1. Introduction
These Terms of Service govern your access to and use of the website at https://www.audiotrocities.lol and the computer systems design, computer integrated systems design, recording studio integration, and related services provided by Audiotrocities LLC, a company organized in the United States with its registered office at 3585 N University Ave Ste 350, Provo - 84604-6608, United States (US). Please read these terms carefully before you use the website or engage our services. By accessing the website or using the services, you agree to be bound by these terms and by all applicable laws and regulations. If you do not agree to these terms, you may not use the website or the services.
2. Agreement to These Terms
By using the website or the services, you confirm that you have read, understood, and agreed to these Terms of Service and to our Privacy Policy, which is incorporated into these terms by reference. Your agreement takes effect when you first use the website or when you sign a service agreement with us, whichever occurs earlier. If you are using the services on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these terms. If you do not have that authority, you must not use the services on behalf of that entity.
3. About the Services
Audiotrocities LLC provides professional computer systems design and computer integrated systems design services for the audio recording industry. Our services include the design, specification, installation, configuration, integration, calibration, and maintenance of computer systems, studio networks, digital audio workstations, and audio signal paths. We may also provide consulting, training, and ongoing technical support. The specific scope of any engagement is described in a proposal, estimate, or service agreement that we provide to you. The services are provided only within the scope agreed with you in writing, and no service is included beyond that scope unless separately agreed.
4. Eligibility
You must be at least eighteen years of age to use the website and to enter into an agreement for our services. By using the website or the services, you represent and warrant that you meet this age requirement and that you have the legal capacity to enter into a binding agreement. If you use the services on behalf of an organization, you further represent that you are authorized to act on behalf of that organization. We may refuse to provide services to any person or entity at our discretion, consistent with applicable law, and we may require proof of identity or authorization before we begin work.
5. Accounts and Registration
Some of our services may require you to create an account or to register project details with us. You agree to provide accurate, current, and complete information when you register, and to keep that information up to date. You are responsible for safeguarding any credentials or access information associated with your account, and you accept responsibility for all activity that occurs under your account. You must notify us immediately of any unauthorized use of your account or any other breach of security. We are not liable for any loss or damage arising from your failure to protect your account information.
6. Client Responsibilities
You agree to provide us with accurate and complete information about your studio, your equipment, and your project needs, and to cooperate with us as we perform the services. You agree to provide safe access to your premises, to your equipment, and to your network where required for the performance of the work. You agree to obtain any permissions, licenses, or consents that are needed for the work we perform on your behalf. You agree to review and approve designs, estimates, and deliverables in a timely manner. Delays in providing information or approvals may affect project timelines, and we will not be responsible for delays caused by you.
7. Project Scope and Estimates
Before we begin a project, we will provide you with a proposal or estimate that describes the scope of work, the deliverables, and the associated fees. The estimate is based on the information you provide and on our professional judgment at the time of preparation. Any change to the scope of work after the estimate is provided may result in additional fees, which we will confirm with you before proceeding. Work that is not described in the estimate is not included, and we will not perform such work without your prior approval. An estimate that is provided free of charge does not obligate you to engage our services.
8. Fees and Payment Terms
Our fees for services are set out in the applicable proposal, estimate, or service agreement. Unless otherwise agreed in writing, all fees are payable in United States dollars and are due upon the terms stated in the applicable document. Some projects require an initial deposit before work begins, which we will confirm with you before we start. You agree to pay all fees and charges in accordance with the terms of the applicable agreement, including any taxes that are properly imposed on the services. We reserve the right to adjust our standard rates from time to time, but any such adjustment will not affect work already agreed and priced.
9. Invoices and Late Payment
We will invoice you for services in accordance with the applicable agreement. Unless otherwise agreed, invoices are payable within thirty days of the invoice date. If a payment is not received by the due date, we may suspend or discontinue work until the account is settled, and we may charge interest on overdue amounts at the highest rate permitted by law. You will be responsible for all reasonable costs we incur in collecting overdue amounts, including attorney fees where permitted. If an account remains overdue for more than sixty days, we may cancel the project and retain any deposit in accordance with the cancellation terms in the applicable agreement.
10. Intellectual Property Rights
As between you and Audiotrocities LLC, you retain ownership of all rights in and to the recordings, audio content, and other materials that you provide to us for use in connection with the services. We retain ownership of all rights in and to the designs, specifications, drawings, documentation, software configurations, methods, processes, and other materials that we create in the course of providing the services, except to the extent that specific deliverables are assigned to you in a written agreement. Nothing in these terms transfers ownership of any intellectual property, and you obtain only the rights explicitly granted in these terms or in a written agreement.
11. License to Use the Services
Subject to your compliance with these terms, we grant you a limited, non exclusive, non transferable, revocable license to use the website and the deliverables we provide to you for your internal business purposes. This license is granted solely to enable you to use the services and the deliverables as intended. You may not copy, modify, distribute, sell, sublicense, or reverse engineer the website, the services, or any of our materials except as expressly permitted in writing. You may not use the website or services for any unlawful purpose. Any unauthorized use terminates the license automatically, and we may pursue all remedies available to us.
12. Client Content and Ownership
All audio content, recordings, projects, and other files that you provide to us remain your property. You grant us a limited license to use that content for the purpose of performing the services, including reproducing, storing, and processing the content as necessary to complete the work. This license ends when the work is complete or when the agreement terminates, except to the extent we are required by law to retain copies. We will not use your content for any purpose other than providing the services and complying with our legal obligations. You represent that you own or control all rights in the content you provide and that our use of it will not infringe the rights of any third party.
13. Third Party Materials
The services may involve the use of hardware, software, and other materials provided by third parties. These materials are subject to their own licenses and terms, which may apply to your use of those materials. We will use reasonable efforts to bring relevant third party terms to your attention, but you are responsible for reviewing and complying with the applicable third party terms. We do not warrant the performance or availability of third party materials and are not responsible for them. If a third party product fails or is discontinued, we will work with you to identify an alternative, and additional fees may apply for such changes.
14. Confidentiality
Each party agrees to keep confidential any non public information disclosed by the other party in connection with the services, including business plans, project details, technical designs, financial information, and recordings. Confidential information may be disclosed only to those individuals who need to know it to perform the services and who are bound by obligations of confidentiality. This obligation does not apply to information that is publicly available, already known to the receiving party without restriction, lawfully received from a third party, or required to be disclosed by law. The confidentiality obligation survives the termination of the agreement for a period of five years.
15. No Warranty and Disclaimers
Except as expressly stated in a written agreement, the website and the services are provided on an as is and as available basis, without warranties of any kind, whether express or implied. We disclaim all implied warranties, including warranties of merchantability, fitness for a particular purpose, title, and non infringement. We do not warrant that the services will be uninterrupted, error free, or completely secure, or that the results obtained from the services will meet your expectations. Any samples, references, or testimonials we share are provided for informational purposes only and do not constitute a guarantee of results. Some jurisdictions do not allow the exclusion of certain warranties, so some of these exclusions may not apply to you.
16. Limitation of Liability
To the maximum extent permitted by law, Audiotrocities LLC shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, loss of revenue, loss of data, loss of recordings, or interruption of business, arising out of or in connection with the services, whether based on contract, tort, or any other theory. Our total aggregate liability for all claims arising out of or relating to the services shall not exceed the total fees paid by you to us for the specific project giving rise to the claim. Some jurisdictions do not allow the limitation or exclusion of certain damages, so some of these limitations may not apply to you.
17. Indemnification
You agree to indemnify, defend, and hold harmless Audiotrocities LLC, its officers, employees, and agents from and against any claims, damages, liabilities, costs, and expenses, including reasonable attorney fees, arising out of or relating to your use of the website or services, your content, your violation of these terms, or your violation of any rights of a third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with us in defending any such claim. This indemnification obligation survives the termination of these terms.
18. Term and Termination
These terms remain in effect for as long as you use the website or the services. Either party may terminate a service agreement for any reason upon written notice, subject to the payment terms and cancellation provisions in the applicable agreement. You may stop using the website at any time without notice. We may terminate or suspend your access to the website or the services, in whole or in part, at any time if you breach these terms, if we are required to do so by law, or if we discontinue the services. Upon termination, any accrued payment obligations remain due, and the provisions of these terms that by their nature should survive will survive termination.
19. Suspension of Services
We may suspend or limit the provision of the services, in whole or in part, without liability, if payment is not made when due, if you breach these terms or the applicable agreement, if we are required to do so by law or by a regulatory authority, or if we determine in good faith that continued service poses a security or safety risk. We will use reasonable efforts to notify you before or promptly after any suspension, unless we are prohibited from doing so. During a suspension, you remain responsible for all fees that are otherwise due. We will restore service promptly after the cause of the suspension is resolved.
20. Data and File Retention
We take care to protect the files and recordings you provide to us during a project. Unless otherwise agreed, we retain project files for a period of ninety days after the project is complete, after which time we may delete them. We are not responsible for the loss or deletion of any files, and we recommend that you always maintain your own complete backups of all content and recordings. Prior to any scheduled deletion, we will use reasonable efforts to remind you that project files will be removed. You are responsible for verifying that you have received and archived all deliverables and project files from us.
21. Security of Client Data
We apply reasonable technical and organizational measures to protect the information and files you entrust to us. These measures include access controls, encryption in transit, secure storage, and monitoring of our systems. Because no security system is perfect, we cannot guarantee that unauthorized parties will never be able to defeat our measures. You agree to use the services in a manner that protects your own data, including maintaining strong access controls for your studio systems. We will promptly notify you of any breach of security that affects your data, as required by law and as described in our Privacy Policy.
22. Availability and Downtime
We will use reasonable efforts to keep the website and services available, but we do not guarantee uninterrupted availability. The website and services may be unavailable from time to time for maintenance, upgrades, repairs, or reasons beyond our control, including internet outages, power failures, and acts of nature. We will use reasonable efforts to schedule maintenance during periods that minimize disruption to your work. We are not liable for any losses caused by downtime or unavailability of the website or services. If you rely on remote access to systems we support, we recommend that you maintain alternative arrangements for critical operations.
23. Changes to These Terms
We may revise these Terms of Service from time to time to reflect changes in our services, our business, or applicable law. When we make material changes, we will update the effective date at the top of these terms and, where appropriate, we will notify you by email or through a notice on the website. The revised terms take effect on the date they are posted, unless we state otherwise. Your continued use of the website or services after the revised terms take effect constitutes acceptance of the revised terms. If you do not agree to the revised terms, you should stop using the website and services and contact us to discuss any active project.
24. Governing Law
These Terms of Service and any agreements formed under them are governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of law provisions. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these terms. You agree that any legal action relating to these terms or the services shall be brought exclusively in the state or federal courts located in Provo, Utah, and you consent to the exclusive jurisdiction and venue of those courts. Nothing in this section limits our right to seek injunctive or other equitable relief in any court of competent jurisdiction.
25. Dispute Resolution
The parties will use good faith efforts to resolve any dispute arising out of or relating to these terms or the services through direct discussion before pursuing formal remedies. If the dispute is not resolved within thirty days of the first written notice, either party may pursue the remedies available to it under applicable law. The parties agree that any claims will be brought individually and not as part of a class action or other collective proceeding. To the extent permitted by law, each party waives the right to a jury trial. This dispute resolution process does not apply to claims for injunctive relief to protect intellectual property or confidential information.
26. Entire Agreement
These Terms of Service, together with our Privacy Policy and any proposal, estimate, or service agreement you sign with us, constitute the entire agreement between you and Audiotrocities LLC regarding the website and the services. These documents supersede all prior and contemporaneous agreements, understandings, representations, and communications, whether oral or written, regarding the subject matter. Any additional or conflicting terms proposed by you are expressly rejected unless they are set out in a written agreement signed by an authorized representative of Audiotrocities LLC. No course of dealing or custom may modify or supplement these terms.
27. Severability
If any provision of these Terms of Service is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. Any invalid, illegal, or unenforceable provision will be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable, consistent with the intent of the parties as reflected in the original provision. If a provision cannot be modified to be valid, legal, and enforceable, it will be severed from these terms, and the remaining terms will remain binding. The validity of the remaining provisions will not be affected by the invalidity of any single provision.
28. No Waiver
The failure of either party to exercise or enforce any right or provision of these Terms of Service does not constitute a waiver of that right or provision. A waiver of any right or provision is effective only if it is made in writing and signed by the party granting the waiver. No single or partial exercise of any right or remedy prevents the further exercise of that right or remedy or the exercise of any other right or remedy. The rights and remedies provided in these terms are cumulative and are in addition to, and not in limitation of, any other rights or remedies available at law or in equity.
29. Assignment
You may not assign, transfer, or delegate these Terms of Service or any of your rights or obligations under them, in whole or in part, without our prior written consent. Any attempted assignment in violation of this section is void. We may assign, transfer, or delegate our rights and obligations under these terms to a successor in interest, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets, without your consent. These terms are binding upon and inure to the benefit of the parties and their permitted successors and assigns.
30. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under these terms if that failure or delay results from a force majeure event, including natural disasters, severe weather, fires, floods, pandemics, war, terrorism, civil unrest, government action, power failures, telecommunications failures, or any other event that is beyond the reasonable control of the affected party. The affected party will use reasonable efforts to resume performance as soon as practicable after the force majeure event ends. If a force majeure event continues for more than sixty days, either party may terminate the affected agreement upon written notice, and fees for work already performed will be settled.
31. Electronic Signatures
Where these terms or a service agreement require a signature, an electronic signature will have the same effect as a handwritten signature, to the fullest extent permitted by applicable law. You agree that your electronic consent to these terms, your submission of a proposal acceptance, or your electronic signature on an agreement is legally binding. You agree to notify us promptly if you believe that any electronic signature attributed to you was not provided by you. We may rely on electronic records and signatures as evidence of agreement. Each party may keep electronic copies of signed documents as its official records.
32. Feedback and Suggestions
We welcome your feedback about the website and the services. If you provide us with suggestions, ideas, or other feedback, we may use that feedback to improve our products and services without any obligation to you and without compensation to you. You agree that we may incorporate feedback into our services and that any such use is unrestricted. To the extent that feedback is protected by intellectual property rights, you grant us a perpetual, irrevocable, worldwide, royalty free, non exclusive license to use that feedback. Nothing in this section obligates us to use or act upon any feedback you provide.
33. Contact Information
If you have questions about these Terms of Service or about the services, you may contact Audiotrocities LLC at our registered office at 3585 N University Ave Ste 350, Provo - 84604-6608, United States (US), by email at memo@audiotrocities.lol, or by phone at +12693093465. We will respond to your inquiry as promptly as we can. These Terms of Service are effective as of the effective date shown at the top of this page. Thank you for choosing Audiotrocities LLC for your studio systems design and integration work.