Terms & Conditions


Welcome to Promo Guru ("Promo Guru", "we", "our", "this site", "the website", "the platform", or "us").

These Terms & Conditions constitute a legally binding contract (the "Agreement"), between you and Promo Guru in relation to your use of this website.

Please also be sure to review our Privacy Policy and Cookies Policy for more information on how we collect and use data relating to the use and performance of Promo Guru, as well as our responsibilities and your rights in relation to any processing of your personal data.


Acceptance of Terms & Conditions

Please read these Terms & Conditions, Privacy Policy and Cookies Policy carefully. If you do not agree to any of the provisions set out in those documents, you should not use Promo Guru. By accessing or using Promo Guru, registering an account, or by viewing, accessing, streaming, uploading or downloading any information or content from or to Promo Guru, you represent and warrant that you have read and understood these Terms & Conditions, will abide by them, and that you are either 18 years of age or more, or the applicable age of majority in your jurisdiction, or if you are under 18 years of age or the age of majority in your jurisdiction, you are 16 years of age or more if you reside in the European Union or 13 years of age or more if you reside in the United States or anywhere else.


Changes to Terms & Conditions

We reserve the right to change, alter, replace or otherwise modify these Terms & Conditions at any time, for example to address legal or regulatory changes or changes to features or functionality made available through Promo Guru, at our discretion. The date of last modification is stated at the end of these Terms & Conditions. It is your responsibility to check this page from time to time for updates.

When we make any material changes to these Terms & Conditions, we will provide you with prominent notice under the circumstances, including for example displaying a notice within Promo Guru and/or by sending you an email to the email address that you have provided us, and the revised Terms & Conditions will become effective two (2) weeks after such notification.

You will have no obligation to continue using Promo Guru following any such notification, but if you do not terminate your account as described in the Termination section below during such two (2) week period, your continued use of Promo Guru after the end of that two (2) week period will constitute your acceptance of the revised Terms & Conditions.


Your use of Promo Guru

Subject to your strict compliance with these Terms & Conditions at any and all times during your use of Promo Guru, we grants you a limited, personal, non-exclusive, revocable, non-assignable and non-transferable right and license to use Promo Guru in order to view Content uploaded and posted to the Website, to download audio Content from Promo Guru or to share your own Content using the features of Promo Guru where the appropriate functionality has been enabled by the user who uploaded the relevant Content (the "Uploader"), and subject to the territorial availability of that feature and audio Content.

In addition, if you register to use Promo Guru, and subject to your strict compliance with these Terms & Conditions at any and all times during your use of the site, Promo Guru grants you a limited, personal, non-exclusive, revocable, non-assignable and non-transferable right and license to:

(i) submit Content to and keep such Content available through Promo Guru strictly as permitted in accordance with these Terms & Conditions and any other applicable terms posted on the Website from time to time;

(ii) use Promo Guru strictly as permitted in accordance with these Terms & Conditions.

The above licenses are conditional upon your strict compliance with these Terms & Conditions at any and all times during your use of Promo Guru, including, without limitation, the following:

(i) You must not copy, rip or capture, or attempt to copy, rip or capture, any audio Content from Promo Guru or any part of Promo Guru, other than by means of download or store for offline listening in circumstances where the relevant Uploader has elected to permit your access of the relevant item of Content.

(ii) You must not adapt, copy, republish, make available or otherwise communicate to the public, display, perform, transfer, share, distribute or otherwise use or exploit any Content on or from Promo Guru at any and all times, except where such Content is Your Content at any and all times during your use of the applicable Content.

(iii) You must not use any Content (other than Your Content) in any way that is designed to create a separate content service or that replicates any part of Promo Guru offering.

(iv) You must not employ scraping or similar techniques to aggregate, repurpose, republish or otherwise make use of any Content.

(v) You must not employ any techniques or make use of any services, automated or otherwise, designed to misrepresent Your Content on Promo Guru, or to misrepresent your activity on Promo Guru, including without limitation by the use of bots, botnets, scripts, apps, plugins, extensions or other automated means to register accounts, log in, add content, create tokens, share tokens or manipulate subscribers - particularly where such activity occurs in a multiple or repetitive fashion. You must not offer or promote the availability of any such techniques or services to any other users of Promo Guru.

(vi) You must not alter or remove, or attempt to alter or remove, any trademark, copyright or other proprietary or legal notices contained in, or appearing on, Promo Guru or any Content appearing o Promo Guru (other than Your Content).

(vii) You must not, and must not permit any third party to, copy or adapt the object code of the Website or any of the Apps or Services, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of Promo Guru, or circumvent or attempt to circumvent or copy any copy protection mechanism or territorial restrictions or access any rights management information pertaining to Content other than Your Content.

(viii) You must not use Promo Guru to upload, post, store, transmit, display, copy, distribute, promote, make available, continue to make available or otherwise communicate to the public:

any Content that is abusive, libellous, defamatory, pornographic or obscene, that promotes or incites violence, terrorism, illegal acts, or hatred on the grounds of race, ethnicity, cultural identity, religious belief, disability, gender, identity or sexual orientation, or is otherwise objectionable in Promo Guru’s reasonable discretion;

any information, Content or other material that violates, plagiarizes, misappropriates or infringes the rights of third parties including, without limitation, copyright, trademark rights, rights of privacy or publicity, confidential information or any other right; or any Content that violates, breaches or is contrary to any law, rule, regulation, court order or is otherwise is illegal or unlawful in Promo Guru’s reasonable opinion; any material of any kind that contains any virus, Trojan horse, spyware, adware, malware, bot, time bomb, worm, or other harmful or malicious component, which or might overburden, impair or disrupt Promo Guru or servers or networks forming part of, or connected to, Promo Guru, or which does or might restrict or inhibit any other user's use and enjoyment of Promo Guru; or any unsolicited or unauthorized advertising, promotional messages, spam or any other form of solicitation.

(ix) You must not commit or engage in, or encourage, induce, solicit or promote, any conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law or regulation.

(x) You must not rent, sell or lease access to Promo Guru, or any Content on Promo Guru.

(xi) You must not deliberately impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity, for example, by registering an account in the name of another person or company, or sending messages or making comments using the name of another person.

(xii) You must not stalk, exploit, threaten, abuse or otherwise harass another user, or any Promo Guru employee.

(xiii) You must not use or attempt to use another person's account or other information, unless you have express permission from that other person.

(xiv) You must not sell or transfer, or offer to sell or transfer, any Promo Guru account to any third party without the prior written approval of Promo Guru.

(xv) You must not collect or attempt to collect personal data, or any other kind of information about other users, including without limitation, through spidering or any form of scraping.

(xvi) You must not violate, circumvent or attempt to violate or circumvent any data security measures employed by Promo Guru or any Uploader; access or attempt to access data or materials which are not intended for your use; log into, or attempt to log into, a server or account which you are not authorized to access; attempt to scan or test the vulnerability of Promo Guru’s servers, system or network or attempt to breach Promo Guru’s data security or authentication procedures; attempt to interfere with the Website or the Services by any means including, without limitation, hacking Promo Guru’s servers or systems, submitting a virus, overloading, mail-bombing or crashing. Without limitation to any other rights or remedies of Promo Guru under these Terms & Conditions, Promo Guru reserves the right to investigate any situation that appears to involve any of the above, and may report such matters to, and co-operate with, appropriate law enforcement authorities in prosecuting any users who have participated in any such violations.

(xvii) You must only ever use your Promo Guru to download Content for yourself. You will not redistribute downloaded content to third parties in fashion, and will never give third parties access to your Promo Guru account to download Content for themselves.

You agree to comply with the above conditions at any and all times during your use of Promo Guru, and acknowledge and agree that Promo Guru has the right, in its sole discretion, to terminate your account or take such other action as we see fit if you breach any of the above conditions or any of the other terms of these Terms & Conditions. This may include taking court action and/or reporting offending users to the relevant authorities.


Your content

Any and all audio, text, photos, pictures, graphics, comments, and other content, data or information that you upload, store, transmit, submit, exchange or make available to or via Promo Guru (hereinafter "Your Content") is generated, owned and controlled solely by you, and not by Promo Guru.

Promo Guru does not claim any ownership rights in Your Content, and you hereby expressly acknowledge and agree that Your Content remains your sole responsibility.

Without prejudice to the conditions set forth in Your Use of Promo Guru you must not upload, store, distribute, send, transmit, display, perform, make available, continue to make available or otherwise communicate to the public any Content to which you do not hold the necessary rights. In particular, any unauthorized use of copyright protected material within Your Content (including by way of reproduction, distribution, modification, adaptation, public display, public performance, preparation of derivative works, making available or otherwise communicating to the public via Promo Guru), independent of whether it is or becomes unauthorized at a later point, may constitute an infringement of third party rights and is strictly prohibited. Any such infringements may result in termination of your access to Promo Guru, and may also result in civil litigation or criminal prosecution by or on behalf of the relevant rightsholder.

We may, from time to time, invite or provide you with means to provide feedback regarding Promo Guru, and in such circumstances, any feedback you provide will be deemed non-confidential and Promo Guru shall have the right, but not the obligation, to use such feedback on an unrestricted basis.


Grant of license

When distributing your Content via Promo Guru, your Content is served from Dropbox's servers via the use of their temporary link functionality. We may copy or temporarily store your Content on Promo Guru servers for the preparation of audio previews and other kinds of derivative media, or analysis of file data and metadata, or other kinds of processing necessary for us to effectively provide features of the Promo Guru service. To the extent it is necessary in order for Promo Guru to provide you with any of our services, to undertake any of the tasks set forth in these Terms & Conditions, including the distribution of promotional material on Promo Guru and/or to enable your use of Promo Guru, you hereby grant such licenses to Promo Guru on a limited, worldwide, non-exclusive, royalty-free and fully paid basis.

You may control the distribution of Your Content on Promo Guru as the current features allow. By distributing Your Content through Promo Guru, you also grant a limited, worldwide, non-exclusive, royalty-free, fully paid up, license to other users of Promo Guru, and users with whom Your Content has been shared or to download, listen to offline and publicly perform within the parameters set by you using the Services. You can limit and restrict the availability of certain of Your Content to other users of Promo Guru at any time using the subscribers tab, subject to the provisions of the Disclaimer section below. Notwithstanding the foregoing, nothing in these Terms & Conditions grants any rights to any other user of Promo Guru with respect to any proprietary name, logo, trademark or service mark uploaded by you as part of Your Content (for example, your profile picture) ("Marks"), other than the right to reproduce, publicly display, make available and otherwise communicate to the public those Marks, automatically and without alteration, as part of the act of reposting sounds with which you have associated those Marks.

The licenses granted in this section are granted separately with respect to each item of Your Content that you upload to Promo Guru. Licenses with respect to audio Content, and any images or text within your account, will (subject to the following paragraph of these Terms & Conditions) terminate automatically when you remove such Content from your account. Licenses with respect to metadata or other contributions that you make on Promo Guru will be perpetual and irrevocable, and will continue notwithstanding any termination of your account.

Any Content other than Your Content is the property of the relevant Uploader, and is or may be subject to copyright, trademark rights or other intellectual property or proprietary rights. Such Content may not be downloaded, reproduced, distributed, transmitted, re-uploaded, republished, displayed, sold, licensed, made available or otherwise communicated to the public or exploited for any purposes except via the features of Promo Guru from time to time and within the parameters set by the Uploader on Promo Guru or with the express written consent of the Uploader. Subject to the rights expressly granted in this section, all rights in Content are reserved to the relevant Uploader.


Representations and warranties

You hereby represent and warrant to Promo Guru as follows: (i) Your Content, and each and every part thereof, is an original work by you, or you have obtained all rights, licenses, consents and permissions necessary in order to use at any and all times during any applicable use, to authorize Promo Guru to use as dictated by these Terms & Conditions.

Your Content and the availability thereof on Promo Guru does not and will not infringe or violate the rights of any third party, including, without limitation, any intellectual property rights, performers’ rights, rights of privacy or publicity, or rights in confidential information.

You have obtained any and all necessary consents, permissions and/or releases from any and all persons appearing in Your Content in order to include their name, voice, performance or likeness in Your Content and to distribute the same on Promo Guru.

Your Content, including any comments or metadata that you may upload on the Promo Guru, is not and will not be unlawful, abusive, libellous, defamatory, pornographic or obscene, and will not promote or incite violence, terrorism, illegal acts, or hatred on the grounds of race, ethnicity, cultural identity, religious belief, disability, gender, identity or sexual orientation.

Your Content does not and will not create any liability on the part of Promo Guru, its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and/or shareholders. Promo Guru reserves the right to remove Your Content, suspend or terminate your access to Promo Guru and/or pursue all legal remedies if we believe that any of Your Content breaches any of the foregoing representations or warranties, or otherwise infringes another person's rights or violates any law, rule or regulation.


Liability for content

You hereby acknowledge and agree that Promo Guru (i) stores content and other information at the direction, request and with the authorization of its users, (ii) acts merely as a passive conduit and/or host for the uploading, storage and distribution of such content, and (iii) plays no active role and gives no assistance in the presentation or use of the content. You are solely responsible for all of Your Content that you upload, post or distribute to, on or through Promo Guru, and to the extent permissible by law, Promo Guru excludes all liability with respect to all content (including Your Content) and the activities of its users with respect thereto.

You hereby acknowledge and agree that Promo Guru is not liable for any issues arising from your use of Dropbox - including Dropbox not being available, technical faults, account suspension, accidental deletion of data, data breaches or other problems of any kind.

You hereby acknowledge and agree that Promo Guru cannot and does not review the content created or uploaded by its users, and neither Promo Guru nor its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders has any obligation, and may, but does not undertake or assume any duty to, monitor Promo Guru for content that is inappropriate, that does or might infringe any third party rights, or has otherwise been uploaded in breach of these Terms & Conditions or applicable law.

Promo Guru and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders hereby exclude, to the fullest extent permitted by law, any and all liability which may arise from any content uploaded to Promo Guru by users, including, but not limited to, any claims for infringement of intellectual property rights, rights of privacy or publicity rights, any claims relating to publication of abusive, defamatory, pornographic, or obscene material, or any claims relating to the completeness, accuracy, currency or reliability of any information provided by users of Promo Guru. By using Promo Guru, you irrevocably waive the right to assert any claim with respect to any of the foregoing against Promo Guru or any of its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders.


Reporting infringements

If you discover any content on Promo Guru that you believe infringes your copyright, please report this to us on report a copyright infringement page.


Blocking and removal of content

Notwithstanding the fact that Promo Guru has no legal obligation to monitor the content on the site, Promo Guru reserves the right to block, remove or delete any content at any time, and to limit or restrict access to any content, for any reason and without liability, including without limitation, if we have reason to believe that such content does or might infringe the rights of any third party, has been uploaded or posted in breach of these Terms & Conditions or applicable law, or is otherwise unacceptable to Promo Guru.

Please also note that individual users have control over the audio content that they distribute in their account. They may remove any or all audio content or other content without notice, or may revoke your access to their content. You have no right of continued access to any particular item of content and Promo Guru shall have no liability in the event that you are unable to access an item of content due to its removal from the site, whether by Promo Guru or the relevant user.


Disclaimer

PROMO GURU IS PROVIDED "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS".

WHILST PROMO GURU USES REASONABLE ENDEAVORS TO CORRECT ANY ERRORS OR OMISSIONS IN THE PLATFORM AS SOON AS PRACTICABLE ONCE THEY HAVE BEEN BROUGHT TO PROMO GURU’S ATTENTION, PROMO GURU MAKES NO PROMISES, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED) REGARDING THE WEBSITE, THE APPS, THE SERVICES OR ANY PART OR PARTS THEREOF, ANY CONTENT, OR ANY LINKED SERVICES OR OTHER EXTERNAL SERVICES. PROMO GURU DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR ANY PART OR PARTS THEREOF, THE CONTENT, OR THE SERVERS ON WHICH THE PLATFORM OPERATES ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PROMO GURU DOES NOT WARRANT THAT ANY TRANSMISSION OF CONTENT UPLOADED TO THE PLATFORM WILL BE SECURE OR THAT ANY ELEMENTS OF THE PLATFORM DESIGNED TO PREVENT UNAUTHORIZED ACCESS, SHARING OR DOWNLOAD OF CONTENT WILL BE EFFECTIVE IN ANY AND ALL CASES, AND DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION.

PROMO GURU AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS, SPECIFICALLY DISCLAIM ALL OF THE FOREGOING WARRANTIES AND ANY OTHER WARRANTIES NOT EXPRESSLY SET OUT HEREIN TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES REGARDING NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

WHERE THE LAW OF ANY JURISDICTION LIMITS OR PROHIBITS THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES AS SET OUT ABOVE, THE ABOVE DISCLAIMERS SHALL NOT APPLY TO THE EXTENT THAT THE LAW OF SUCH JURISDICTION APPLIES TO THIS AGREEMENT.


Limitation of Liability

IN NO EVENT SHALL PROMO GURU’S AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT EXCEED THE AMOUNTS (IF ANY) PAID BY YOU TO PROMO GURU DURING THE PREVIOUS TWELVE (12) MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM.

PROMO GURU AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS, SHALL HAVE NO LIABILITY FOR:

ANY LOSS OR DAMAGE ARISING FROM:

(A) YOUR INABILITY TO ACCESS OR USE THE PLATFORM OR ANY PART OR PARTS THEREOF, OR TO ACCESS ANY CONTENT OR ANY EXTERNAL SERVICES VIA THE PLATFORM;

(B) ANY CHANGES THAT PROMO GURU MAY MAKE TO THE PLATFORM OR ANY PART THEREOF, OR ANY TEMPORARY OR PERMANENT SUSPENSION OR CESSATION OF ACCESS TO THE PLATFORM OR ANY CONTENT IN OR FROM ANY OR ALL TERRITORIES;

(C) ANY ACTION TAKEN AGAINST YOU BY THIRD PARTY RIGHTSHOLDERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF SUCH THIRD PARTY’S RIGHTS RELATING TO YOUR CONTENT OR YOUR USE OF THE PLATFORM, OR ANY ACTION TAKEN AS PART OF AN INVESTIGATION BY PROMO GURU OR ANY RELEVANT LAW ENFORCEMENT AUTHORITY REGARDING YOUR USE OF THE PLATFORM;

(D) ANY ERRORS OR OMISSIONS IN THE PLATFORM’S TECHNICAL OPERATION, OR FROM ANY INACCURACY OR DEFECT IN ANY CONTENT OR ANY INFORMATION RELATING TO CONTENT;

(E) YOUR FAILURE TO PROVIDE PROMO GURU WITH ACCURATE OR COMPLETE INFORMATION, OR YOUR FAILURE TO KEEP YOUR ACCOUNT DETAILS SUITABLY CONFIDENTIAL;

(F) ANY MISCONDUCT BY OTHER USERS OR THIRD PARTIES USING THE PLATFORM, ESPECIALLY IN BREACH OF THE AGREEMENT;

ANY LOSS OR DAMAGE TO ANY COMPUTER HARDWARE OR SOFTWARE, ANY LOSS OF DATA (INCLUDING YOUR CONTENT), OR ANY LOSS OR DAMAGE FROM ANY SECURITY BREACH; AND/OR

ANY LOSS OF PROFITS, OR ANY LOSS YOU SUFFER WHICH IS NOT A FORESEEABLE CONSEQUENCE OF PROMO GURU BREACHING THESE TERMS OF USE. LOSSES ARE FORESEEABLE WHERE THEY COULD BE CONTEMPLATED BY YOU AND PROMO GURU AT THE TIME YOU AGREE TO THESE TERMS OF USE, AND THEREFORE DO NOT INCLUDE ANY INDIRECT LOSSES, SUCH AS LOSS OF OPPORTUNITY.

ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM MUST BE NOTIFIED TO PROMO GURU AS SOON AS POSSIBLE.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH CASES, YOU ACKNOWLEDGE AND AGREE THAT SUCH LIMITATIONS AND EXCLUSIONS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND PROMO GURU AND ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN YOU AND PROMO GURU, AND THAT PROMO GURU’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

NOTHING IN THESE TERMS OF USE LIMITS OR EXCLUDES THE LIABILITY OF PROMO GURU, ITS SUBSIDIARIES, SUCCESSORS, ASSIGNS, OR THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND/OR SHAREHOLDERS: (I) FOR ANY DEATH OR PERSONAL INJURY CAUSED BY ITS OR THEIR NEGLIGENCE, (II) FOR ANY FORM OF FRAUD OR DECEIT, (III) FOR ANY DAMAGES CAUSED WILFULLY OR BY GROSS NEGLIGENCE, OR (IV) FOR ANY FORM OF LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY LAW.


Indemnification

You hereby agree to indemnify, defend and hold harmless Promo Guru, its successors, assigns, affiliates, agents, directors, officers, employees and shareholders from and against any and all claims, obligations, damages, losses, expenses, and costs, including reasonable attorneys' fees, resulting from:

(i) any violation by you of these Terms & Conditions;

(ii) any third party claim of infringement of copyright or other intellectual property rights or invasion of privacy arising from the hosting of Your Content on Promo Guru, and/or your making available thereof to other users of Promo Guru, and/or the actual use of Your Content by other users of Promo Guru in accordance with these Terms & Conditions and the parameters set by you with respect to the distribution and sharing of Your Content;

(iii) any activity related to your account, be it by you or by any other person accessing your account with or without your consent unless such activity was caused by the act or default of Promo Guru.


Changes Promo Guru, accounts and pricing

Promo Guru reserves the right at any time and for any reason to suspend, discontinue, terminate or cease providing access to the Platform or any part thereof, temporarily or permanently, and whether in its entirety or with respect to individual territories only. In the case of any temporary or permanent suspension, discontinuation, termination or cessation of access, Promo Guru shall use its reasonable endeavors to notify registered users of such decision in advance.

You hereby agree that Promo Guru and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders shall not be liable to you or to any third party for any changes or modifications to the Website, Apps and/or any Services that Promo Guru may wish to make from time to time, or for any decision to suspend, discontinue or terminate the Website, the Services or any part or parts thereof, or your possibility to use or access the same from or within any territory or territories.

Promo Guru may change the features of any type of account, may withdraw or, or introduce new features, products or types of account at any time and for any reason, and may change the prices charged for any of its Subscriptions from time to time. In the event of any increase in the price or material reduction in the features of any Subscription which you have purchased, such change(s) will be communicated to you and will only take effect with respect to any subsequent renewal of your subscription. In all other cases, where Promo Guru proposes to make changes to any type of Subscription you have purchased, and these changes are material and to your disadvantage, Promo Guru will notify you of the proposed changes via an email to the then current email address that we have for your account, at least four (4) weeks in advance. You will have no obligation to continue using the Platform following any such notification, but if you do not terminate your account as described in the Termination section below during such four (4) week period, your continued use of your account after the end of that four (4) week period will constitute your acceptance of the changes to your Subscription.


Termination

You may terminate this Agreement at any time by sending notice by email to [email protected] confirming such termination or by deleting your account and thereafter by ceasing to use the Platform. If you have a Subscription, and terminate this Agreement before the end of such Subscription, we are unable to offer any refund for any unexpired period of your Subscription.

Promo Guru may suspend your access to the Platform and/or terminate this Agreement at any time if (i) you are in breach of any of the material provision of these Terms & Conditions, including without limitation, the provisions of the following sections: Your Use of the Platform, Your Content, Grant of Licence, and Your Representations and Warranties; (ii) Promo Guru elects at its discretion to cease providing access to the Platform in the jurisdiction where you reside or from where you are attempting to access the Platform, or (iv) in other reasonable circumstances as determined by Promo Guru at its discretion. If you have a Subscription and your account is suspended or terminated by Promo Guru pursuant to (i) or (ii) above, you will not be entitled to any refund for any unexpired period of your subscription. If your account is terminated pursuant to (iii) or (iv), refunds may be payable at the reasonable discretion of Promo Guru.

Once your account has been terminated, any and all Content residing in your account, or pertaining to activity from your account (for example, data relating to the distribution or consumption of your sounds), will be irretrievably deleted by Promo Guru, except to the extent that we are obliged or permitted to retain such content, data or information for a certain period of time in accordance with applicable laws and regulations and/or to protect our legitimate business interests. You are advised to save or back up any data that you have uploaded to your account before terminating your account, as Promo Guru assumes no liability for any material that is irretrievably deleted following any termination of your account. Promo Guru is not able to provide you with any .csv or other similar file of data relating to activity associated with your account, whether before or after termination or cancellation. This data is provided and is accessible only for viewing via your account page on the Website for as long as your account is active.


Assignment to third parties

Promo Guru may assign its rights and (where permissible by law) its obligations under this Agreement, in whole or in part, to any third party at any time without notice, including without limitation, to any person or entity acquiring all or substantially all of the assets or business of Promo Guru. You may not assign this Agreement or the rights and duties hereunder, in whole or in part, to any third party without the prior written consent of Promo Guru.

Should one or more provisions of these Terms & Conditions be found to be unlawful, void or unenforceable, such provision(s) shall be deemed severable and will not affect the validity and/or enforceability of the remaining provisions of the Terms & Conditions, which will remain in full force and effect.


Severability

Should one or more provisions of these Terms & Conditions be found to be unlawful, void or unenforceable, such provision(s) shall be deemed severable and will not affect the validity and/or enforceability of the remaining provisions of the Terms & Conditions, which will remain in full force and effect.


Entire agreement

These Terms & Conditions constitute the entire agreement between you and Promo Guru with respect to your use of the Platform, and supersede any prior agreement between you and Promo Guru. Any modifications to this Agreement must be made in writing.


Third party rights

These Terms & Conditions are not intended to give rights to anyone except you and Promo Guru. This does not affect our right to transfer our rights or obligations to a third party as described in the Assignment to Third Parties section.


Last updated 18 August 2020