Terms of Service

First Version Published October 6, 2020

PLEASE READ THIS LEGAL DOCUMENT CAREFULLY. Oda, Inc. (together with our affiliates, “Oda”, “we”, or “us”) provides a live music experience membership and related products, services, content and features through the Oda website (the “Oda Site”), the interfaces connected through mobile, desktop, or device applications (including iOS and Android applications (“Apps”)) and Oda-related social media. The Oda Site and Apps, along with the speaker and social media pages are collectively called the “Oda Service” or “the Services”. By registering as a member or by visiting, browsing, or using the Oda Service in any way, you (as a “user”) accept and agree to be bound by these Terms of Service (“Terms”), which forms a binding agreement between you and Oda.

PLEASE READ: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 20). READ CAREFULLY, INCLUDING YOUR RIGHT, IF APPLICABLE, TO OPT OUT OF ARBITRATION. EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 20 BELOW, OR WHERE PROHIBITED BY LAW, BY ENTERING INTO THESE TERMS YOU EXPRESSLY AGREE THAT DISPUTES BETWEEN YOU AND ODA WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU HEREBY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-⁠WIDE ARBITRATION.

If you do not wish to be bound by these Terms, please do not access or use the Oda Service. Certain elements of the Oda Service may be subject to additional terms and conditions specified from time to time; your use of those elements of the Oda Service is subject to those additional terms and conditions, which are incorporated into these Terms by this reference.

1. Who May Use the Oda Service

You must be at least 18 years old, or the age of legal majority in your jurisdiction of residence, to register with and use the Oda Service. We may, in our sole discretion, refuse to offer the Oda Service to any person or entity and change the eligibility criteria at any time. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules and regulations applicable to you, and the right to access and use the Oda Service is revoked where these Terms or use of the Oda Service is prohibited or conflicts with any applicable law, rule or regulation. Further, the Oda Service is offered only for your personal, non-commercial use, and not for the use or benefit of any third party.

2. License to Use the Oda Service

Subject to your compliance with these Terms and solely for so long as you are permitted by us to access and use the Oda Service, Oda grants you a limited, non-transferable, non-exclusive, revocable right and license to access and use the Oda Service for your own personal, non-commercial purposes, a right which may not be assigned or sublicensed to anyone. This license includes the right to listen to Content (defined below) available on the Oda Service and the right to download one copy of the application to any single device for your personal, non-commercial home use only, provided you keep intact all copyright and other proprietary notices. This license grant is subject to you agreeing to and abiding by the provisions on intellectual property and DMCA included in these Terms. This license will remain in effect unless and until you violate these Terms or this license is terminated by you or Oda.

Except as expressly permitted in writing by an authorized representative of Oda, you will not reproduce, redistribute, sell, transfer, create derivative works from, decompile, reverse engineer, or disassemble the Oda Service and Content, nor will you take any measures to interfere with or damage the Oda Service. Unless otherwise specified, copying or modifying any Content or using Content for any purpose other than your personal, non-commercial use of the Oda Service, including use of any such Content on any other website or networked computer environment, is strictly prohibited. All rights not expressly granted by Oda in these Terms are reserved.

3. Privacy

Our Privacy Policy forms a part of these Terms. Please review the Privacy Policy.

4. Membership Requirements Registration

To enjoy full access to the Oda Service, you must register as a member of the Oda Service and enter into a Membership agreement for access to our live and on-demand classes, Content and features (a “Membership”). You must provide complete and accurate registration information to Oda, in order to complete the Membership process, and notify us if any of your information changes. If you fail to keep your account information up to date, we may have to suspend or terminate your Membership.

Profile Information. You may not use someone else’s name, or any name, location, other public profile information or image that violates any third party rights, is against the law, or that is offensive, obscene or otherwise objectionable (in Oda’s sole discretion).

Account Security. You are responsible for all activity that occurs under your account, including any activity by unauthorized users. You may not allow others to use your account. You must safeguard the confidentiality of your password, and if you are using a device that others have access to, log out of your account after using the Oda Service. If you become aware of an unauthorized access to your account, change your password and notify our Support team immediately.

5. Membership Structure and Fees

Oda will provide information on its then-current in-studio membership and Membership requirements on the Oda Site and/or by other means through the Oda Service. Features and prices are subject to change.

6. Sale of Products

Oda accepts orders for the Oda Speakers and any other merchandise, apparel or accessories that we may offer through the Oda Site or at Oda retail showrooms. Unfortunately, availability of products cannot be guaranteed. Please note that product, service and other information provided is subject to corrections and changes without notice. Graphics and diagrams are for illustrative purposes only and may not accurately reflect actual product availability. Colors, styles and other variants depicted are for illustration only and are subject to change. Errors will be corrected where discovered, and we reserve the right to revoke any stated offer and to correct any errors, inaccuracies or omissions.

Unless otherwise specified at the time of purchase, you must pay for products when you place the order. All products ordered will be delivered to the shipping address you provide. We reserve the right to cancel an order placed by you at any time and for any lawful reason prior to our delivery of the product(s) and receipt of payment in full from you, provided that we will refund any fees that you prepaid for those products if we cancel. We may send an acknowledgment of receipt of your order to the email address you provide and/or proof of purchase information through the Oda Site or to your email address after your payment has been processed. Please see our Warranty and Return Policy for further information about Oda products.

7. Termination; Account Deletion

Term. These Terms begin on the date you first use the Oda Service and continue as long as you have an account with us and/or continue to use the Oda Service.

Termination. Oda may, in Oda’s sole discretion, suspend, disable, or delete your account (or any part thereof) or block or remove any User Content (defined below) that you submitted, for any lawful reason, including if Oda determines that you have violated these Terms or that your conduct or User Content would tend to damage Oda’s reputation or goodwill. If Oda deletes your account, you may not re-register for or use the Oda Service under any other user name or profile. Oda may block your access to the Oda Service to prevent re-⁠registration.

Effect of Termination / Account Deletion. Upon termination of these Terms all licenses granted by Oda will terminate. The following sections survive termination: Privacy (Section 3), User Content (Section 8), Indemnification (Section 12), No Warranties (Section 15), Limitation of Liability (Section 16), Safety Warnings (Section 17), Intellectual Property (Section 18), Arbitration Requirement & Class Action Waiver (Section 20), Contracting Entities, Governing Law and Jurisdiction (Section 21), and all general provisions. In the event of account deletion for any reason, User Content may no longer be available and Oda is not responsible for the deletion or loss of such User Content. For clarity, if you cancel your Membership or it is terminated for any reason, you will lose access to all live and on-demand classes and any other Content or features provided through the Oda Service. Oda, in its sole discretion, may make available a very limited amount of Content or features to non-subscribers from time to time, and any use of that Content is governed by these Terms.

8. User Content

“Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Oda Service; and (ii) ”User Content” means any content that users (including you) provide to be made available through the Oda Service. Content includes, without limitation, User Content.

Any User Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content submitted by or on behalf of you is accurate, complete, up-to-date, and in compliance with these Terms and with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you using the Oda Service is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. To the full extent permitted by law, we make no representations, warranties or guarantees with respect to any Content that you access on or through the Oda Service.

As between you and Oda, you represent that you own (or have all rights necessary to grant Oda the rights below to) all User Content that you submit to the Oda Service, and that Oda will not need to obtain licenses from any third party or pay royalties to any third party in order to use such User Content. You grant Oda a worldwide, perpetual, irrevocable, non-exclusive, sublicensable (through multiple tiers), transferable royalty-free license and right to use, copy, transmit, distribute, publicly perform and display (through all media now known or later created), edit, modify, and make derivative works from your User Content (including, without limitation, translations) for any purpose whatsoever, commercial or otherwise, without compensation to you. In addition, you waive any so-called “moral rights” or rights of privacy or publicity in your User Content. You further grant all users of the Oda Service permission to view your User Content for their personal, non-commercial purposes. If you make suggestions to Oda or through the Oda Service about improving or adding new features or products to the Oda Service or you otherwise provide feedback, product or service reviews or testimonials, you hereby grant to Oda a worldwide, perpetual, irrevocable, non-exclusive, sublicensable (through multiple tiers), transferable royalty-free license and right to use, copy, modify, create derivative works based upon and otherwise exploit your suggestions, feedback, reviews and testimonials for any purpose (including for marketing), without any notice, compensation or other obligation to you.

You can remove your User Content by specifically deleting it. However, in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Oda Service. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

9. Rights and Terms for Apps

Rights in App Granted. Subject to your compliance with these Terms, Oda grants to you a limited non-exclusive, non-transferable, revocable license, with no right to sublicense, to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal non-commercial purposes. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not:

  1. copy, modify or create derivative works based on the App;
  2. distribute, transfer, sublicense, lease, lend or rent the App to any third party;
  3. reverse engineer, decompile or disassemble the App; or
  4. make the functionality of the App available to multiple users through any means.

Oda reserves all rights in and to the App not expressly granted to you under these Terms.

Accessing App from an App Store. The following terms apply to any App accessed through or downloaded from any app store or distribution platform (like the Apple App Store or Google Play) where the App may now or in the future be made available (each an “App Provider”). You acknowledge and agree that:

  • These Terms are between you and Oda, and not with the App Provider, and Oda (not the App Provider), is solely responsible for the App.
  • The App Provider has no obligation to furnish any maintenance and support services with respect to the App.
  • In the event of any failure of the App to conform to any applicable warranty, you may notify the App Provider, and the App Provider will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Oda.
  • The App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to:
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  • In the event of any third party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, Oda will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.
  • The App Provider and its affiliates are third-party beneficiaries of these Terms as related to your license to the App, and that, upon your acceptance of the Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against you as a third-party beneficiary thereof.
  • You represent and warrant that
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  • You must also comply with all applicable third party terms of service when using the App.

10. General Prohibitions and Oda’s Enforcement Rights

You agree not to do any of the following:

  1. Post, upload, publish, submit or transmit any User Content or engage in any activity that:
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  2. Download and/or install any third party software and/or application on any Oda hardware (excluding assistive technologies that are necessary for your own use of the Oda Service, such as screen-readers) that is not expressly permitted by Oda in writing;
  3. Use, display, mirror or frame the Oda Service or any individual element within the Oda Service, Oda’s name, any Oda trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Oda’s express written consent;
  4. Access, tamper with, or use non-public areas of the Oda Service, Oda’s computer systems, or the technical delivery systems of Oda’s providers;
  5. Attempt to probe, scan or test the vulnerability of any Oda system or network or breach any security or authentication measures;
  6. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Oda or any of Oda’s providers or any other third party (including another user) to protect the Oda Service or Content;
  7. Bypass any territorial restrictions, including IP address-based restrictions, that may be applied to the Oda Service;
  8. Attempt to access, scrape or search the Oda Service or Content or download Content from the Oda Service, including through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools, plugins, add-ons or the like), other than the software and/or search agents provided by Oda or other generally available third-party web browsers;
  9. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
  10. Use any meta tags or other hidden text or metadata utilizing a Oda trademark, logo URL or product name without Oda’s express written consent;
  11. Use the Oda Service or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms or permitted expressly in writing by Oda;
  12. Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Oda Service or Content to send altered, deceptive or false source-identifying information;
  13. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Oda Service or Content;
  14. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Oda Service;
  15. Collect or store any personally identifiable information from the Oda Service from other users of the Oda Service without their express permission;
  16. Copy, use, index, disclose or distribute any information or data obtained from the Oda Service, whether directly or through third parties (such as search engines), without Oda’s express written consent;
  17. Alter, replicate, store, distribute or create derivatives from the Content available via the Oda Service except as expressly permitted in writing by Oda;
  18. Impersonate or misrepresent your affiliation with any person or entity;
  19. Access, use or exploit the Oda Service in any manner (other than as expressly permitted by these Terms), including to build, develop (or commission the development of), replicate, or consult upon any product or service that may compete (directly or indirectly) with Oda or the Oda Service;
  20. Violate any applicable law or regulation; or
  21. Encourage or enable any other individual to do any of the foregoing.

Although we’re not obligated to monitor access to or use of the Oda Service or Content or to review or edit any User Content, we have the right to do so for the purpose of operating the Oda Service, to ensure compliance with these Terms, to comply with applicable law or other legal requirements and to maintain the integrity and reputation of the Oda Service and Oda’s systems. We reserve the right, but are not obligated, to remove or disable access to any User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any User Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Oda Service. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

11. Member Interactions

When interacting with other Oda members, you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other people you don’t know. Your participation, correspondence or personal or business dealings with any third party found on or through the Oda Service, whether regarding payment or delivery of specific goods and services, donations or fundraisers, and any other terms, conditions, representations or warranties associated with such dealings, are solely between you and such third party. 

12. Indemnification

You agree to indemnify, defend, and hold harmless Oda and its directors, officers, employees, and agents, from and against all claims, damages, losses and costs that arise from or relate to

  1. your activities on the Oda Service,
  2. any User Content submitted by or on behalf of you or
  3. your violation of these Terms.

13. Third Party Software and Applications

Downloading and/or installing any third party software and/or applications that are not expressly authorized by Oda on any Oda hardware constitutes a breach of these Terms; any such downloading or installation is done at your own risk and may void any applicable warranty or support commitments by Oda.

14. Third Party Links and Content

There may be links on the Oda Service that let you leave the particular Oda Service you are accessing in order to access a linked site that is operated by a third party. Oda neither controls nor endorses these sites, nor has Oda reviewed or approved the content that appears on them. Oda is not responsible for the legality, accuracy or inappropriate nature of any content, advertising, products or other materials on or available from any such third party sites. You acknowledge and agree that Oda is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the access or use of any of the links, content, goods or services available on or through these third party sites.

15. No Warranties

Oda reserves the right to modify the Oda Service, including, but not limited to updating, adding to, enhancing, modifying, removing or altering any Content or features of the Oda Service, at any time, in its sole discretion. Oda has no obligation to screen or monitor any Content and does not guarantee that any Content available on the Oda Service is suitable for all users or that it will continue to be available for any length of time.

Oda provides the Oda Service on an “AS IS” and “AS AVAILABLE” basis. You therefore use the Oda Service at your own risk. Other than as expressly provided in writing by Oda in connection with your purchase of a Oda product, to the extent permitted by law, Oda expressly disclaims any and all warranties of any kind, whether express or implied, including, but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, quiet enjoyment and any other warranty that might arise under any law. Without limiting the foregoing, Oda makes no representations or warranties:

  • That the Oda Service is or will be permitted in your jurisdiction;
  • That the Oda Service will be uninterrupted or error-⁠free;
  • Concerning any Content, including User Content;
  • Concerning any third party’s use of User Content that you submit;
  • That the Oda Service will meet your personal or professional needs;
  • That Oda will continue to support any particular feature of the Oda Service; or
  • Concerning sites and resources outside of the Oda Service, even if linked to from the Oda Service.

To the extent that another party may have access to or view Content on your device, you are solely responsible for informing such party of all disclaimers and warnings in these Terms. TO THE EXTENT ANY DISCLAIMER OR LIMITATION OF LIABILITY DOES NOT APPLY, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL APPLICABLE EXPRESS, IMPLIED, AND STATUTORY WARRANTIES WILL BE LIMITED IN DURATION TO A PERIOD OF 30 DAYS AFTER THE DATE ON WHICH YOU FIRST USED THE ODA SERVICE, AND NO WARRANTIES SHALL APPLY AFTER SUCH PERIOD.

16. Limitation of Liability

To the fullest extent permitted by law:

  1. Oda shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, economic or pure economic losses, goodwill, use, data, service interruption, computer damage, system failure, inability to use the Oda Service or Content or other intangible losses, even if a limited remedy set forth herein is found to have failed its essential purpose; and
  2. Oda’s total liability to you for all claims, in the aggregate, will not exceed the amount actually paid by you to Oda over the 12 months preceding the date your first claim(s) arose.

If you live in a jurisdiction that does not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation does not apply to you. To the extent that one or any aspect of Oda’s limitations set out above does not apply, all remaining aspects survive. The exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between Oda and you.

17. Intellectual Property

Subject to your compliance with this Agreement, and solely for so long as you are permitted by us to access and use the Oda Service, you may download copies of applications associated with the Oda Service to devices you own or control for your personal, non-commercial use of the Oda Service and for no other purpose whatsoever, provided you keep intact all copyright and other proprietary notices. Subject to your compliance with this Agreement, and solely for so long as you are permitted by us to access and use the Oda Service, Oda hereby grants you a limited, revocable, non-exclusive, non-transferable right and license to access and use the content made available on the Oda Service for your personal, non-commercial use of the Oda Service and for no other purpose whatsoever. Unless otherwise specified, copying or modifying any content or using content for any purpose other than your personal, non-commercial use of the Oda Service, including use of any such content on any other website or networked computer environment, is strictly prohibited.

The Oda name, logos and affiliated properties, designs and marks are the exclusive property of Oda and/or our affiliates, whether registered or unregistered, and may not be used in connection with any product or service that is not ours, or in any manner that is likely to cause confusion as to our endorsement, affiliation or sponsorship of any person, product or service. Nothing contained on the Oda Service should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of our trade names, trademarks or other intellectual property without our express prior written consent.  You may not represent yourself to be an authorized reseller of the Oda Service, or suggest any endorsement or partnership with Oda without our express prior written consent. If you plan to use the Oda in connection with any commercial activity (aside from the individual sale of a Oda by a consumer who purchased the Oda for personal use), you must receive prior consent from Oda.  Oda reserves the right to request any changes or removal of Oda hardware displayed in any commercial setting (e.g., an auction, showroom, conference, live demonstration, event, etc.).

Any other trademarks appearing on the Oda Service are trademarks of their respective owners. Our partners or service providers may also have additional proprietary rights in the content that they make available through the Oda Service. All rights not expressly granted in this Agreement are reserved.

18. DMCA

Oda will promptly remove materials from the Oda Site and Oda Service in accordance with the Digital Millennium Copyright Act (“DMCA”) if properly notified that the materials infringe a third party's copyright. In addition, Oda may, when appropriate, terminate the accounts of repeat copyright infringers.

Filing a DMCA Notice to Remove Copyrighted Content - for Copyright Holders. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us with a written notice containing the following information:

  1. Your name, address, telephone number, and email address.
  2. A description of the copyrighted work that you claim has been infringed.
  3. A description of where on the Oda Site the material that you claim is infringing may be found, sufficient for Oda to locate the material (e.g., the URL).
  4. A statement that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law.
  5. A statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
  6. Your electronic or physical signature.

You may submit this information, or any counternotice, via:

Oda Inc.

295 East 8th street, Basement

New York, NY 10009

Attn: Legal 

Oda may disclose any communications concerning DMCA notices or other intellectual property complaints with third parties, including the users who have posted the allegedly infringing material.

If you have questions about the legal requirements of a DMCA notice, please contact an attorney or see Section 512(c)(3) of the U.S. Copyright Act, 17 U.S.C. § 512(c)(3), for more information. If you have questions about the legal requirements of a DMCA counter-notification, please contact an attorney or see Section 512(g)(3) of the U.S. Copyright Act, 17 U.S.C. § 512(g)(3), for more information.

19. Intellectual Property Acknowledgment

You acknowledge that the Oda Service contains software and other content that is protected by copyrights, patents, trademarks, trade secrets or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All Oda-generated content, and content provided to Oda by its partners and licensors, is copyrighted individually and/or as a collective work under the U.S. copyright laws and all applicable international copyright (or equivalent) laws in all jurisdictions and protected under other intellectual property laws worldwide; further, as between you and Oda, Oda own intellectual property rights in the selection, coordination, arrangement and enhancement of all content in the Oda Service.

20. ARBITRATION REQUIREMENT & CLASS ACTION WAIVER

  1. Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Oda agree that the U.S. Federal Arbitration Act (or equivalent laws in the jurisdiction in which the Oda entity that you have contracted with is incorporated) governs the interpretation and enforcement of these Terms and that you and Oda are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
  2. Exceptions and Opt-out. As limited exceptions to Section 20(a) above:
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  3. In addition, you will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by regular mail sent to the attention of Oda’s Legal Department at the Oda address set out in Section 24 below within 30 days following the date you first agree to these Terms.
  4. Initial Dispute Resolution and Notification. You agree that before initiating any Dispute or arbitration proceeding, we will attempt to negotiate an informal resolution of any dispute. To begin this process, before initiating any arbitration proceeding, you must send a Notice of Dispute (“Notice”) by certified mail to the attention of Oda’s Legal Department at the Oda address set out in Section 24 below. In the Notice, you must describe the nature and basis of the Dispute and the relief you are seeking. If we are unable to resolve the Dispute within 45 days after Oda’s receipt of the Notice, then you or Oda may initiate arbitration proceedings as set out below.
  5. Conducting Arbitration and Arbitration Rules. Any arbitration will be conducted by JAMS pursuant to its Streamlined Arbitration Rules and Procedures (the “JAMS Rules”) then in effect, except as modified by these Terms. The JAMS Rules are available at www.jamsadr.com or by calling 1-800-352-5267. A party who wishes to start arbitration must submit a written Demand for Arbitration to JAMS and give notice to the other party as specified in the JAMS Rules. JAMS provides a form Demand for Arbitration at www.jamsadr.com. JAMS will appoint an arbitrator that is either
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  6. If JAMS fails or declines to conduct the arbitration for any reason, we will mutually select a different arbitration administrator. If we cannot agree, a court will appoint a different arbitration administrator.
    Any arbitration hearings will take place in the county (or other municipality) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. During the arbitration, both you and Oda may take one deposition of the opposing party, limited to 4 hours. If we cannot agree on a time and location for a deposition, the arbitrator will resolve any scheduling disputes.
  7. Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules. If you assert a claim against Oda, you will be responsible for paying a $250 consumer filing fee. Oda will pay for all other filing, administration and arbitrator fees and expenses. If your Dispute is for less than U.S. $10,000 (including attorneys’ fees and costs) and the arbitrator, upon final disposition of the case, finds your Dispute was not frivolous, Oda will reimburse your initial filing fee. If we prevail in arbitration, we will pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
  8. Class Action Waiver. YOU AND ODA AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, neither JAMS nor the arbitrator may not consolidate another person’s claims with your claims or otherwise preside over any form of a representative or class proceeding for any purpose. If this specific provision is found to be unenforceable, then the entirety of this Section 20 shall be null and void.
  9. Effect of Changes on Arbitration. Notwithstanding the provisions of Section 25 “Modification”, if Oda changes any of the terms of this Section 20 after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or the date of Oda’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Oda in accordance with the terms of this Section 20 as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
  10. Severability. With the exception of any of the provisions in Section 20(e) above, if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

21. Contracting Entities, Governing Law and Jurisdiction

These Terms shall be governed by the laws of the State of New York, United States of America, without regard to principles of conflicts of law. If your contract for the Oda Service is with another Oda entity, these terms shall be governed by the laws of the jurisdiction under which that Oda entity is incorporated, without regard to principles of conflicts of law. 

 

22. Interpretation; Severability; Waiver; Remedies

Headings are for convenience only and shall not be used to construe these Terms. If any term of these Terms is found invalid or unenforceable by any court of competent jurisdiction, that term will be severed from these Terms. No failure or delay by Oda in exercising any right hereunder will waive any further exercise of that right. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Oda. Oda’s rights and remedies hereunder are cumulative and not exclusive.

23. Successors; Assignment; No Third Party Beneficiaries

These Terms are binding upon and will inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. You may not assign or transfer these Terms without Oda’s prior written consent. Oda may assign its rights, obligations and/or these Terms at any time in its sole discretion without notice to you.

24. Notices

You consent to receive all communications including notices, agreements, disclosures, or other information from Oda electronically. Oda may communicate by email or by posting to the Oda Service. For support-related inquiries, you may email Support. For all other notices to Oda, write to the following addresses:

U.S. and Canadian Residents:

Oda, Inc.

295 East 8th street, Basement

New York, NY 10009

USA

Attn: Legal

[email protected]

25. Modification

We may update these Terms at any time, in our sole discretion. If we do so, we’ll let you know by, at a minimum, posting the updated Terms (as indicated by a revised “Last Updated” date at the top of this page) on the Oda Site and/or through the Oda Service. Modifications will be effective on the date that they are posted to the Oda Site. It’s important that you review the Terms whenever we update them before you use the Oda Service. If you continue to use the Oda Service after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then, except as otherwise provided in Section 20(f) “Effect of Changes on Arbitration,” you may not use the Oda Service anymore. Because the Oda Service is evolving over time we may change or discontinue all or any part of the Oda Service, at any time and without notice, at our sole discretion.

26. Entire Agreement

These Terms incorporate the following legal documents by reference, as well as any other policies or procedures referenced herein that are posted to the Oda Site from time to time:

  • Privacy Policy
  • Membership Terms
  • Warranty and Return Policy

In the event of a conflict between any policies posted on the Oda Service and these Terms, these Terms will control. These Terms represent the entire understanding between Oda and you regarding the Oda Service or Content and supersede all prior agreements and understandings regarding the same. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

27. Force Majeure

Neither Party shall be liable for any failure or delay in performance under these terms (other than for delay in the payment of money due and payable in accordance with these terms) for causes beyond the party’s reasonable control and not caused by that party’s fault, or negligence, including, but not limited to, “acts of God”, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems, computer attacks or malicious acts, such as attacks on or through the internet, any internet service provider, telecommunications or hosting facility, but in each case, only if and to the extent that the non-performing Party is without fault in causing such failure or delay, and the failure or delay could not have been prevented by reasonable precautions and measures and cannot reasonably be circumvented by the non-conforming Party through the use of alternate sources, workaround plans, disaster recovery, business continuity measures or other means. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.

 28. Cancellations or Changes in Schedule

 Oda is a live business based on performances in real time by artists. Please understand that Oda will not be responsible or liable to refunds for any cancellations or changes in the schedule of performances; nor for any cancellations or interruptions due to technical circumstances that are reasonably beyond the control of Oda, such as uninterrupted internet service. Oda will apply their best efforts to find a replacement for any performer cancellation but might not be able to do so when the cancellation occurs less than 72 hours before the scheduled performance. Oda may also decide to postpone a performance to a later date.

 

MEMBERSHIP TERMS AND CONDITIONS

By purchasing an Oda Membership (a “Membership”) you agree to the following terms and conditions, which supplement and form a part of the Terms. Capitalized terms not defined here have the meanings given to them in the Terms.

IF YOU SUBSCRIBE TO THE SERVICES FOR THE COMMITMENT PERIOD (AS DEFINED BELOW), THEN YOUR MEMBERSHIP WILL BE AUTOMATICALLY RENEWED ON A QUARTERLY BASIS AT THE EXPIRATION OF THE COMMITMENT PERIOD AT COMPANY’S THEN-CURRENT MEMBERSHIP PRICE FOR SUCH MEMBERSHIP UNLESS YOU OPT OUT OF THE AUTO-RENEWAL OR DECLINE  TO RENEW YOUR MEMBERSHIP IN ACCORDANCE WITH SECTION 3  BELOW.

1. Membership COVERAGE AND BILLING CYCLE

Memberships. By purchasing a Membership you will get full access to all of Oda’s available content on the Speakers and Oda Services to which the Membership is entitled for as long as the Membership remains active. The account holder of the Membership will be the person who activated the Membership (the “Membership Holder”). Membership Holders may possess one or more Memberships.

Membership Coverage. Other residents in the same household will have the same access to Oda’s content via the Speaker as the Membership Holder. Alternatively, if you are not purchasing the Oda Service for use by residents in a single household, and are instead purchasing the Oda Service on behalf of or for the benefit of a commercial entity and its customers, residents or other users at a single physical location (e.g., a gym, hotel, or apartment, condo or similar building), you will be deemed and considered a “Commercial Buyer”. If you are a Commercial Buyer, your customers, residents, or other users that you authorize to access and use the Oda Service under your account in accordance with the terms of your Membership will have the same access to Oda’s content via the Speaker as the Membership Holder. The Membership Holder will be solely responsible for all activity occurring under the Membership, including that of any individuals accessing and using the Membership under the Membership Holder’s account and Membership, and their compliance with the Agreement.

Billing Cycle. All Memberships recur until they are cancelled in accordance with the terms below. Billing occurs at the beginning of the Membership cycle and provides unlimited access for one month thereafter (or such longer time as is associated with the Commitment Period as defined below).

2. ACCOUNT REGISTRATION

You can register by successfully completing a Speaker purchase, or by creating an account on the Oda Site or Oda App, as further described in the Terms. All information provided in connection with your account must be accurate, including your name, address, credit, debit or charge card numbers and expiration dates, and any other payment information. You are responsible for keeping such information up to date and must provide changes promptly via the “Account” page in the Oda Service. Oda’s use of your information is governed by our Privacy Policy. YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USERNAME OR PASSWORD.

3. COMMITMENT PERIODS

Commitment Period. When you first sign up for a Membership you may agree to a specific price and plan, which may include a commitment period term of one year and a requirement to prepay the applicable fees for such time (“Commitment Period”). You agree to maintain your Membership for the applicable Commitment Period. The price available with your plan is valid until the Commitment Period expires, at which time your Membership will automatically continue on a quarterly basis at the then-existing non-promotional price for your Membership level.

Other Offers. Oda may offer additional promotions or discounts related to Memberships from time to time. Please read the details of those offers carefully, as any additional terms presented to you during the sign-up process will form part of the Agreement. Unless specified in writing, all discount offers that require a payment are non-refundable, and all free months offered are included in the Commitment Period (i.e., for a one-year Commitment Period with one free month you will pay for eleven months of the Oda Service in advance). Any free trial or other promotion must be used within the specified time frame of the trial or promotion. You may be required to have a valid payment method on file in order to initiate a free trial; if you do not cancel before your free trial period ends, your account will be converted to a paid Membership and will be charged in accordance with these Membership Terms.

Auto-Renewal for Membership Services. Unless you opt out of auto-renewal or sign up for a new Commitment Period, your Membership will be automatically extended on the first day following any Commitment Period on a quarterly basis, at the then-current non-promotional rate for your Membership level. You agree that your account will be subject to this automatic renewal feature, upon the expiration of the Commitment Period and on a quarterly basis after the Commitment Period, unless you cancel your Membership prior to the end of the Commitment Period or the commencement of the new Membership period, as applicable.  If you do not wish your Membership to renew automatically, or if you wish to change or terminate your Membership, contact us at hello[email protected] or log in and go to the “Billing” page on your “Account Settings” page.  If you terminate your Membership during the Commitment Period or any then-current term, you may use your Membership until the end of the Commitment Period or then-current term and your Membership will not be renewed after the Commitment Period or then-current term expires.

4. TERMINATION OR CANCELLATION OF Membership

Cancellation of Membership. You may only cancel your Membership after the expiration of your Commitment Period, except as described in the next paragraph. You agree that if you cancel your plan before the end of the Commitment Period, you will remain responsible for all outstanding Membership fees (if any) for the remainder of the Commitment Period. Prepaid Amounts will not be refunded, except as described in the next paragraph.

Termination within the Refund Period. If you terminate and return your Speaker in accordance with our Return Policy, then any associated Membership fees will be fully refunded to you.

Suspension/Termination by Oda. Oda may immediately terminate or suspend your account, and all or a portion of your Membership, without notice if: (a) your payment is more than 15 days overdue; (b) you provide false or inaccurate information; (c) you violate the Agreement (including, if you are a Commercial Buyer, the terms of the Commercial Program, for example, by not obtaining and paying for a Commercial Membership, if applicable); or (d) you engage in conduct that violates applicable law or that is threatening, abusive or harassing to Oda employees, agents, or other Oda users.

If we terminate or suspend your Membership, your license to use the Oda Service is also terminated or suspended (as applicable). If your Membership is terminated, Oda may immediately delete all data, files, and other User Content associated with your account without further notice to you. You must pay all charges through the date of termination. Should you wish to resume your Membership after any suspension, a restoration of service fee may apply. This fee is in addition to all past due unpaid charges and other fees.

5. PAYMENT

Membership Holders agree to pay the quarterly fee specified when you purchased your Device and/or signed up for a Membership. If the amount to be charged varies from the amount you preauthorized (other than due to the imposition or change in sales tax), you have the right to receive, and we will provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your specified payment method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

Your failure to terminate and/or continued use of your Membership reaffirms that we are authorized to charge you for that Membership. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you.

Billing Authorization. You may be asked to provide a credit, charge or debit card number from a card issuer that we accept in order to activate your Membership or, if applicable, your Session – your authorizations in this section also apply to our payment processor and any other company who acts as a billing agent for us. You hereby authorize us to charge your specified payment method on a quarterly basis, in advance, for the Membership and/or to place a hold on your payment method with respect to any unpaid charges for Memberships. You authorize the issuer of your selected payment method to pay any amounts described herein without requiring a signed receipt, and you agree that these Membership Terms shall be accepted as authorization to the issuer of the payment provider to pay any amounts described herein, without requiring a signed receipt from you. You authorize us to continue to attempt to charge and/or place holds with respect to all sums described herein, or any portion thereof, to your payment method until such amounts are paid in full. You agree to provide updated payment information upon request and any time the information you previously provided is no longer valid. You acknowledge and agree that neither Oda, nor any Oda agent, will have any liability whatsoever for any insufficient funds or other charges incurred by you as a result of attempts to charge, and/or place holds on, your specified payment method as contemplated by these Membership Terms. If you provide a debit card number instead of a credit card number, you authorize all charges described herein to be applied to such debit card unless and until you provide a credit card number.

Automatic Renewals. You will not be eligible for a prorated refund of any portion of the Membership fees paid for the then-current Membership period and you are committed to pay all monthly payments within the Commitment Period.  Upon renewal of your Membership, if we do not receive payment from your payment provider, (a) you agree to pay all amounts due on your account upon demand and/or (b) you agree that we may either terminate or suspend your Membership and continue to attempt to charge your payment provider until payment is received (upon receipt of payment, your account will be activated and for purposes of automatic renewal, your new Membership commitment period will begin as of the day payment was received).

Third-Party Payment Processor. You agree to pay us, through our payment processor or financing partner (as applicable), all charges at the prices then in effect for any purchase in accordance with the applicable payment terms presented to you at the time of purchase. You agree to make payment using the payment method you provide when you set up your account. We reserve the right to correct, or to instruct our payment processor or financing partner to correct, any errors or mistakes, even if payment has already been requested or received.

Financing Purchase. If you finance the purchase of your Membership or  Speakers, you agree to abide by the terms of the financing agreement that governs your purchase, which will be provided to you separately. Unless we tell you otherwise at the time of purchase, if you finance the purchase of  Speakers or Membership, your Commitment Period will be equal to the length of the financing. In addition, you agree to supply Oda with a credit or debit card prior to the end of your Commitment Period, or your Membership will terminate at the end of your Commitment Period.

Bill Inquiries and Refunds. If you believe you have been billed in error for a Membership, please notify us within 60 days of the billing date by contacting us at [email protected] Oda will not issue refunds or credits after the expiration of this 60-day period, except where required by applicable law.

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