Terms of Service

AudioOffice is a business-to-business software service.

You confirm that:

• you are acquiring AudioOffice for the purposes of a business or organisation;
• you have authority to enter into these Terms on behalf of that business or organisation; and
• you are not acquiring AudioOffice primarily for personal, domestic or household use.

The business or organisation using AudioOffice is referred to in these Terms as the Customer.

AudioOffice provides online software for recording, mixing and mastering studios to manage projects, audio files, client feedback, planning, contracts, invoices, teams and client portals.

We may add, remove or modify features over time as the Service develops.

We will not materially reduce the core functionality of a paid subscription during its current billing period without reasonable justification.

The Customer is responsible for:

• keeping account information accurate;
• keeping login credentials secure;
• controlling access given to its users;
• ensuring users comply with these Terms; and
• activity occurring through its account.

You must notify us promptly if you reasonably believe an account has been compromised.

Individual login credentials should not be shared between people unless the Service expressly permits this.

Access to paid features requires a subscription.

Prices, billing periods, plan inclusions and any applicable limits are displayed before purchase or otherwise agreed with the Customer.

Paddle

Payments for AudioOffice are handled by Paddle, our Merchant of Record.

For transactions processed through Paddle, Paddle is the seller of record and is responsible for matters including:

• processing payment;
• issuing transaction receipts or invoices;
• calculating and collecting applicable sales taxes, GST or VAT;
• payment-related compliance; and
• processing approved refunds.

Your purchase through Paddle is also subject to Paddle's applicable buyer terms and policies.

Apollo Music Ltd provides and licenses the AudioOffice software and remains responsible for providing and supporting the Service in accordance with these Terms.

Unless otherwise stated when you subscribe, subscriptions automatically renew at the end of each billing period until cancelled.

You authorise Paddle to collect the applicable subscription charge on each renewal date using your selected payment method.

You may cancel your subscription at any time through the available subscription management tools.

Unless otherwise stated, cancellation takes effect at the end of your current paid billing period. You may continue using the paid Service until that date.

Cancellation does not automatically entitle you to a refund for amounts already paid.

Our Refund Policy applies to refund requests.

Paddle, as Merchant of Record, determines and collects transaction taxes where required in connection with purchases made through Paddle.

Customers are responsible for any taxes, reporting or obligations arising from their own business activities or use of AudioOffice.

Subject to payment of applicable fees and compliance with these Terms, we grant the Customer a limited, non-exclusive, non-transferable and revocable right to access and use AudioOffice for its internal business purposes during its subscription.

This does not transfer ownership of AudioOffice or any intellectual property to the Customer.

You must not:

• use AudioOffice for unlawful purposes;
• attempt to gain unauthorised access to the Service or another user's account;
• interfere with the security or operation of the Service;
• introduce malware or malicious code;
• probe, scan or test vulnerabilities without written authorisation;
• reverse engineer or attempt to derive source code except where applicable law expressly permits this;
• copy or reproduce substantial parts of the Service;
• resell, sublicense or commercially exploit access to AudioOffice unless we have agreed otherwise;
• use automated methods in a manner that unreasonably interferes with the Service;
• use AudioOffice to infringe another person's rights; or
• upload content that you do not have the right to process.

We may suspend access where reasonably necessary to prevent security threats, unlawful activity, serious breaches of these Terms or harm to other users.

The Customer retains ownership of information, records, recordings and other content that it or its users enter into AudioOffice ("Customer Data").

The Customer grants us the rights reasonably necessary to host, copy, process, transmit and back up Customer Data for the purpose of providing and securing the Service.

We do not acquire ownership of Customer Data, recordings or music rights. Access granted by the Customer to its clients or collaborators is controlled by the Customer.

The Customer is responsible for:

• ensuring it has the right to collect and process Customer Data;
• the accuracy, legality and rights clearance of Customer Data and uploaded recordings;
• providing appropriate privacy notices;
• obtaining required permissions or consents;
• determining who has access to Customer Data; and
• complying with applicable privacy and data protection laws.

Our handling of personal information is described further in our Privacy Policy.

AudioOffice may connect with third-party platforms, including payment, communication and file storage services such as Dropbox.

Use of those services may be subject to separate terms between the Customer and the third-party provider.

We do not control third-party services and are not responsible for their availability, performance, security or acts and omissions except to the extent required by law.

Changes made by a third-party provider may affect an integration with AudioOffice.

AudioOffice and all associated software, interfaces, designs, databases, documentation, trademarks, branding and other intellectual property belong to Apollo Music Ltd or its licensors.

Except for the limited right to use the Service under these Terms, no rights in that intellectual property are transferred to the Customer.

Feedback and suggestions provided to us may be used by us without restriction or payment, provided that we do not publicly identify the Customer as the source without permission.

We aim to provide a reliable Service but do not guarantee uninterrupted or error-free availability.

The Service may occasionally be unavailable because of:

• maintenance;
• upgrades;
• technical faults;
• third-party service failures;
• internet or infrastructure outages;
• security incidents; or
• circumstances outside our reasonable control.

We may carry out maintenance and updates where reasonably necessary.

We may maintain backups as part of operating the Service, but studios remain responsible for keeping separate copies of important source files, sessions and masters.

Where export functionality is available, customers should use it before terminating their account if they require a copy of their information.

We do not guarantee that deleted data can be recovered.

Each party may receive confidential information belonging to the other.

Neither party will disclose the other's confidential information except:

• as necessary to perform its obligations;
• to employees, contractors or service providers who need the information and are subject to appropriate confidentiality obligations;
• with the other party's permission; or
• where disclosure is required by law.

This section does not apply to information that is publicly available through no breach of these Terms or that was lawfully obtained independently.

The Customer acknowledges that AudioOffice is supplied and acquired in trade for business purposes.

To the fullest extent permitted by section 43 of the Consumer Guarantees Act 1993, the parties agree that the provisions of that Act do not apply to the supply of AudioOffice under these Terms.

The parties agree that, having regard to the nature of the Service and the fact that it is supplied on a business-to-business basis, it is fair and reasonable for them to be bound by this provision.

Nothing in these Terms excludes any right or remedy that cannot lawfully be excluded.

We will provide AudioOffice with reasonable care and skill.

Except for warranties expressly stated in these Terms or rights that cannot legally be excluded, the Service is provided on an "as available" basis.

We do not warrant that:

• the Service will always be available or uninterrupted;
• every feature will be error-free;
• the Service will meet every Customer's particular requirements;
• third-party integrations will always remain available; or
• use of AudioOffice alone will ensure compliance with laws applicable to the Customer's business.

AudioOffice is an administrative software tool. Customers remain responsible for their own business, music rights, intellectual property, taxation, accounting, privacy and regulatory obligations.

To the maximum extent permitted by law, Apollo Music Ltd will not be liable for:

• indirect or consequential loss;
• loss of profits, revenue, business or opportunity;
• loss arising from Customer errors or unauthorised account access caused by the Customer;
• loss caused by third-party services;
• loss arising from information entered incorrectly into AudioOffice; or
• loss that could reasonably have been avoided through appropriate business continuity or backup procedures.

To the maximum extent permitted by law, our total aggregate liability arising out of or relating to AudioOffice or these Terms will not exceed the total subscription fees paid by the Customer for AudioOffice during the 12 months immediately preceding the event giving rise to the claim.

Nothing in these Terms limits liability where doing so would be unlawful.

The Customer will indemnify Apollo Music Ltd against reasonable losses, liabilities and costs arising from a third-party claim resulting from:

• Customer Data, audio files or other material supplied by the Customer;
• unlawful use of the Service by the Customer;
• infringement of another person's rights by material supplied by the Customer; or
• a material breach of these Terms by the Customer,

except to the extent that the loss was caused by Apollo Music Ltd.

We may temporarily suspend access to some or all of the Service where reasonably necessary because of:

• overdue payment;
• a serious or repeated breach of these Terms;
• a security risk;
• suspected fraud or unlawful activity; or
• conduct that creates a material risk to us, our infrastructure or other customers.

Where reasonably practicable, we will give the Customer an opportunity to remedy the issue before suspension.

The Customer may terminate its subscription by cancelling it in accordance with section 5.

We may terminate an account where:

• the Customer materially breaches these Terms and does not remedy the breach within a reasonable period after being notified;
• continued provision of the Service would be unlawful;
• the Customer seriously abuses or compromises the Service; or
• we discontinue AudioOffice.

If we permanently discontinue a paid Service before the end of a Customer's prepaid subscription period, we will arrange an appropriate pro-rata refund or credit for the unused period unless the termination resulted from the Customer's breach.

After an account terminates, access to Customer Data may cease.

We may retain Customer Data for a reasonable period for backup, security, legal or operational purposes before deletion. Do not rely on AudioOffice as the only copy of session files or masters.

Customers should download required audio files and export required data before their subscription ends.

Where legally required, some records may be retained for longer.

We may update these Terms from time to time.

For changes that materially affect existing Customers' rights or obligations, we will provide reasonable notice.

Changes may take effect immediately where necessary to:

• comply with law;
• address security issues;
• prevent abuse; or
• make changes that do not materially disadvantage Customers.

Continued use of AudioOffice after revised Terms take effect constitutes acceptance of the revised Terms.

These Terms are governed by the laws of New Zealand.

The parties submit to the non-exclusive jurisdiction of the courts of New Zealand.

This does not affect any mandatory rights or jurisdictional protections that cannot legally be excluded.

If any provision of these Terms is invalid or unenforceable, the remaining provisions continue in effect.

A failure or delay in enforcing a right does not waive that right.

The Customer may not assign these Terms without our consent, which will not be unreasonably withheld. We may assign our rights and obligations as part of a restructuring, merger, acquisition or sale of the AudioOffice business.

These Terms, together with any applicable order, plan description and policies incorporated into them, constitute the agreement between Apollo Music Ltd and the Customer concerning use of AudioOffice.

Apollo Music Ltd trading as AudioOffice
14 Morepork Drive, Waikanae, New Zealand
Email: jake@apollomusic.co.nz