Terms of Use for Audio Delivery Network
Last Updated: April 23, 2025
Welcome to Audio Delivery Network! These Terms of Use ("Terms") govern your access to and use of the services, features, content, and applications offered by Audio Delivery Network (collectively, the "Service"). By accessing or using the Service, you ("Client") agree to be bound by these Terms. If you are using the Service on behalf of an organization, you represent that you have the authority to bind that organization to these Terms, in which case "Client" also refers to that organization.
1. Acceptance of Terms
Please read these Terms carefully before using the Service. By accessing or using any part of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Service.
2. Description of the Service
Audio Delivery Network provides a neutral, third-party technology platform that enables Clients to manage and deliver audio content. The Service allows Clients to create access keys for various functionalities, including uploading and playing audio files, as well as traditional API access for managing objects within their account.
Audio Delivery Network acts solely as a technology provider. The Service does not host, promote, distribute, or curate audio content for public consumption. All audio uploaded via the Service is under the sole control of the Client, including any display, playback, or distribution. Audio Delivery Network does not provide public listings, discovery tools, or direct listening capabilities.
3. Client Responsibilities
As a Client of Audio Delivery Network, you are solely responsible for the following:
a. Your Content
You are entirely responsible for all audio files, images (including album artwork), metadata, data, and any other content ("Client Content") that you upload, store, transmit, or otherwise make available through the Service. You represent and warrant that:
- You either own all intellectual property rights in and to the Client Content, or you have obtained all necessary rights, licenses, consents, and permissions to lawfully use and distribute it via the Service;
- Your Client Content does not and will not infringe, misappropriate, or otherwise violate any third-party rights, including copyrights, trademarks, moral rights, or rights of publicity or privacy;
- You will not use the Service to host, share, or distribute any audio files, artwork, metadata, or materials that you do not have the legal right to use.
Audio Delivery Network does not review, verify, or approve Client Content, and bears no responsibility or liability for the legality or appropriateness of any such content.
b. Management of Access
You are responsible for the creation, distribution, and management of all access keys generated for your account. You acknowledge that you have sole discretion and control over who is granted access to upload and play audio content through your access keys, and you are responsible for implementing appropriate access controls and safeguards.
c. Creator Activities
If you permit third-party users ("Creators") to upload content to your account using access keys you have generated, you acknowledge and agree that you are exclusively responsible and liable for all actions, omissions, and content uploaded by such Creators. Audio Delivery Network does not vet, monitor, or control Creator submissions in any way and shall bear no liability arising from such activities.
d. Listener Access and Use
You are solely responsible for how listeners ("Listeners") access and use audio content made available through your implementation of the Service. Audio Delivery Network does not have access to, or visibility into, your listener implementations and makes no representations or warranties regarding the user experience, playback mechanisms, or delivery of audio to listeners.
e. Compliance with Laws
You are responsible for ensuring that your use of the Service, your Client Content, and the activities of your Creators and Listeners comply with all applicable laws, regulations, and third-party rights.
4. Intellectual Property
a. Audio Delivery Network IP
The Service, including its design, software, code, and all associated intellectual property, is owned by Audio Delivery Network and protected by applicable laws. These Terms do not grant you any ownership or rights in the Service, except for the limited right to access and use it in accordance with these Terms.
b. Client Content
As between you and Audio Delivery Network, you retain all rights, title, and interest in and to your Client Content. By using the Service, you grant Audio Delivery Network a non-exclusive, worldwide, royalty-free license to access, use, process, copy, distribute, perform, and display your Client Content solely to the extent necessary to provide the Service to you.
5. Disclaimer of Warranties
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
6. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AUDIO DELIVERY NETWORK, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
IN NO EVENT SHALL AUDIO DELIVERY NETWORK'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE EXCEED THE AMOUNTS PAID BY YOU TO AUDIO DELIVERY NETWORK IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.
7. Indemnification
You agree to indemnify, defend, and hold harmless Audio Delivery Network, its affiliates, directors, officers, employees, agents, suppliers, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to your use of the Service, your Client Content, or your breach of these Terms.
8. Termination
Audio Delivery Network may terminate or suspend your access to the Service at any time, with or without cause and without prior notice. You may also terminate your account at any time. Upon termination, your right to use the Service will immediately cease.
9. Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada. Any legal action or proceeding shall be brought exclusively in the courts located in Ontario, Canada.
10. Modifications to These Terms
Audio Delivery Network reserves the right to modify or update these Terms at any time. We will provide notice of any material changes to these Terms. Your continued use of the Service after the effective date of any such changes constitutes your acceptance of the revised Terms.
11. Entire Agreement
These Terms constitute the entire agreement between you and Audio Delivery Network regarding the Service and supersede all prior or contemporaneous communications and proposals, whether oral or written.
12. Contact Us
If you have any questions about these Terms, please contact us at: