assign your account or any account rights.

We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations.

If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms, any Additional Terms, or any applicable law, then we may suspend or terminate your account. We also reserve the more general and broad right to terminate your account or suspend or otherwise deny you access to it or its benefits – all in our sole discretion, for any reason, and without advance notice or liability.

8. Procedure For Alleging Copyright Infringement.

A. DMCA Notice.

Noise will respond appropriately to notices of alleged copyright infringement that comply with the U.S. Digital Millennium Copyright Act (“DMCA”), as set forth below. If you own a copyright in a work (or represent such a copyright owner) and believe that your (or such owner’s) copyright in that work has been infringed by an improper posting or distribution of it via the Service, then you may send us a written notice that includes all of the following:

1. a subject line that says: “DMCA Copyright Infringement Notice”;
2. a description of the copyrighted work that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
3. a description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the URL of the Service on which the material appears);
4. your full name, address, telephone number, and e-mail address;
5. a statement by you 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;
6. a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the copyright owner (or, if you are not the copyright owner, then your statement must indicate that you are authorized to act on the behalf of the owner of an exclusive right that is allegedly infringed); and
7. your electronic or physical signature.

Noise will only respond to DMCA Notices that it receives by e-mail at the addresses below:

By E-Mail: dmca@noise.xyz

It is often difficult to determine if your copyright has been infringed. Noise may elect to not respond to DMCA Notices that do not substantially comply with all of the foregoing requirements, and Noise may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA.

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

We may send the information that you provide in your notice to the person who provided the allegedly infringing work. That person may elect to send us a DMCA Counter-Notification.

Without limiting Noise’s other rights, Noise may, in appropriate circumstances, terminate a repeat infringer’s access to the Service and any other website owned or operated by Noise.

B. Counter-Notification.

If access on the Service to a work that you submitted to Noise is disabled or the work is removed as a result of a DMCA Notice, and if you believe that the disabled access or removal is the result of mistake or misidentification, then you may send us a DMCA Counter-Notification to the addresses above. Your DMCA Counter-Notification should contain the following information:

1. a legend or subject line that says: “DMCA Counter-Notification”;
2. a description of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled (please include the URL of the Service from which the material was removed or access to it disabled);
3. a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
4. your full name, address, telephone number, e-mail address, and the username of your account;
5. a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if the address is located outside the United States, to the jurisdiction of the United States District Court for the Southern District of New York), and that you will accept service of process from the person who provided DMCA notification to us or an agent of such person; and
6. your electronic or physical signature.

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.

If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it) in not less than ten (10) and not more than fourteen (14) business days following receipt of the DMCA Counter-Notification. However, we will not do this if we first receive notice at the addresses above that the party who sent us the DMCA Copyright Infringement Notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material on the Service. You should also be aware that we may forward the Counter-Notification to the party who sent us the DMCA Copyright Infringement Notice.

9. Notices, Questions and Customer Service.

You agree that: (i) we may give you notices of new, revised or changed terms and other important matters by prominently posting notice on the home page of the Service, or in another reasonable manner, and (ii) we may contact you by mail or e-mail sent to the address provided by you. You agree to promptly notify us if you change your e-mail or mailing address by updating your account settings. All legal notices to us must be sent to g@noise.xyz.

If you have a question regarding using the Service, you may contact Noise Customer Support by sending an e-mail to support@noise.xyz. You acknowledge that the provision of customer support is at Noise’s sole discretion and that we have no obligation to provide you with customer support of any kind. We may provide you with customer support from time to time, at our sole discretion, provided that you have created an account and that you submit your customer support inquiries using such account.

10. Links By You to the Service.

We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to create hyperlinks to the Service, so long as: (i) the links only incorporate text, and do not use any Trademarks, (ii) the links and the content on your website do not suggest any affiliation with Noise or cause any other confusion, and (iii) the links and the content on your website do not portray Noise or its products or services in a false, misleading, derogatory, or otherwise offensive matter, and do not contain content that is unlawful, offensive, obscene, violent, threatening, harassing, or abusive, or that violate any right of any third party or are otherwise objectionable to Noise. Noise reserves the right to suspend or prohibit linking to the Service for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party.

11. Third-Party Sites; Advertisements; Dealings with Third Parties.

A. Third-Party Content and Sites; Advertisements.

The Service may contain third party integrations, links, or other access to third-party websites that are not owned, controlled or operated by Noise, and the Service may also include links to third-party ads on the Service or otherwise, to or from third-party websites (collectively, “Third-Party Sites”), including websites operated by advertisers, licensors, licensees, and certain other third parties who may have business relationships with Noise. Noise may have no control over the content, operations, policies, terms, or other elements of Third-Party Sites, and Noise does not assume any obligation to review any Third-Party Sites. Noise does not necessarily endorse, approve, or sponsor any Third-Party Sites, or any third-party content, advertising, information, materials, products, services, or other items. Furthermore, Noise is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such Third-Party Sites. Finally, Noise will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these Third-Party Sites. Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use and/or sale, and rules issued by the operator of the Third-Party Sites. Noise disclaims all liability in connection therewith.

B. Dealings with Third Parties.

Any interactions, correspondence, transactions, and other dealings that you have with any third parties found on or through the Service (including on or via Third-Party Sites or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like). Noise disclaims all liability in connection therewith.

12. Wireless and Location-Based Features.

A. Wireless Features.

The Service may offer certain features and services that are available to you via your wireless device. These features and services may include the ability to access the Service’s features and upload content to the Service, receive messages from the Service, and download applications to your wireless device (collectively, “Wireless Features”). Standard messaging, data, and other fees may be charged by your carrier to participate in Wireless Features. Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless device. You should check with your carrier to find out what plans are available and how much they cost. Contact your carrier with questions regarding these issues.

B. Terms of Wireless Features.

You agree that as to the Wireless Features for which you are registered for, we may send communications to your wireless device regarding us or other parties. Further, we may collect information related to your use of the Wireless Features. If you have registered via the Service for Wireless Features, then you agree to notify Noise of any changes to your wireless contact information (including phone number) and update your accounts on the Service to reflect the changes.

C. Location-Based Features.

If you have enabled GPS, geo-location or other location-based features on any mobile app(s) or feature(s), you acknowledge that your device location will be tracked and may be shared with others consistent with the Privacy Policy. Some mobile app(s) or feature(s) allow for you to disable location-based features or manage preferences related to them. However, you can terminate device location tracking by us by uninstalling any mobile app(s) or feature(s). The location-based services offered in connection with our mobile app(s) or feature(s) are for individual use only and should not be used or relied on as an emergency locator system, used while driving or operating vehicles, or used in connection with any hazardous environments requiring fail-safe performance, or any other situation in which the failure or inaccuracy of use of the location-based services could lead directly to death, personal injury, or severe physical or property damage. The location-based services are not suited or intended for family finding purposes, fleet tracking, or any other type of business or enterprise use – other products exist today that may be used specifically for these purposes.

13. Dispute Resolution.

Certain portions of this Section 13 are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and Noise agree that we intend that this Section 13 satisfies the “writing” requirement of the Federal Arbitration Act.

A. First – Try To Resolve Disputes and Excluded Disputes.

If any controversy, allegation, or claim arises out of or relates to the Service, the Protocol, the Content, your User Content, these Terms, or any Additional Terms, whether heretofore or hereafter arising (collectively, “Dispute”), or to any of Noise’s actual or alleged intellectual property rights (an “Excluded Dispute”, which includes those actions set forth in Section 13.D), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation under this Section 13.A. Your notice to us must be sent to:g@noise.xyz. For a period of sixty (60) days from the date of receipt of notice from the other party, Noise and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or Noise to resolve the Dispute or Excluded Dispute on terms with respect to which you and Noise, in each of our sole discretion, are not comfortable.

B. Binding Arbitration.

If we cannot resolve a Dispute as set forth in Section 13.A (or agree to arbitration in writing with respect to an Excluded Dispute) within sixty (60) days of receipt of the notice, then ANY AND ALL DISPUTES ARISING BETWEEN YOU AND NOISE (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT— INCLUDING, BUT NOT LIMITED TO, FRAUD, ANY OTHER INTENTIONAL TORT OR NEGLIGENCE,—COMMON LAW, CONSTITUTIONAL PROVISION, RESPONDEAT SUPERIOR, AGENCY OR ANY OTHER LEGAL OR EQUITABLE THEORY), WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THESE TERMS, MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION. THIS INCLUDES ANY AND ALL DISPUTES BASED ON ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SERVICE OR ADVERTISING AVAILABLE ON OR THROUGH THE SERVICE. For U.S. residents, the Federal Arbitration Act (“FAA”), not state law, shall govern the arbitrability of all disputes between Noise and you regarding these Terms (and any Additional Terms) and the Service, including the “No Class Action Matters” Section below. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. Noise and you agree, however, that the applicable state, federal or provincial law, as contemplated in Section 13.H below, shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between you and Noise regarding these Terms and the Service and the Protocol, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to any jurisdiction’s choice of law principles.

Any Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules (“Rules”) of the American Arbitration Association (“AAA”), except as modified herein, and the arbitration will be administered by the AAA. If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling to set a hearing then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer or legal representative of Noise consent to in writing. If an in-person arbitration hearing is required and you are a U.S. resident, then it will be conducted in New York, New York. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Noise to pay a greater portion or all of such fees and costs in order for this Section 13 to be enforceable, then Noise will have the right to elect to pay the fees and costs and proceed to arbitration. The arbitration will be conducted by a single arbitrator who will apply and be bound by these Terms and any Additional Terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party’s individual claim. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration and class action waiver provisions are for the court to decide. This arbitration provision shall survive termination of these Terms or the Service. You can obtain AAA and JAMS procedures, rules, and fee information as follows: AAA: 800.778.7879 and http://www.adr.org and JAMS: 800.352.5267 and http://www.jamsadr.com.

C. Limited Time To File Claims.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT AN EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 13.A) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES – OR IT WILL BE FOREVER BARRED.

D. Injunctive Relief.

The foregoing provisions of this Section 13 will not apply to any legal action taken by Noise to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Service, the Protocol, any Content, your User Content and/or Noise’s intellectual property rights (including such Noise may claim that may be in dispute), Noise’s operations, and/or Noise’s products or services.

E. No Class Action Matters.

YOU AND NOISE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement in Section 13.B to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 13.F. Notwithstanding any other provision of this Section 13, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this “No Class Action Matters” section), are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions.

F. Jurisdictional Issues.

Except where arbitration is required above or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted in state or Federal court in New York, New York. Accordingly, you and Noise consent to the exclusive personal jurisdiction and venue of such courts for such matters.

G. Small Claims Matters Are Excluded from Arbitration Requirement.

Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court of competent jurisdiction.

H. Governing Law.

These Terms and any Additional Terms will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with the laws of the State of New York, without regard to its conflicts of law provisions.

12. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES.

Your access to and use of the Service and the Protocol is at your sole risk.

The Service is provided on an “AS IS”, “AS AVAILABLE”, and “WITH ALL FAULTS” basis.

Therefore, to the fullest extent permissible by law, Noise Labs, Inc. and its subsidiaries and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, “Noise Parties”) hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to:

1. the Service (including the Content and the User Content) and the Protocol;
2. the functions, features, or any other elements on, or made accessible through, the Service and the Protocol;
3. any products, services, or instructions offered or referenced at or linked through the Service;
4. security associated with the transmission of your User Content transmitted to Noise or via the Service;
5. whether the Service or Protocol or the servers that make the Service or Protocol available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your devices);
6. whether the information (including any instructions) on the Service is accurate, complete, correct, adequate, useful, timely, or reliable;
7. whether any defects to or errors on the Service will be repaired or corrected;
8. whether your access to the Service or the Protocol will be uninterrupted;
9. whether the Service or Protocol will be available at any particular time or location; and
10. whether your use of the Service or Protocol is lawful in any particular jurisdiction.

We do not control all activity and data on the Protocol itself, nor do we take possession, custody, or control over any digital assets on the Protocol. You acknowledge and agree that we make no representations and warranties with respect to the Protocol.

Except for any specific warranties provided herein or in Additional Terms provided by a Noise Party, Noise Parties hereby further disclaim all warranties, express or implied, including the warranties of merchantability, fitness for a particular purpose, non-infringement or misappropriation of intellectual property rights of third parties, title, custom, trade, quiet enjoyment, system integration, and freedom from computer virus.

Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable.

13. LIMITATIONS OF OUR LIABILITY.

UNDER NO CIRCUMSTANCES WILL ANY NOISE PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to:

1. the Service or the Protocol (including the Content and the User Content);
2. your use of or inability to use the Service or the Protocol, or the performance of the Service or the Protocol;
3. any action taken in connection with an investigation by Noise Parties or law enforcement authorities regarding your access to or use of the Service or the Protocol;
4. any action taken in connection with copyright or other intellectual property owners or other rights owners;
5. any errors or omissions in the Service’s or Protocol’s technical operation; or
6. any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.

The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if Noise Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Service).

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you.

EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NOISE PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICE OR THE PROTOCOL AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID NOISE IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE. FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY THAT IS PROVIDED BY NOISE OR A MANUFACTURER OF A PHYSICAL PRODUCT.

14. Waiver of Injunctive or Other Equitable Relief.

IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE SERVICE OR PROTOCOL, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, INTERFACE, APPLICATION, CONTENT, USER CONTENT, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY NOISE (INCLUDING YOUR LICENSED USER CONTENT) OR A LICENSOR OF NOISE.

15. Updates to Terms.

These Terms (or if applicable, any Additional Terms), in the form posted at the time of your use of the applicable services to which it applies, shall govern such use (including transactions entered during such use). AS OUR SERVICE EVOLVES, THE TERMS AND CONDITIONS UNDER WHICH WE OFFER THE SERVICE MAY PROSPECTIVELY BE MODIFIED AND WE MAY CEASE OFFERING THE SERVICE UNDER THE TERMS OR ADDITIONAL TERMS FOR WHICH THEY WERE PREVIOUSLY OFFERED. ACCORDINGLY, EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE SERVICE YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF OTHER TERMS BY POSTING THEM ON THE SERVICE (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE SERVICE AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE OTHER TERMS FOR YOUR NEW USE AND TRANSACTIONS. Therefore, you should review the posted terms of use and any applicable Additional Terms each time you use the Service. The Additional Terms will be effective as to new use and transactions as of the time that we post them, or such later date as may be specified in them or in other notice to you. However, the Terms (and any applicable Additional Terms) that applied when you previously used the Service will continue to apply to such prior use (i.e., changes and additions are prospective only) unless mutually agreed. In the event any notice to you of new, revised or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs. You should frequently check the Interface and the e-mail you associated with your account for notices, all of which you agree are reasonable manners of providing you notice. You can reject any new, revised Terms or any Additional Terms by discontinuing use of the Service and related services.

16. General Provisions.

A. Noise’s Consent or Approval.

As to any provision in these Terms or any Additional Terms that grants Noise a right of consent or approval, or permits Noise to exercise a right in its “sole discretion,” Noise may exercise that right in its sole and absolute discretion. No Noise consent or approval may be deemed to have been granted by Noise without being in writing and signed by an officer of Noise.

B. Applicable Law.

These Terms and any Additional Terms will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with, the laws of the State of New York, without regard to its conflicts of law provisions.

C. Indemnity.

You agree to, and you hereby, defend, indemnify, and hold Noise Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any Noise Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter: (i) your User Content, (ii) your use of the Service and your activities in connection with the Service, (iii) your breach or alleged breach of these Terms or any Additional Terms, (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Service or your activities in connection with the Service, (v) information or material transmitted through your device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity, (vi) any misrepresentation made by you, and (vii) Noise Parties’ use of the information that you submit to us (including, without limitation, your User Content and Unsolicited Ideas and Materials) (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by Noise Parties in the defense of any Claim and Losses. Notwithstanding the foregoing, Noise Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. Noise Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a Noise Party.

D. Operation of Service; Availability of Products and Services; International Issues.

The Service is operated in the United States, and is primarily intended for users located in the United States. Noise makes no representation that the Service is appropriate or available for use beyond the United States. All Content contained on the Service applies to the United States market only. If you use the Service from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. We reserve the right to limit the availability of the Service and/or the provision of any content, program, product, service, or other feature described or available on the Service to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide. You and we disclaim any application to these Terms of the Convention on Contracts for the International Sale of Goods.

E. Severability; Interpretation.

If any provision of these Terms, or any Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the Additional Terms (which will remain in full force and effect). To the extent permitted by applicable law, you hereby waive any applicable statutory and common law that may permit a contract to be construed against its drafter. Wherever the word “including” is used in these Terms or any Additional Terms, the word will be deemed to mean “including, without limitation.” The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms.

F. Communications.

When you communicate with us electronically, such as via e-mail, you consent to receive communications from us electronically. Please note that we are not obligated to respond to inquiries that we receive. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

G. Investigations; Cooperation with Law Enforcement; Termination; Survival.

Noise reserves the right, without any limitation, to: (i) investigate any suspected breaches of the Service security or its information technology or other systems or networks, (ii) investigate any suspected breaches of these Terms and any Additional Terms, (iii) investigate any information obtained by Noise in connection with reviewing law enforcement databases or complying with criminal laws, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of these Terms and any Additional Terms, and (vi) discontinue the Service, in whole or in part, or, except as may be expressly set forth in any Additional Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to Noise under these Terms or any Additional Terms. Upon suspension or termination of your access to the Service, or upon notice from Noise, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Service. The provisions of these Terms and any Additional Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to Noise in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.

H. Assignment.

Noise may assign its rights and obligations under these Terms and any Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Noise.

I. No Waiver.

Except as expressly set forth in these Terms or any Additional Terms, (i) no failure or delay by you or Noise in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms or any Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.

J. Connectivity.

You are responsible for obtaining and maintaining all devices and other equipment and software, and all internet service provider, mobile service, and other services needed for your access to and use of the Service and you will be responsible for all charges related to them.