Photography by Rachel Bigsby

SITE TERMS

Biophonica ("BP") Web Site Terms and Conditions

Last Modified: Feb 1 2024

PLEASE READ THESE TERMS AND CONDITIONS ("SITE TERMS") CAREFULLY BEFORE USING THIS WEB SITE. BY USING THIS WEB SITE, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT USE THIS SITE.

These Site Terms apply exclusively to your access to, and use of, the Biophonica website www.biophonica.com, to all associated subdomains, online services, and mobile applications, and to those sites listed in the paragraph below labeled “Additional Websites Subject to Site Terms” (collectively, the "Site"). These Site Terms do not alter in any way the terms or conditions of any other agreement you may have with TLP. If you are using the Site on behalf of any entity, you represent and warrant that you are authorized to accept these Site Terms on such entity's behalf, and that such entity agrees to indemnify you and BP for violations of these Site Terms.

BP reserves the right to change or modify any of the terms and conditions contained in the Site Terms or any policy or guideline of the Site, at any time and in its sole discretion. Any changes or modification will be effective immediately upon posting of the revisions on the Site. Your continued use of the Site following the posting of changes or modifications will constitute your acceptance of such changes or modifications. Therefore, you should frequently review the Site Terms and applicable policies from time to time to understand the terms and conditions that apply to your use of the Site. If you do not agree to the amended terms, you must stop using the Site.

General

BP controls and operates this Site from the United States. TLP makes no representation that materials in this Site are appropriate or available for use in other locations, and access to this Site from territories where its contents are illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with applicable local laws.

Please refer to our Privacy Policy for information on how BP collects, uses and discloses personally identifiable information from its users.

Unless otherwise indicated in the Site, the Site and all content and other materials on the Site, including, without limitation all trademarks, service marks, designs, texts, graphics, pictures, information, data, software, methods, inventions, sound files, other files and the selection and arrangement thereof (collectively, the "Site Materials") are the proprietary property of BP or the BP network, licensors, or users and are protected by U.S. and international copyright, trademark, and other intellectual property laws. Permission is granted to access and use the Site and to display, copy, print and download the Site Materials for personal, non-commercial use only, in accordance with these Site Terms and the other rules and restrictions contained in the Site, provided you do not modify the Site Materials and that you retain all copyright, trademark, and other proprietary notices contained in the materials. In addition, you agree that such permission does not include: (a) any commercial use or any resale or redistribution of the Site or the Site Materials therein; (b) the collection and use of any product listings, pictures or descriptions; (c) the distribution, public performance or public display of any Site Materials, (d) making any derivative uses of the Site and the Site Materials, or any portion thereof; (e) use of any data mining, robots or similar data gathering or extraction methods; (f) downloading (other than the page caching) of any portion of the Site, the Site Materials or any information contained therein, except as expressly permitted on the Site; or (g) any use of the Site or the Site Materials other than for its intended purpose. The permission granted herein is revocable at any time, with or without cause. Except as expressly stated herein, none of the Site Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted, transmitted or otherwise used in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of BP or the copyright owner. The permission given to you terminates automatically if you breach any of the Terms and Conditions. Upon termination, you must immediately destroy any downloaded and printed materials. You also may not, without BP's permission, "mirror" any material contained on this Site on any other server. Any unauthorized use of any material contained on this Site may violate applicable law (including copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes).

Repeat Infringer Policy

BP respects the intellectual property of others, and we ask our users to do the same. In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, BP has adopted a policy of terminating, inappropriate circumstances and at its sole discretion, the account of any users who are deemed to be repeat infringers. BP may also at its sole discretion limit access to this Site and/or terminate the accounts of any users who infringe the intellectual property rights of others (regardless of whether there is any repeat infringement).

If you believe in good faith that your copyrighted work has been reproduced on our site without authorization in a way that constitutes copyright infringement, please provide TLPs copyright agent, at the e-mail address provided below, the following information:

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

2. a description of the copyrighted work or other intellectual property that you claim has been infringed;

3. a description of where the material that you claim is infringing is located on this site;

4. your address, telephone number, and email address;

5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

TLP’s agent for notice of claims of copyright or other intellectual property infringement can be reached either by email to hello@biophonica.com

This contact information is only for suspected copyright or other intellectual property infringement notices only, and is not for reprint or use permission requests. Contact information for other matters is provided elsewhere on this site. We may give notice of a claim of copyright infringement to our users by means of a general notice on the Site, electronic mail to a user's email address in our records, or by written communication sent by first-class mail to a user's address in our records.

Trademarks

Biophonica, the BP initials, and any other product or service name or slogan contained in the Site are trademarks of BP, its corporate partners, licensors, or other respective owners, and may not be copied, imitated or used, in whole or in part, without the prior written permission of BP or the applicable trademark holder. You may not use any metatags or any other "hidden text" using "Biophonica” the BP initials, or any other name, trademark or product or service name of BP without our prior written permission. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of BP and may not be copied, imitated or used, in whole or in part, without our prior written permission. Reference to any products, services, promises or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.

Sites Linked From This Site; Third Party Content

This Site may contain links to or may frame third party Web sites ("Third Party Sites") and may contain or link to third party information, materials, communications or other content (collectively the "Third Party Content"). Such Third Party Content and Third Party Sites are not under BP’s control, and BP does not endorse, assume any responsibility or liability for, or make any representations or warranties regarding, the Third Party Sites, the Third Party Content or any products or services offered by any third parties on the Site or any Third Party Site. BP does not intend links on this Site to be referrals or endorsements of the linked entities, or their products or services, and are provided for convenience only. Your use of Third Party Sites or Third Party Content, or any third party products and services, is at your own risk and subject to the terms and conditions or the provider.

Sites Linking to This Site

If you would like to link another Web site to this Site, you may only do so if you obtain BP's prior permission. Such link may not suggest or imply BP's endorsement or approval of any product, position, entity, or individual, or portray BP in a false, misleading, derogatory or otherwise defamatory manner, and the linking site may not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. Any right to link may be revoked at any time. You may not use the BP logo or other proprietary graphic of BP to link to the Site without the express written permission of BP. Further, you may not frame or provide inline links to the Site without BP’s express written consent.

Disclaimer

YOUR USE OF THIS SITE, THE SITE MATERIALS AND THE SERVICES PROVIDED ON OR THROUGH THE SITE (THE "SERVICES") IS AT YOUR OWN RISK AND ARE PROVIDED "AS IS", WITHOUT WARRANTIES OF ANY KIND. WWF DOES NOT REPRESENT OR WARRANT THAT THE SITE, THE SITE MATERIALS OR THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SITE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD. TLP IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS. REFERENCE TO ANY PRODUCTS, SERVICES, PROGRAMS OR OTHER INFORMATION, BY TRADE NAME, TRADEMARK, MANUFACTURER, SUPPLIER OR OTHERWISE DOES NOT CONSTITUTE OR IMPLY ENDORSEMENT, SPONSORSHIP OR RECOMMENDATION THEREOF, OR ANY AFFILIATION THEREWITH, BY TLP, TO THE FULLEST EXTENT ALLOWED BY THE LAW, TLP EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS AND OTHER TERMS EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS AND FITNESS FOR PARTICULAR PURPOSE.

Feedback and Materials

Any comments or materials sent to BP (via any medium including e-mail and regular mail) including feedback data, such as questions, ideas, comments, suggestions, or the like regarding this Site or any other products or programs of BP (collectively "Feedback"), shall be deemed to be non-confidential and shall become the sole property of BP. You hereby assign all rights in the Feedback to BP, and BP shall have no obligation of any kind with respect to such Feedback. Without limiting the foregoing, BP shall be free to reproduce, use, disclose, exhibit, display, transform, create derivative works and distribute the Feedback to others without limitation, without acknowledgment or compensation to you. Further, you expressly waive any moral rights you may have in such Feedback.

Refund policy

BP is grateful for all donations received in support of our education and conservation work. Due to restrictions imposed by law and the nature of charitable donations, we cannot provide refunds for donations once they have been received. However, if you believe that your donation was made in error please contact us at hello@biophonica.com. All mistaken or unauthorized donations are refunded using the original method of payment.

User Content and Interactive Services or Areas

The Site may include discussion forums, user generated content or other interactive areas or services ("Interactive Areas"), including message boards, online hosting or storage services, or other areas or services in which you or other users create, post or store any content, messages, materials, data, information, text, music, sound, photos, video, graphics, code or other items or materials on the Site ("User Content"). You are solely responsible for your use of such Interactive Areas and use them at your own risk. By using any Interactive Areas, you agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Site any of the following:

(a) User Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;

(b) User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law, including, without limitation, the regulations of the U.S. Securities and Exchange Commission or any rules of a securities exchange such as the New York Stock Exchange, the American Stock Exchange or the NASDAQ;

(c) User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. By posting any User Content, you represent and warrant that you have the lawful right to distribute and reproduce such User Content;

(d) User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;

(e) User Content that, in TLP's sole judgment, may endanger or otherwise affect TLP's tax exempt status, including but not limited to content on behalf of (or in opposition to) any candidate for public office, and content that contains propaganda or that otherwise attempts to influence legislation;

(f) Promotions, advertising or solicitations;

(g) Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;

(h) Viruses, corrupted data or other harmful, disruptive or destructive files; and

(i) User Content that, in the sole judgment of BP, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Site, or which may expose BP or its users to any harm or liability of any type.

BP takes no responsibility and assumes no liability for any User Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is BP liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. Your use of Interactive Areas is at your own risk. As a provider of interactive services, BP is not liable for any statements, representations or User Content provided by its users in any public forum, personal home page or other Interactive Area. Although BP has no obligation to screen, edit or monitor any of the Content posted in any Interactive Area, BP reserves the right, and has absolute discretion, to remove, screen or edit any User Content posted or stored on the Site at any time and for any reason without notice, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the Site at your sole cost and expense. Any use of the Interactive Areas or other portions of the Site in violation of the foregoing violates these Site Terms and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Site.

You retain all rights in User Content (other than Feedback) you post to the Site. Unless we indicate otherwise, you grant BP and the BP network a nonexclusive, worldwide, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content on or in connection with the Site and any related Services. You grant BP, the BP network, and their affiliates and sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that (a) you own and control all of the rights to the User Content that you post or you otherwise have the right to post such User Content to the Site; (b) the User Content is accurate and not misleading; and (c) use and posting of the User Content you supply does not violate these Site Terms and will not violate any rights of or cause injury to any person or entity.

Registration Data; Account Security

In consideration of your use of the Site, if you create any account on the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to BP, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to BP.

Limitation of Liability

IN NO EVENT SHALL TLP, ANY OTHER PARTY (WHETHER OR NOT INVOLVED IN CREATING, PRODUCING, MAINTAINING OR DELIVERING THE SITE), AND/OR THE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS OR AGENTS OF ANY OF THEM, BE LIABLE FOR ANY DIRECT, INCIDENTIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOSS OF INCOME, LOSS OF ACTUAL OR ANTICIPATED PROFITS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF GOODWILL OR REPUTATION, LOSS OF ANTICIPATED SAVINGS, LOSS OF, DAMAGE TO OR CORRUPTION OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE, THE SERVICES, THE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CASED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM WWF, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO WWF'S RECORDS, PROGRAMS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF WWF, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE SITE EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO WWF FOR ACCESS TO OR USE OF THE SITE.

Indemnity

You agree to defend, indemnify and hold BP, and its affiliates, independent contractors, service providers, suppliers, licensors and consultants, and their respective its officers, directors, employees, and agents (the "Indemnified Parties"), harmless from and against any claims, damages, costs, actions, demands, liabilities, and settlements and expenses (including without limitation, reasonable attorneys' fees) arising out of or related to your violation of these Terms and Conditions, any User Content you post, store or otherwise transmit on or through the Site, or your use of or inability to use the Site, including without limitation any actual or threatened suit, demand or claim made against the Indemnified Parties, arising out of or relating to the Content, your conduct, or your violation of the rights of any third party.

Termination; Removal of User Content

Notwithstanding any of these Site Terms, BP reserves the right, without notice and in its sole discretion, to discontinue the Site or any Services offered through the Site and to terminate your license to use and block your access to the Site at any time without notice. In addition, BP reserves the right to delete, edit or modify any and all User Content contained in the Site and any services offered through the Site at any time without notice.

Severability/Waiver

If any provision of these Site Terms is deemed unlawful, void or for any reason unenforceable, then such provision shall be deemed severable from these Site Terms and shall not affect the validity and enforceability of any remaining provisions. No waiver of any of these Site Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

Governing Law and Jurisdiction

These Site Terms and your use of the Site are governed and construed in accordance with the laws of the Delaware, applicable to agreements made and to be entirely performed in the District of Florida, without resort to its conflict of law provisions. You agree that any action at law or in equity arising or in any way relating to these Site Terms shall be filed only in the state and federal courts located in the District of Florida and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Site Terms.

Questions & Contact Information

Thank you for your cooperation. Questions or comments regarding the Site should be directed by electronic mail to hello@biophonica.com

For information on State Disclosures please read: www.biophonica.com/statedisclosures