Terms of Use
Updated: July 18, 2024
The Terms of Use outline the essential rules and provide clear guidelines for using our Services responsibly, ensuring a safe and enjoyable experience for all users.
Overview
This website is operated by Soundboard Inc. Throughout the site, the terms “we”, “us” and “our” refer to Soundboard. Soundboard offers this website, including all information, tools, and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here. By accessing or using this website, you agree to be bound by these Terms of Use, including any additional terms and policies referenced herein or available by hyperlink. These Terms apply to all users, including browsers, vendors, customers, merchants, and contributors of content. If you do not agree to these terms, then you may not access or use our website or our Services. You can review the current version of the Terms of Use at any time on this page. We reserve the right to update, change, or replace any part of these Terms by posting updates on our website. Changes are effective immediately upon posting, and your continued use of the website constitutes acceptance of those changes. It is your responsibility to check this page periodically for updates.1. Services
1.1 Overview of Services Soundboard provides comprehensive financial management services for sole-proprietors, single-member LLCs, and S-Corps. Our services are designed to support your business's financial health and growth through expert assistance and technology-driven solutions.Our core services include:a) Bookkeeping: We prepare and deliver monthly bookkeeping reports, ensuring your financial records are accurate and up to date.b) Tax Services: We assist with estimating quarterly taxes, facilitate quarterly tax payments, and develop and file annual tax returns (including personal tax returns and business tax returns, where applicable).c) Access to our Small Business Financial Team: We offer opportunities for our customers to speak with financial experts regarding their finance, accounting, bookkeeping, and tax matters. Our team serves as your financial sounding board, providing guidance and answering questions about various aspects of business finance.d) Business Finance Education: We offer resources and consultations to help you better understand your business's financial health, interpret financial reports, and make informed financial decisions.
1.2 Service Delivery and Use of TechnologyTo deliver our Service, we leverage technology to enhance your overall experience.We use proprietary technology to deliver financial reports, collect and process tax-related information, and facilitate communication with our customers. Monthly bookkeeping reports will be delivered through our secure platform on or around the 13th day of the following month, subject to timely receipt of all necessary information from the customer.We also use Intuit Inc.'s QuickBooks Online to provide the Services. If you do not already have an account, you authorize us to create one for you. If you already have an account, you will be required to invite us to serve as your accountant in your onboarding. Your and our use of QuickBooks Online will be governed by Intuit Inc.'s Terms of Use and Privacy Statement, and by authorizing us to create an account for you, you agree to Intuit Inc.'s Terms of Use.1.3 Customer Obligations for ServicesOur provision of the Services requires your active cooperation and timely input. You agree to provide access to all necessary entity, financial, and related information, as well as required access to any relevant systems or services. This includes, but is not limited to, all business transaction information and any other input we request to perform the Services effectively.You are responsible for providing accurate and complete representations, information, and data in a timely manner, and we are not responsible for investigating or verifying that the information you provide is accurate and complete. You agree to respond promptly to any requests for additional information or clarification and to maintain any necessary third-party account access (e.g., bank accounts, credit cards) to allow for efficient data collection. If you become aware of any errors in the data that is provided to us, you commit to use reasonable efforts to investigate and correct those issues.A crucial aspect of our service is the proper separation of business and personal expenses. You are required to make a good faith effort to keep business and personal expenses separate, preferably using different bank and credit card accounts for each. You must clearly distinguish between personal and business expenses in your financial records. Should you be unable to maintain this separation or if you repeatedly do not cooperate with our requests for information or changes, Soundboard, at our sole discretion, may adjust the price of the Service to account for the increased workload or end our relationship with you.You acknowledge that late or insufficient information, access, or input from you may cause delays in the performance of the Services or the inability to provide the Services. For the avoidance of doubt, if our performance of the Services is prevented or delayed by any act or omission by you or your agents, we will not be in breach of our obligations or otherwise liable for any related costs, charges, or losses incurred by you.By agreeing to these terms, you recognize the importance of your role in the successful delivery of our Services and accept these responsibilities. Your cooperation is essential for us to provide you with the high-quality financial management services you expect from Soundboard.1.4 Limitations and DisclaimersThe accuracy and completeness of our Services depend on the information provided by the Customer. We are not responsible for errors or omissions resulting from incorrect or incomplete information supplied by the customer. While we strive to provide accurate tax estimates and filings, the customer bears ultimate responsibility for their tax obligations. We recommend reviewing all tax-related documents before submission.Our expert consultation services are for informational purposes only and do not constitute legal or investment advice.1.5 Audit SupportWhile we strive to ensure the accuracy of your financial records and tax filings, there is always a possibility that you may be audited by tax authorities. In the event of an audit, the following terms apply:We will provide reasonable assistance and support during an audit, including preparing necessary documentation and answering questions related to the financial records and tax filings we have prepared.Our audit support is limited to the financial records and tax filings that we have prepared on your behalf. We will not be responsible for any inaccuracies or omissions in the information provided by you or any third parties. You are responsible for maintaining accurate and complete records and for providing any additional information requested by tax authorities during the audit. You must notify us promptly if you receive any communication from tax authorities regarding an audit.While we will make every effort to assist you during an audit, we cannot guarantee any particular outcome. The customer bears ultimate responsibility for their tax obligations and for complying with all applicable tax laws and regulations.1.6 Modifications to the ServicesWe reserve the right to modify, suspend, or discontinue any part of our services at any time. We will provide notice of any significant changes to our service offerings. You agree that we may add or remove functionality or features, and that we may suspend or stop part of the Services altogether. Similarly, because some of our Services are provided by our personnel, we reserve the right to determine from time to time, in our sole discretion, the personnel assigned to provide the Services to you.1.7 Sole bookkeeperYou agree that we will be your sole bookkeeper, and in performing such Services, we must use, record, classify and reconcile your financial transactions and other data to prepare your books.If you engage another service provider to make changes to your books, or you otherwise make changes to your books directly, while you have engaged us to provide bookkeeping Services, the parties agree to the following remedies, which shall be at our option: (i) we may delay bookkeeping deliverables that are on a deadline, (ii) we may charge standard hourly fees for the additional work required to remediate the situation, and/or (iii) we may terminate your subscription at any time upon written notice. For the avoidance of doubt, this Section does not prevent you from managing invoices and accept payments in QuickBooks, and/or processing payroll through QuickBooks, if applicable.1.8 We provide the Services at your direction and for your benefitWe provide the Services at the request of, and under the direction of, the Customer. The Customer is responsible for all business decisions. We may act upon, and will not have liability for acting upon, instructions in any form (e.g., electronic, written, oral) so long as we reasonably believe that the instructions were given by the Customer. You are responsible for the legality of your instructions to us.We prepare deliverables resulting from the Services (for example, monthly reports, ledgers, etc.) for use by the Customer. In preparing deliverables, you agree that we do not have an obligation to independently verify the accuracy or completeness of any facts provided by you or any third party. If you elect to present any deliverable to any third party, such presentation must be made solely by you and not by or on behalf of us, and you agree to remove any references to us from the deliverable and/or from the presentation.1.9 Unauthorized uses of the ServicesYou agree not to misuse the Services or help anyone else do so. You must not do or try to do any of the following in connection with the Services:a) use the Services (a) to violate any law, statute, ordinance or regulation (including those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising), including, but not limited to, transactions relating to counterfeit goods, stolen goods, illegal or controlled substances, substances that pose a risk to consumer safety, illegal online gambling/wagering, escort services, pyramid schemes, counterfeit goods, the unlicensed sale of firearms, or any type of money laundering;b) process false or inaccurate transactions;c) probe, scan, or test the vulnerability of our system or network;d) breach or otherwise circumvent any security or authentication measures;e) harass or abuse Soundboard personnel or representatives or agents performing services on behalf of Soundboard; orf) request our personnel to act, as your employee, officer, signatory, agent or fiduciary
Except as expressly authorized in the Agreement or by us prior to each instance, you shall not:a) tamper with public or non-public areas of Our Technologyb) provide Our Technology to any third party, use Our Technology as a service bureau, or otherwise violate or circumvent any use limitations or restrictions set forth in the Agreement or Our Technology;c) derive the source code or use tools to observe the internal operation of, or scan, probe or penetrate, Our Technology;d) copy, modify or make derivative works of or reverse engineering Our Technology;e) frame or mirror the Services, Our Technology, or any part thereof;d) use Our Technology: (a) to send spam, duplicative, or unsolicited messages in violation of applicable laws or regulations; (b) to send or store material that violates the rights of a third party; (c) to send or store material containing viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; or (e) for any other illegal or unlawful purpose.
You may not knowingly facilitate or aid a third party in any of the aforementioned activities.1.10 Use of SubcontractorsSoundboard reserves the right to engage qualified subcontractors to assist in providing the Services from time to time. We may, at our discretion, use subcontractors for any part of the Services, including but not limited to bookkeeping, tax preparation, and expert consultations. Soundboard remains responsible for the performance of the Services and for ensuring that any subcontractors comply with the confidentiality and data protection obligations set forth in this Agreement. By agreeing to these Terms of Use, you consent to our use of subcontractors in the delivery of the Services. The Customer further acknowledges and consents to the fact that we may employ third party tax filing preparer services to complete the Customer's tax filing needs. The Customer further acknowledges that any disputes in relation to tax filings will be dealt with directly with the third-party tax preparer, and Soundboard takes no liability in such tax filing errors, if any.1.11 Data SecurityWe implement industry-standard security measures to protect your financial data and maintain confidentiality. However, no method of transmission over the Internet or electronic storage is 100% secure, and we cannot guarantee absolute security.1.12 Regulatory ComplianceWe strive to comply with all relevant laws and regulations in the provision of our Services. However, you are ultimately responsible for ensuring your business practices meet all applicable legal requirements.2. Technology and Data
2.1 Our Technology; Internal SoftwareTo facilitate the provision of the Services, we provide you (a "User") with access to and use of functionality of website(s), cloud software services, software tools, automated forms and other technologies developed by or for us (collectively, "Our Technology"). You are responsible for: (a) the confidentiality of any log in credentials that are in your possession; (b) the safe and secure use of Our Technology, and (c) your compliance with the Agreement and applicable laws. You must notify us promptly if you become aware, or reasonably suspect, that your account's security has been compromised.To efficiently provide the Services, we use certain internal technologies and tools developed by or for us, such as integrations with Third-Party Services, software rules, checklists and other technologies (collectively, “Internal Software“). You agree to reasonably cooperate with us to enable us to use Internal Software in the provision of the Services.2.2 “Customer Data“ and Data useSoundboard will use “Customer Data“ to deliver the Services agreed hereunder and for the business purposes described therein. “Customer Data“ is defined as all data and information that you, the Customer, provide to us, including but not limited to, financial records, transaction details, personal information, and any other data submitted by you or on your behalf in connection with the use of our Services. By subscribing to our Services, you expressly consent to such use, including the use of Customer Data in Third-Party Services required for the provision of our Services.2.3 Intellectual Property RightsYou retain all rights, title, and interest, including all Intellectual Property Rights, in and to all Customer Data you provide to us. We do not claim any ownership rights to your Customer Data. By providing Customer Data to us, you grant us and our subcontractors a limited, non-exclusive license to use, process, and store Customer Data solely for the purpose of providing, protecting, and improving the Services and to fulfill our obligations under this Agreement.We retain all rights, title, and interest, including all Intellectual Property Rights, in and to our technology, software, and tools used to provide the Services (“Our Technology“). This includes, but is not limited to, any website(s), cloud software services, software tools, and automated forms developed by or for us. You are granted a non-exclusive license to use Our Technology solely for the purpose of utilizing the Services during the term of the Agreement. All rights not expressly granted to you in this Agreement are reserved by us.Each party represents and warrants that it has the authority, including any necessary consents, to grant the licenses specified in this section.2.4. Third-Party Technology ServicesOur Services, Our Technology and Internal Software can transfer data from or to, or integrate with, Third-Party Technology Services. We do not endorse or make any representation, warranty or promise regarding, and do not assume any responsibility for, any Third-Party Service. You agree to abide by the terms of your agreements for any Third-Party Services and indemnify us and hold us harmless from any claim related to a breach by you of any such agreement or from any instructions by you to us that would constitute a breach of any such agreement. We have no obligation to provide support for Third-Party Services and do not guarantee the initial or continuing interoperability of the Services, Our Technology and Internal Software with any Third-Party Services. If a Third-Party Provider ceases to make the Third-Party Services available for interoperation with Our Technology or Internal Software for any reason, we may cease providing certain features of Our Technology and/or modify the Services without liability.2.5 FeedbackIf you provide feedback, ideas, requests, recommendations or suggestions about the Services (collectively, "Feedback"), then we may use that information without obligation to you, and you grant Soundboard a non-exclusive, worldwide, perpetual, irrevocable license to use, reproduce, incorporate, disclose, and sublicense the Feedback for any purpose.2.6 California Consumer Privacy Act and Virginia Consumer Data Protection ActThe following terms apply to the extent and while you are subject to the CCPA or VCDPA and Soundboard processes personal information (as defined in the CCPA) or personal data (as defined in the VCDPA) as part of Customer Data ("Personally Identifiable Customer Data"):Soundboard agrees that it shall not: (a) sell or share any Personally Identifiable Customer Data; (b) retain, use, or disclose Personally Identifiable Customer Data outside the purposes specified in the Agreement or our direct business relationship with you, or (c) combine Personally Identifiable Customer Data with personal data obtained from other sources as prohibited by the CCPA, except, with respect to (b) and (c), as may be otherwise permitted under the CCPA. As used in this clause, the terms "sell" and "share" have the meaning given to them in the CCPA.Each of Soundboard and you acknowledges and agrees that: (i) the Personally Identifiable Customer Data is disclosed to Soundboard only for the limited and specified purpose of Soundboard's performance of obligations and exercise of rights under the Agreement, as described herein and in the Soundboard Privacy Policy; (ii) with respect to Personally Identifiable Customer Data, Soundboard will comply with all applicable obligations under the CCPA or VCDPA, as applicable, and provide the level of privacy protection required of service providers under the CCPA or VCDPA, as applicable; (iii) you have the right to take reasonable and appropriate steps to help ensure that Soundboard uses the Personally Identifiable Customer Data in a manner consistent with Soundboard's obligations under the CCPA or VCDPA, as applicable, and the Agreement; (iv) Soundboard must notify you if Soundboard determines that it can no longer meet its obligations under the CCPA and the Agreement; (v) you have the right, upon notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of Personally Identifiable Customer Data; and (vi) you shall comply with your obligations as a business or controller under the CCPA and/or VCDPA, as applicable. As used in this clause, the term "business" has the meaning given to it in the CCPA and "controller" has the meaning given to it in the VCDPA.3. Confidentiality
3.1. Confidential Information defined"Confidential Information" means information of one party (or its Affiliates) disclosed to the other party ("recipient") pursuant to the Agreement that is marked as confidential or would normally be considered confidential information under the circumstances. Confidential Information does not include information that (i) is known to the recipient without a confidentiality obligation prior to its disclosure to the recipient, (ii) is independently developed by the recipient without use of the other party's Confidential Information, (iii) is rightfully shared with the recipient by a third party without confidentiality obligations, or (iv) was or becomes publicly known through no fault of the recipient.3.2. Non-use and non-disclosure obligationsSubject to Sections 3.3 and 3.5, the recipient will (a) use the other party's Confidential Information only to exercise rights and fulfill obligations under the Agreement, and (b) use reasonable care to protect against unauthorized disclosure of the other party's Confidential Information to any parties other than the recipient's Delegates who need to know it and who have a legal obligation to keep it confidential. The recipient agrees to ensure that its Delegates are subject to the same or substantially similar non-disclosure and non-use obligations.3.3. Permitted disclosure of Confidential Information3.3.1. GeneralRegardless of any other provision in the Agreement, the recipient or its Affiliates may disclose the other party's Confidential Information (a) in accordance with a Legal Process, subject to Section 3.3.2 (Legal Process notification); (b) with the other party's written consent; or (c) in connection with performing its obligations and/or enforcing its rights under the Agreement.3.3.2. Legal Process notificationThe recipient will use commercially reasonable efforts to notify the other party before disclosing that party's Confidential Information in accordance with Legal Process. Notice is not required before disclosure if the recipient is legally prohibited from giving notice.3.3.3. OppositionThe recipient and its Affiliates will comply, at the expense of the other party, with the other party's reasonable requests to oppose disclosure of its Confidential Information pursuant to Legal Process.3.3.4 Expenses of ProductionIf (a) you request that we, or (b) we are required by law or Legal Process in a proceeding or investigation to which we are not a named party to, produce documents or personnel as witnesses, or to otherwise make information relating to the Services available to a third party, you agree to reimburse us for our professional time, at our then-current standard hourly rates, and expenses, including reasonable attorneys' fees and expenses, incurred in producing documents or personnel or providing information pursuant to such requests or requirements.3.4 Injunctive ReliefThe parties agree that a breach of the recipient's confidentiality obligations in this Section 3 may cause irreparable damage, which money cannot satisfactorily remedy, and therefore the other party may seek injunctive relief for any threatened or actual breach of Section 3 without the need to prove damages or post a bond or other surety.3.5 Third-Party InfrastructureThe Services, Our Technology and Internal Software operate over the internet via networks only part of which are within our control. Our obligations in Section 3.2 apply only to networks and equipment within our control, and we are not responsible for any delay, loss, interception, or alteration of Customer Data or other Confidential Information on a network or infrastructure outside of our control.4. Fees and Payment
4.1 Subscription FeesWe base our subscription fees for Services on certain facts about your business. You agree to provide us with complete and accurate information so we can determine the applicable subscription. If the information is not complete or accurate, materially changes, or you request an expanded or different scope of subscription Services, we may propose a subscription that corresponds to the revised information or your request and reserve the right to terminate the affected Services or the Agreement without liability if we are unable to reach an agreement with you on the revised subscription.4.2 Fee and scope updatesFrom time to time, we may update our prices for the Services, or, as our Services evolve, we may change the scope of, or subscription model for our Services. If we increase your subscription fees and/or materially change the scope of subscription Services we provide to you, we will provide you with advance written notice of such increase or change at least 30 days prior to your next Renewal Period. If you do not terminate your subscription within such 30-day period, you agree that your continued use of the Services constitutes your agreement to pay, and your authorization for us to collect payment from you in accordance with the payment terms set forth in this Agreement.4.3 PaymentSoundboard collects payment for fees payable under the Agreement via Credit Card or ACH transfer. Payment information will be requested at the onset of a new subscription.4.4 Taxes and FeesSoundboard Fees are exclusive of taxes. If applicable, the Customer is responsible for taxes as part of their subscription.5. Term and Termination
5.1. Initial Term and Billing CycleThis Agreement becomes effective on the date you accept these terms ("Effective Date"). Your initial subscription term begins on this date and continues until the end of the current month ("Initial Term").Billing occurs as follows:a) The first payment is due on the Effective Date and covers services for the current month.b) Starting in the second month, you will be billed on the 1st of each month for services to be provided during that month.
For example, if you sign up on July 15th:- You will pay on July 15th for services from July 1st to July 31st (i.e. the July Books which will be delivered in August)- On August 1st, you‘ll be billed for the month of August (i.e. the August Books which will be delivered in September)- This cycle continues with billing on the 1st of each subsequent month
5.2. Automatic RenewalYou agree that the ongoing subscription will be automatically collected each month unless either party provides written notice of non-renewal. There may not be any reminders when your account will renew. By agreeing to these Terms of Use, you are agreeing to recurring automatic billing. To continue your subscription, no action is required on your end. Your subscription will automatically renew, and your payment method on file will be processed for the next term.If we do not have a current payment on file, your subscription will expire, and the Services will not be performed until outstanding payments are made. If this is the case, you will be prompted to renew when you login or contacted by a member of the Soundboard team. As soon as you renew, the Services will resume.5.3. Termination / Non-RenewalEither party may terminate the Agreement if the other party has materially breached the Agreement upon written notice to the breaching party of the breach and an opportunity to cure of at least 30 days.We may withdraw from providing any or all of the Services at any time by providing notice of termination of the Agreement or specific Services to you via the email address we have on file. In the event we terminate the Agreement or any Services for any reason other than a breach of the Agreement by you, we will give a refund of prepaid fees for unelapsed months of the terminated Services. For the avoidance of doubt, you agree that we will not be obligated to issue a refund if our withdrawal is caused by your breach of the Agreement, including your failure to pay any fees when due or to timely provide information, systems access, or input that we have reasonably requested for the provision of the Services.You may stop using the Services at any time without cause, however we will not be obligated to provide a refund of any prepaid subscription fees.5.4. Effect of TerminationIn the event your subscription to our Services ends, we will be available to transfer to you the “primary administrator“ status for the QuickBooks Online account that was maintained for you by Soundboard, so that you can elect to maintain that subscription with Intuit or export your data.After termination of the Agreement or any specific Services, any support or information production related to the terminated Services shall be at our sole discretion. We do not guarantee the availability of any documents or information after such termination. You agree that it is your responsibility to retain and protect your records for possible future use, including potential examination by any government or regulatory agencies.5.5. SurvivalSections 2.2, 2.3, 2.4, 2.7, 5.4, 5.5, and 8 – 13 (inclusive) will survive the termination or expiration of the Agreement. Sections 2.8 and 3 will survive for three years after termination or expiration of the Agreement, and Section 6 will survive for the period set forth therein.6. Personnel Non-Solicitation
We incur recruiting, training, education and other non-recoverable costs for the personnel assigned to provide the Services to you. We are willing to incur such costs in reliance on your promises in this Section. You agree not to solicit for hire, directly or indirectly, on behalf of yourself or for any third party, any then-current employee or contractor of ours who has been made known to you in connection with the Services (“Covered Personnel“) during the term of the Agreement and for one year thereafter. This Section does not prohibit you from soliciting or hiring any individual as a result of a general employment advertisement not specifically directed at Covered Personnel.7. Using the Services on behalf of others
If you are using the Services on behalf of another individual or entity, you represent and warrant that you have all the authorizations and rights necessary and sufficient to do so.8. Disclaimer of Warranties; Limitation of Liability
We do not guarantee, represent, or warrant that your use of our service will be uninterrupted, timely, secure or error-free.We do not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties, or conditions of any kind, either express or implied.In no case shall Soundboard, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.9. Indemnification
You agree to indemnify, defend and hold harmless Soundboard and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, from any claim or demand, including reasonable attorneys's fees, made by any third-party due to or arising out of your breach of these Terms of Use or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.10. Electronic notices
We will communicate with you via the email associated with your account or the Services's user interface. It is your responsibility to keep your Services account email address up to date so that you are able to receive electronic communications from us.11. Severability
In the event that any provision of these Terms of Use is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Use, such determination shall not affect the validity and enforceability of any other remaining provisions.12. Termination
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.This Agreement is effective unless and until terminated by either you or us. You may terminate these Terms of Use at any time by notifying us that you no longer wish to use our Services.13. Entire Agreement
The failure of us to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision.These Terms of Use and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Use).Any ambiguities in the interpretation of these Terms of Use shall not be construed against the drafting party.14. Governing Law
These Terms of Use and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Any claim or dispute between you and Soundboard that arises in whole or in part from your use of the website, services, privacy policy, or these Terms of Use shall be decided exclusively by an arbitrator located in New Castle County, Delaware, in accordance with the arbitration provision below.15. Arbitration
You agree to resolve any disputes, controversies, or claims between you and Soundboard arising from or relating to the use of the website, services, privacy policy, or these Terms of Use through binding and final arbitration instead of through court proceedings. You and Soundboard hereby waive any right to a jury trial and agree that all claims shall be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association ("AAA Rules"). The arbitration will be heard and determined in New Castle County, Delaware, before a single arbitrator. The arbitrator's decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs, or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of governmental agencies.16. Class Action Waiver
You agree not to act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any claim arising from or relating to use of the Website, Services, Privacy Policy, or these Terms of Use. Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only your individual claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.17. No Publicity
Neither party shall make any public statement about the Agreement or the relationship of the parties governed by the Agreement that identifies the other party without the other party's prior written consent, except that while you are a customer, we may use your name / logo in customer lists on an equal footing with other customers.18. Changes to Terms of Use
As a reminder, you can review the most current version of the Terms of Use at any time at this page. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Use by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Use constitutes acceptance of those changes.19. Contact Information
Questions about the Terms of Use should be sent to us via email at hello@joinsoundboard.com
