SPACIAL AUDIO SOLUTIONS

AUDIOREALM TERMS OF USE

Last Updated: October 10th, 2013
Spacial Audio Solutions (“Spacial”) is providing you with access to the website located at www.audiorealm.com (the “Web Site”) and to the services provided on the Web Site (the “Services). By accessing and using the Web Site and Services, you signify that you have read, understand and agree to be bound by these Terms of Use (“Terms of Use” or “Agreement”) along with other Spacial policies that are, or may be, published on the Web Site including, but not limited to, the AudioRealm Privacy Policy.

1. General Terms of Use and Eligibility

You are only authorized to use the Web Site and Services providing that you abide by the Terms of Use and all applicable laws. Spacial reserves the right to modify this Agreement at any time by posting a revised version of the Agreement on the Web Site. By continuing to use the Web Site and/or Services after the effective date of any revisions to this Agreement, you shall be deemed to have accepted the revised Agreement and shall be
bound by its terms and conditions. This Agreement was last modified on the date set forth
at the top of this Agreement.

2. Grant of Right to Use Web Site Materials

Subject to these Terms of Use, Spacial grants you a limited, nonexclusive,
nontransferable license to access the materials on the Web Site and to download or print a copy of the materials solely for your own personal noncommercial use.

3. User Account to Access Services

In order to use the Services provided on the Web Site, you must first become an AudioRealm member. To become a member, You must register by completing the member registration form found on the Web Site. You are responsible for maintaining the confidentiality of your login and password information. With regards to registration and account information, you represent and warrant that: 1. the information provided and factual assertions made to Spacial are accurate and complete;
2. the contact information provided is up to date and accurate and allows Spacial to communicate with you in a timely manner as required;
3. if you are an individual, you are of the age of majority in your country and have the legal capacity to enter into this Agreement;
4. if You are an entity or organization,
1. Your entity or organization is duly authorized to do business in the country or countries where it operates,
2. the individual accepting the Agreement meets the requirements of subsection c. above and is an authorized representative of Your entity or organization, and
3. Your entity or organization’s employees, officers, representatives and other agents accessing the Service are duly authorized to do so and to legally bind You to this Agreement and to all transactions conducted under Your account.

4. Content Property of Spacial

All content on the Web Site, including, but not limited to text, graphics, pictures, designs, information, applications, software, audio or video files and their presentation on the Web Site (the “Content”) is the property of Spacial. Except as provided in this Agreement, none of the Content may be modified, copied, distributed, framed, reproduced, downloaded, displayed, transmitted, or posted in any form, or by any means without the express written consent of Spacial. Spacial further reserves all rights in it’s trade names “Spacial” and “AudioRealm”, trademarks, service marks and logos and the name, marks, and logo may not be reprinted, distributed or displayed without Spacial’s express written permission.

5. Limitation of Liability

You acknowledge and agree that your use of the Web Site and Services is “asis” and Spacial does not make, and hereby disclaims, any and all other express and implied warranties, including but not limited to warranties of merchantability or fitness for a particular purpose. Spacial does not warrant that the use of the Web Site and Services will be uninterrupted, errorfree or completely secure or that the data stored by you will be secure or not otherwise lost or damaged. In no event shall Spacial be liable for any special, incidental or consequential damages, including but not limited to loss of profits or income, whether or not Spacial had knowledge that such damages might be incurred. In no event shall Spacial be liable for any representations or warranties made to a third party by you or any of your respective agents or any claims against you by any third party. In no event shall Spacial be liable for more than the aggregate payments actually received from you for any Services you purchase from the Web Site in the twelve months preceding the event giving rise to a claim by you. Certain jurisdictions limit disclaimers of warranties and limitations of damages. In any such jurisdiction, this limitation of liability shall be deemed amended solely to the extent necessary to comply with the laws of such jurisdiction.

6. Termination of Access to Web Site, Services, and/or User Account

Spacial reserves the right to suspend or terminate your access to the Web Site, your AudioRealm account, and your access to Services offered through the Web Site immediately and without notice if you are found to have breached this Agreement in any manner whatsoever.

7. Your Indemnity

You hereby indemnify and hold harmless Spacial, and Spacial’s directors, officers, employees, agents and contractors from and against any claims and expenses (including reasonable attorney fees) arising from Your violation of any of the terms of this Agreement or your use of the Web Site or Services.

8. Privacy

Spacial may collect information from you for purposes of your registration with AudioRealm, your purchase of Services offered through the Web Site, and for communicating with you regarding your account and providing you with general Spacial information. The collection and use of your information is subject to the Privacy Policy found on the Web Site and You agree to the terms of this Privacy Policy.

9. Severability of Terms

If any of the terms in this Agreement are found to be unlawful, void, or for any reason unenforceable, then such provision(s) shall be deemed severable from the other the terms of this Agreement and shall have no effect on the validity of the remaining terms.

10. NonWaiver of Rights

The failure of either party to insist on or enforce the strict performance of the other party’s obligations with respect to any of the terms of this Agreement, or to exercise any rights found herein, will not be construed as a waiver or diminishment of such party’s right to assert or rely upon any such provision or right in any other instance, and same will remain in full force and effect.

11. Governing Law

All matters relating to your access and use of the Web Site and the Services shall be governed by the laws of the province of Quebec and the federal laws of Canada. You therefore agree to the courts of Quebec and Canada having legal jurisdiction. You also agree that you are fully responsible for complying with all of your local laws.