TERMS OF SERVICE

Direct Media Co AudioFlipping.com

Effective Date: November 15, 2025

Agreement to Terms
Definitions
Eligibility
Account Registration and Security
License Grant and Restrictions
Payment Terms
Refund Policy
Intellectual Property Rights
User Conduct and Prohibited Activities
User Content
Third-Party Services and Links
Service Availability and Modifications
Disclaimers
Limitation of Liability
Indemnification
Dispute Resolution and Arbitration
Governing Law and Jurisdiction
Termination
Electronic Communications
General Provisions
Contact Information

1. AGREEMENT TO TERMS

1.1 Acceptance

These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("User," "Licensee," "you," or "your") and Direct Media Co ("Company," "we," "us," or "our") governing your access to and use of the AudioFlipping website located at audioflipping.com, and all related websites, applications, platforms, products, services, content, features, and functionality offered by Direct Media Co (collectively, the "Services").

BY ACCESSING OR USING THE SERVICES, CREATING AN ACCOUNT, OR COMPLETING A PURCHASE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. If you do not agree to these Terms, you must not access or use the Services.

1.2 Additional Policies

These Terms incorporate by reference the following additional policies, which are part of this Agreement:

Privacy Policy: Describes how we collect, use, and protect your personal information
Refund Policy: Describes our no-refund policy for license purchases

By agreeing to these Terms, you also agree to our Privacy Policy and Refund Policy.

1.3 Changes to Terms

We reserve the right to modify, amend, or update these Terms at any time in our sole discretion. When we make material changes, we will:

Update the "Last Updated" date at the top of these Terms
Post the revised Terms on our website
Where required by law or where changes are material, notify you via email or other reasonable means

Your continued use of the Services following the posting of revised Terms constitutes your acceptance of such changes. If you do not agree to the revised Terms, you must discontinue use of the Services.

1.4 Entire Agreement

These Terms, together with our Privacy Policy and Refund Policy, constitute the entire agreement between you and Direct Media Co regarding your use of the Services and supersede all prior or contemporaneous communications, proposals, and agreements, whether electronic, oral, or written, between you and Direct Media Co with respect to the Services.

2. DEFINITIONS

For purposes of these Terms, the following definitions apply:

"Account" means the user account you create to access certain features of the Services.

"Content" means any text, graphics, images, audio, video, software, data, and other materials or information.

"Intellectual Property" means all patents, copyrights, trademarks, trade secrets, trade names, proprietary rights, and other intellectual property rights, whether registered or unregistered.

"License" means the limited, non-exclusive, non-transferable right granted to you to access and use certain Licensed Materials.

"Licensed Materials" means the proprietary automation systems, training content, workflows, frameworks, methodologies, templates, and other materials provided through the Services to which you are granted access upon purchase.

"Services" means the AudioFlipping website, platform, products, training, automation systems, and all related content, features, and functionality.

"User Content" means any Content that you submit, post, upload, or otherwise transmit through or to the Services.

"User" or "Licensee" means any individual or entity that accesses or uses the Services.

3. ELIGIBILITY

3.1 Age Requirement

The Services are intended solely for users who are at least eighteen (18) years of age. By using the Services, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into this Agreement. If you are under 18 years of age, you may not use the Services.

3.2 Legal Capacity

By agreeing to these Terms, you represent and warrant that you have the legal authority and capacity to enter into a binding contract and to comply with these Terms. If you are entering into this Agreement on behalf of a business, organization, or other entity, you represent and warrant that you have the authority to bind such entity to these Terms.

3.3 Compliance with Laws

You represent and warrant that your use of the Services will comply with all applicable federal, state, local, and international laws, regulations, and ordinances. You may not use the Services if doing so would violate any applicable law or if you are prohibited from receiving products or services under applicable law.

3.4 Geographic Restrictions

The Services are controlled and operated from the United States. We make no representation that the Services are appropriate or available for use in other locations. If you access the Services from outside the United States, you do so at your own risk and are responsible for compliance with local laws.

4. ACCOUNT REGISTRATION AND SECURITY

4.1 Account Creation

To access certain features of the Services, including Licensed Materials, you may be required to create an Account. When creating an Account, you agree to:

Provide accurate, current, and complete information
Maintain and promptly update your Account information to keep it accurate, current, and complete
Maintain the security and confidentiality of your login credentials
Accept responsibility for all activities that occur under your Account
Notify us immediately of any unauthorized use of your Account or any other breach of security

4.2 Account Credentials

You are solely responsible for safeguarding your password and any other credentials used to access your Account. You agree not to disclose your password or credentials to any third party. You are fully responsible for any and all activities that occur under your Account, whether or not you have authorized such activities.

4.3 Account Sharing Prohibited

Your Account is personal to you and may not be shared with, transferred to, or used by any other person or entity. Each individual user must have their own Account. Sharing Account credentials or Licensed Materials with non-licensed parties is a material breach of these Terms and may result in immediate termination of your Account and License without refund.

4.4 Account Termination by User

You may terminate your Account at any time by contacting us at hello@audioflipping.com. Termination of your Account does not entitle you to any refund of amounts paid.

4.5 Account Termination by Company

We reserve the right to suspend or terminate your Account and access to the Services, in whole or in part, at any time and for any reason, including but not limited to:

Violation of these Terms or any applicable policies
Conduct that we determine, in our sole discretion, is harmful to other users, third parties, or the Company
Request by law enforcement or other government agency
Extended periods of inactivity
Unexpected technical or security issues
Non-payment of any fees owed

5. LICENSE GRANT AND RESTRICTIONS

5.1 Nature of Transaction

When you purchase access to AudioFlipping products, you are not purchasing ownership of any product, good, or intellectual property. You are purchasing a limited, non-exclusive, non-transferable, revocable license to access and use proprietary automation systems, methodologies, frameworks, and intellectual property owned exclusively by Direct Media Co.

5.2 License Grant

Subject to your compliance with these Terms and payment of all applicable fees, Direct Media Co grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:

Access and view the Licensed Materials for your personal or internal business use
Use the automation systems, workflows, and templates to create audio products for your own business
Implement the methodologies and frameworks in your own audio product business

5.3 License Restrictions

Your License is subject to the following restrictions. You shall NOT:

(a) Ownership and Transfer:

Claim ownership of any Licensed Materials or underlying intellectual property
Sell, resell, lease, license, sublicense, or otherwise transfer the Licensed Materials or your access thereto
Share, distribute, or provide access to the Licensed Materials to any non-licensed third party
Transfer your Account or License to any other person or entity

(b) Reproduction and Derivative Works:

Copy, reproduce, duplicate, or replicate the Licensed Materials except as necessary for your authorized use
Create derivative works, adaptations, translations, or modifications of the Licensed Materials for distribution
Repackage, rebrand, or white-label the Licensed Materials for sale or distribution
Use the Licensed Materials to create competing products or services

(c) Teaching and Distribution:

Teach, train, coach, or educate others using our proprietary methodologies, frameworks, or systems as your own
Create courses, trainings, workshops, or educational content based on the Licensed Materials
Publicly display, perform, or distribute the Licensed Materials
Post, upload, or share Licensed Materials on any website, platform, or public forum

(d) Technical Restrictions:

Reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying logic of any software, automation, or systems
Remove, alter, or obscure any copyright, trademark, or other proprietary notices
Use any automated means, including bots, scrapers, or crawlers, to access or collect content from the Services
Attempt to gain unauthorized access to any portion of the Services or any systems or networks connected thereto

(e) Harmful Activities:

Use the Licensed Materials for any unlawful, harmful, fraudulent, or malicious purpose
Use the Licensed Materials to create content that is defamatory, obscene, harassing, or otherwise objectionable
Use the Licensed Materials in any manner that could damage, disable, overburden, or impair the Services

5.4 Intellectual Property Ownership

All right, title, and interest in and to the Services and Licensed Materials, including but not limited to all intellectual property rights therein, are and shall remain the exclusive property of Direct Media Co. Nothing in these Terms transfers any ownership rights to you. The Licensed Materials are protected by copyright, trademark, trade secret, and other intellectual property laws.

5.5 Proprietary Methodologies

The following are proprietary methodologies, frameworks, and trade secrets owned by Direct Media Co:

T.U.N.E.™ Framework (Trigger, Unpack, New Way, Execute)
D.O.S.E.™ Engineering Methodology (Dopamine, Oxytocin, Serotonin, Endorphins)
AudioFlipping™ automation systems and workflow architecture
Problem Family Tree™ methodology
All associated prompt sequences, node configurations, and system logic

These methodologies constitute trade secrets and confidential information of Direct Media Co. By accessing the Licensed Materials, you agree to maintain the confidentiality of these trade secrets and not disclose them to any third party.

5.6 Reservation of Rights

All rights not expressly granted to you in these Terms are reserved by Direct Media Co. No license or right is granted to you by implication, estoppel, or otherwise except for the licenses and rights expressly set forth herein.

6. PAYMENT TERMS

6.1 Pricing

All prices for products and services are displayed on our website and are subject to change at any time without notice. Prices are quoted in United States Dollars (USD) unless otherwise specified. We are not responsible for pricing errors or omissions.

6.2 Payment Processing

All payments are processed through third-party payment processors, including but not limited to Stripe, PayPal, and SamCart ("Payment Processors"). By making a purchase, you authorize us and our Payment Processors to charge the payment method you provide for all fees and charges due. You agree to provide current, complete, and accurate payment information.

6.3 Payment Authorization

By providing a payment method, you represent and warrant that:

You are authorized to use the payment method provided
The payment information you provide is true, correct, and complete
You will pay all charges incurred by you or any users of your Account at the prices in effect when such charges are incurred

6.4 Taxes

All fees are exclusive of applicable taxes, levies, or duties imposed by taxing authorities. You are responsible for paying all such taxes, levies, or duties, excluding only taxes based on our net income.

6.5 Failed Payments

If any payment fails or is declined, we reserve the right to suspend or terminate your access to the Services until payment is received. We may also pursue collection of any amounts owed through lawful means.

6.6 Subscription and Recurring Payments

If you purchase a subscription or recurring service, you authorize us to charge your payment method on a recurring basis (e.g., monthly, annually) until you cancel. You may cancel your subscription at any time by contacting us at hello@audioflipping.com, but cancellation will not entitle you to any refund of amounts already paid.

6.7 Chargebacks

You agree not to file chargebacks, disputes, or claims with your payment provider, credit card company, or bank for charges that were properly authorized and disclosed. Initiating a chargeback or dispute for a valid charge constitutes a material breach of these Terms and may result in:

Immediate termination of your Account and License without refund
Collection of all amounts owed, including chargeback fees and administrative costs
Reporting to fraud prevention databases
Pursuit of legal remedies

If you have a concern about a charge, you agree to contact us at hello@audioflipping.com before initiating any chargeback or dispute.

7. REFUND POLICY

7.1 All Sales Final

ALL LICENSE SALES ARE FINAL. NO REFUNDS, RETURNS, EXCHANGES, CHARGEBACKS, OR CREDITS WILL BE ISSUED UNDER ANY CIRCUMSTANCES.

7.2 Rationale

This no-refund policy exists because:

(a) Immediate Delivery: Licensed Materials are delivered in full immediately upon payment processing. There is no trial period, delayed access, or conditional delivery.

(b) Intellectual Property Exposure: The Licensed Materials contain proprietary trade secrets, confidential business processes, and intellectual property. Once you access these materials, the knowledge transfer is complete and irreversible.

(c) Digital Nature: The Licensed Materials are delivered in digital format and can be viewed, copied, downloaded, or otherwise retained regardless of license status.

(d) License Integrity: Permitting refunds on intellectual property licenses would enable exploitation of our proprietary systems.

7.3 Acknowledgment

By completing a purchase, you expressly acknowledge and agree that:

You are purchasing a license to use proprietary intellectual property
All license sales are final with no refunds permitted
Access is granted immediately and knowledge transfer is irreversible
You have had the opportunity to review all materials and ask questions before purchase

7.4 Pre-Purchase Inquiries

We encourage you to review all available information, previews, and demonstrations before purchasing. If you have any questions or concerns, please contact us at hello@audioflipping.com prior to making a purchase.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Company Intellectual Property

The Services and all Content therein, including but not limited to text, graphics, logos, icons, images, audio clips, video clips, data compilations, software, and the compilation thereof, are the exclusive property of Direct Media Co or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

8.2 Trademarks

"AudioFlipping," "Direct Media Co," "T.U.N.E.," "D.O.S.E.," and all related names, logos, product and service names, designs, and slogans are trademarks or service marks of Direct Media Co. You may not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners.

8.3 Copyright

All Content included in or made available through the Services, including but not limited to training videos, audio files, written materials, automation workflows, templates, graphics, and software, is the property of Direct Media Co or its content suppliers and is protected by United States and international copyright laws.

8.4 DMCA and Copyright Infringement

We respect the intellectual property rights of others and expect users of the Services to do the same. If you believe that any Content on the Services infringes your copyright, please notify us immediately at hello@audioflipping.com with the following information:

A physical or electronic signature of the copyright owner or authorized representative
Identification of the copyrighted work claimed to have been infringed
Identification of the allegedly infringing material and its location on the Services
Your contact information (address, telephone number, and email address)
A statement that you have a good faith belief that the use is not authorized by the copyright owner, its agent, or the law
A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the copyright owner

8.5 Feedback

If you provide us with any feedback, suggestions, ideas, comments, or other input regarding the Services ("Feedback"), you hereby assign to Direct Media Co all right, title, and interest in and to such Feedback. We shall be free to use, disclose, reproduce, license, or otherwise exploit such Feedback without any obligation to you.

9. USER CONDUCT AND PROHIBITED ACTIVITIES

9.1 General Conduct

You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services in any way that violates any applicable federal, state, local, or international law or regulation.

9.2 Prohibited Activities

You agree NOT to engage in any of the following prohibited activities:

(a) Illegal Activities:

Use the Services for any purpose that is illegal or prohibited by these Terms
Violate any applicable laws, regulations, or third-party rights
Engage in fraud, money laundering, or other financial crimes
Use the Services in connection with any illegal gambling, drugs, or controlled substances

(b) Harmful Conduct:

Harass, abuse, threaten, stalk, or intimidate other users or any third party
Post or transmit any Content that is defamatory, obscene, pornographic, vulgar, offensive, or otherwise objectionable
Impersonate any person or entity or falsely state or misrepresent your affiliation with a person or entity
Engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Services

(c) Security Violations:

Attempt to gain unauthorized access to the Services, user accounts, or computer systems or networks connected to the Services
Use any robot, spider, scraper, or other automated means to access the Services
Introduce any viruses, Trojan horses, worms, logic bombs, or other malicious or technologically harmful material
Interfere with or disrupt the integrity or performance of the Services or the data contained therein
Attempt to probe, scan, or test the vulnerability of the Services or any related system or network

(d) Intellectual Property Violations:

Infringe or violate the intellectual property rights or any other rights of Direct Media Co or any third party
Use the Services to transmit or distribute any Content that you do not have a right to transmit
Remove, alter, or obscure any copyright, trademark, or other proprietary rights notices

(e) Commercial Misuse:

Use the Services for any commercial purpose not expressly permitted by these Terms
Sell, resell, or exploit for any commercial purposes any portion of the Services
Use the Services to advertise or offer to sell or buy any goods or services without our express prior written consent

9.3 Enforcement

We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this Section, including without limitation, reporting you to law enforcement authorities. We may also suspend or terminate your Account and access to the Services for any violation of these Terms.

10. USER CONTENT

10.1 User Content Defined

"User Content" means any Content that you submit, post, upload, publish, or otherwise transmit through or to the Services, including but not limited to text, images, audio, video, comments, feedback, testimonials, and any other materials.

10.2 License to User Content

By submitting User Content to the Services, you grant Direct Media Co a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Content in any media or format, now known or hereafter developed, for any purpose, including marketing and promotional purposes.

10.3 User Content Representations

You represent and warrant that:

You own or have the necessary rights, licenses, consents, and permissions to submit the User Content and grant the license set forth above
The User Content does not violate the privacy rights, publicity rights, copyright, trademark, or other intellectual property rights of any third party
The User Content does not contain any material that is defamatory, obscene, harassing, threatening, or otherwise unlawful

10.4 Responsibility for User Content

You are solely responsible for your User Content and the consequences of submitting and publishing it. We do not endorse any User Content or any opinion, recommendation, or advice expressed therein. We are not responsible for any User Content posted by users.

10.5 Monitoring and Removal

We have no obligation to monitor User Content but reserve the right to review, screen, edit, or remove any User Content at any time and for any reason, without notice, in our sole discretion. We may also disclose User Content to comply with legal obligations or to protect our rights.

11. THIRD-PARTY SERVICES AND LINKS

11.1 Third-Party Services

The Services may integrate with, require, or provide access to third-party services, platforms, applications, or websites, including but not limited to:

Automation Platforms: n8n and similar workflow automation tools
AI Services: ElevenLabs, OpenAI, Anthropic, Google AI Studio
Payment Processors: Stripe, PayPal, SamCart
Hosting and Cloud Services: Various cloud providers
Social Media Platforms: Facebook, Instagram, TikTok, YouTube, Threads
Podcast Platforms: Transistor and similar services
Analytics Services: Google Analytics and similar tools

11.2 Third-Party Terms

Your use of any third-party services is subject to the terms of service, privacy policies, and other agreements of those third parties. Direct Media Co is not a party to such agreements and is not responsible for the content, availability, accuracy, or practices of any third-party services.

11.3 No Endorsement

The inclusion of any link or integration to a third-party service does not imply endorsement, approval, or recommendation by Direct Media Co. We do not control third-party services and are not responsible for their content, functionality, security, or privacy practices.

11.4 Third-Party Costs

You are solely responsible for any fees, costs, or charges associated with your use of third-party services, including but not limited to API usage fees, subscription costs, and transaction fees.

11.5 Third-Party Availability

We do not guarantee the continued availability of any third-party services. If a third-party service becomes unavailable, changes its terms, or discontinues features, we are not responsible for any impact on the Services or your ability to use the Licensed Materials.

12. SERVICE AVAILABILITY AND MODIFICATIONS

12.1 Service Availability

We strive to provide reliable access to the Services but do not guarantee that the Services will be available at all times or without interruption. The Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications.

12.2 Maintenance and Downtime

We may temporarily suspend access to the Services, in whole or in part, for maintenance, updates, security patches, or other operational reasons. We will endeavor to provide advance notice of scheduled maintenance when practicable.

12.3 Modifications to Services

We reserve the right to modify, update, suspend, or discontinue the Services, in whole or in part, at any time and for any reason, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Services.

12.4 Updates to Licensed Materials

We may update, modify, or improve the Licensed Materials from time to time. Such updates may be provided at our discretion and may include new features, bug fixes, or content additions. We are not obligated to provide any specific updates or maintain backward compatibility.

13. DISCLAIMERS

13.1 "As Is" and "As Available"

THE SERVICES AND LICENSED MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DIRECT MEDIA CO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE
WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT
WARRANTIES THAT DEFECTS WILL BE CORRECTED
WARRANTIES THAT THE SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS

13.2 No Guarantee of Results

DIRECT MEDIA CO MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES REGARDING:

Income, revenue, profits, or any specific financial outcomes
Business success or any particular business results
The suitability of the Licensed Materials for your specific needs or circumstances
The accuracy, reliability, or completeness of any content, information, or materials

ANY INCOME FIGURES, CASE STUDIES, TESTIMONIALS, OR EXAMPLES PRESENTED IN MARKETING MATERIALS OR THE SERVICES REPRESENT INDIVIDUAL RESULTS AND ARE NOT GUARANTEES OF FUTURE PERFORMANCE. YOUR RESULTS WILL DEPEND ON NUMEROUS FACTORS INCLUDING BUT NOT LIMITED TO YOUR EFFORT, SKILL, EXPERIENCE, MARKET CONDITIONS, AND INDIVIDUAL CIRCUMSTANCES.

13.3 Professional Advice Disclaimer

The Services and Licensed Materials are provided for informational and educational purposes only. Nothing in the Services constitutes:

Legal advice
Financial or investment advice
Tax advice
Accounting advice
Medical or health advice
Any other professional advice

You should consult with appropriate professionals before making any decisions based on information obtained through the Services.

13.4 Third-Party Content

We do not warrant or guarantee the accuracy, completeness, or usefulness of any third-party content, including content from third-party services, user content, or content linked from the Services.

13.5 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion of certain warranties or limitations on applicable statutory rights. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have additional rights.

14. LIMITATION OF LIABILITY

14.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DIRECT MEDIA CO, ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY:

INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES
DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES
DAMAGES FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES
DAMAGES FOR BUSINESS INTERRUPTION OR LOSS OF BUSINESS OPPORTUNITY
DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA
DAMAGES ARISING FROM ANY OTHER MATTER RELATING TO THE SERVICES

ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, YOUR USE OF OR INABILITY TO USE THE SERVICES, OR ANY CONTENT OR MATERIALS OBTAINED THROUGH THE SERVICES, REGARDLESS OF:

WHETHER SUCH DAMAGES WERE FORESEEABLE
WHETHER DIRECT MEDIA CO WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
THE LEGAL THEORY UPON WHICH THE CLAIM IS BASED (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE)

14.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF DIRECT MEDIA CO AND ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES SHALL NOT EXCEED THE GREATER OF:

THE TOTAL AMOUNT PAID BY YOU TO DIRECT MEDIA CO IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR
ONE HUNDRED UNITED STATES DOLLARS ($100.00)

14.3 Essential Purpose

THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL APPLY EVEN IF ANY LIMITED REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

14.4 Basis of the Bargain

YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND DIRECT MEDIA CO AND THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. DIRECT MEDIA CO WOULD NOT BE ABLE TO PROVIDE THE SERVICES TO YOU WITHOUT THESE LIMITATIONS.

14.5 Jurisdictional Limitations

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. If you reside in such a jurisdiction, the above limitations or exclusions may not apply to you, but liability will be limited to the maximum extent permitted by law.

15. INDEMNIFICATION

15.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless Direct Media Co and its owners, officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:

Your access to or use of the Services
Your violation of these Terms or any applicable law or regulation
Your violation of any rights of any third party, including intellectual property rights, privacy rights, or publicity rights
Your User Content
Any products, services, or content you create using the Licensed Materials
Any dispute between you and any third party
Your negligence or willful misconduct

15.2 Indemnification Procedure

We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims. You agree not to settle any matter without the prior written consent of Direct Media Co.

15.3 Notification

We will use reasonable efforts to notify you of any such claim, action, or proceeding subject to this indemnification upon becoming aware of it; however, failure to provide such notice shall not relieve you of your indemnification obligations except to the extent you are materially prejudiced by such failure.

16. DISPUTE RESOLUTION AND ARBITRATION

16.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact us at hello@audioflipping.com and attempt to resolve any dispute informally. Most disputes can be resolved informally within thirty (30) days. If we are unable to resolve the dispute informally, either party may proceed with the formal dispute resolution procedures set forth below.

16.2 Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Any dispute, controversy, or claim arising out of or relating to these Terms, the Services, or your relationship with Direct Media Co that cannot be resolved through informal negotiation shall be resolved exclusively through binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules and Mediation Procedures.

16.3 Arbitration Procedures

The arbitration shall be conducted by a single arbitrator selected in accordance with AAA rules
The arbitration shall be held in [State], United States, or at such other location as the parties may mutually agree
The arbitrator shall apply the substantive law of the State of [State], without regard to its conflict of law provisions
The arbitrator's decision shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof
Each party shall bear its own costs and attorneys' fees, unless the arbitrator determines that a claim was frivolous or brought in bad faith

16.4 Class Action Waiver

YOU AND DIRECT MEDIA CO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

Unless both you and Direct Media Co agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

16.5 Jury Trial Waiver

BY AGREEING TO THESE TERMS, YOU AND DIRECT MEDIA CO WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES.

16.6 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or to prevent irreparable harm pending the outcome of arbitration.

16.7 Opt-Out

You may opt out of this arbitration agreement by sending written notice to hello@audioflipping.com within thirty (30) days of your first use of the Services. Your notice must include your name, address, email address, and a clear statement that you wish to opt out of the arbitration agreement. If you opt out, you and Direct Media Co will retain the right to pursue claims in court.

17. GOVERNING LAW AND JURISDICTION

17.1 Governing Law

These Terms and any dispute arising out of or related to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of [State], United States, without regard to its conflict of law principles.

17.2 Exclusive Jurisdiction

Subject to the arbitration provisions above, any legal action or proceeding arising out of or related to these Terms or the Services shall be brought exclusively in the state or federal courts located in [State], United States. You hereby consent to the personal jurisdiction of such courts and waive any objection to venue in such courts.

18. TERMINATION

18.1 Termination by Company

We may terminate or suspend your Account and access to the Services, in whole or in part, immediately, without prior notice or liability, for any reason, including but not limited to:

Breach of these Terms
Violation of applicable laws or regulations
Conduct that is harmful to other users, third parties, or the Company
Request by law enforcement or other government agency
Non-payment of any fees owed
Extended periods of inactivity
Unexpected technical or security issues
Discontinuance or modification of the Services

18.2 Termination by User

You may terminate your Account at any time by contacting us at hello@audioflipping.com. Termination of your Account does not entitle you to any refund of amounts paid.

18.3 Effect of Termination

Upon termination of your Account or these Terms:

Your License and right to access the Services shall immediately cease
You must immediately discontinue use of the Licensed Materials
All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to: intellectual property provisions, disclaimers, limitations of liability, indemnification, dispute resolution, and governing law

18.4 No Refunds Upon Termination

Termination of your Account or these Terms, whether by you or by us, shall not entitle you to any refund of amounts paid. All sales are final.

19. ELECTRONIC COMMUNICATIONS

19.1 Consent to Electronic Communications

By using the Services, you consent to receive electronic communications from us, including but not limited to:

Emails regarding your Account, purchases, or the Services
Marketing and promotional emails (subject to your opt-out rights)
Notices, disclosures, and other communications that we provide to you electronically

19.2 Electronic Signatures and Agreements

You agree that your electronic acceptance of these Terms and any other agreements constitutes your signature, acceptance, and agreement as if actually signed in writing. You agree that we may provide you with any legally required notices, disclosures, or agreements electronically.

19.3 Communication Preferences

You may manage your communication preferences by:

Clicking the "unsubscribe" link in any marketing email
Contacting us at hello@audioflipping.com

Note that you may not opt out of transactional or administrative communications related to your Account or purchases.

20. GENERAL PROVISIONS

20.1 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of these Terms. The remaining provisions shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent.

20.2 Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

20.3 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may freely assign or transfer these Terms and our rights and obligations hereunder without restriction. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and assigns.

20.4 No Third-Party Beneficiaries

These Terms do not confer any third-party beneficiary rights. No third party shall have any right to enforce any provision of these Terms.

20.5 Force Majeure

We shall not be liable for any failure or delay in performing our obligations under these Terms where such failure or delay results from any cause beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, civil unrest, government actions, labor disputes, power failures, internet or telecommunications failures, or cyberattacks.

20.6 Relationship of Parties

Nothing in these Terms shall be construed to create a joint venture, partnership, employment, or agency relationship between you and Direct Media Co. Neither party has authority to bind the other or incur obligations on the other's behalf.

20.7 Headings

The headings in these Terms are for convenience only and shall not affect the interpretation of these Terms.

20.8 Survival

All provisions of these Terms that by their nature should survive termination shall survive termination, including but not limited to: ownership provisions, warranty disclaimers, indemnity, limitations of liability, dispute resolution, and governing law.

21. CONTACT INFORMATION

If you have any questions, comments, or concerns about these Terms or the Services, please contact us at:

30 N Gould St, Sheridan, WY 82801
Direct Media Co Email: hello[at]audioflipping.com

For legal notices, please send correspondence to the email address above with "Legal Notice" in the subject line.

ACKNOWLEDGMENT

BY USING THE SERVICES, CREATING AN ACCOUNT, OR COMPLETING A PURCHASE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

These Terms of Service were last updated on November 4, 2025.