GENERAL TERMS AND CONDITIONS
1/ Your ability to enter into this Agreement
1.1 To accept this Agreement and to use the Services, you must be of majority of age under applicable law unless applicable law may permit otherwise. You hereby represent that (a) you are of majority of age or in the capacity to enter into this Agreement under your locally applicable law; (b) if you are an entity, that this Agreement is entered into on your behalf by an authorized person; and (c) you have read, understood, and agree to be bound by this Agreement.
1.2 Your use of the Service includes the ability to enter into agreements and to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS AND THAT YOU ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSION APPLIES TO ALL RECORDS RELATING TO ALL TRANSATIONS YOU ENTER INTO ON THIS SITE AND THROUGH THE SERVICE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS AND APPLICATIONS.
2/ Your obligations
You may use the Service only while you meet all of the following conditions:
(a) you must have created and maintain the appropriate Beat Identity Account (for business or personal use) at www.beatidentity.com or such other URL as may be provided from time to time, and agree to be bound by this Agreement; and
(b) you must be in compliance with this Agreement; and
(c) you must be current on all required payments for the Service.
3/ The Service
3.1 The Service enables users (business entities or individuals) to access to Beat Identity’s online music catalogue service, by which Beat Identity makes available digital music files (collectively as well as any part thereof "Content") for the purpose to be used in audiovisual productions and/or other productions, under the terms and conditions as set out in these Terms and Conditions and the applicable music license agreement.
Please note that any and all use of the music provided within the Service could be subject to a separate music license agreement (either between you and Beat Identity or between Beat Identity and one of our partners that allows you to use the music) which regulates your right to use the music. More information about the different licenses and subscriptions that Beat Identity offers can be found on the website or, by contacting firstname.lastname@example.org. If you have any questions regarding your right to use the music under a partner agreement, please contact the relevant partner or email@example.com.
The Service is provided by Beat Identity Ltd. 251 Little Falls Drive-Wilmington New Vastel County-Delaware 19808
3.2 You access the Service from Beat Identity’s online interface. The Service is available for entities and persons that have registered and created user accounts to the Service. In order to use the Service and access the Content you will have to be no younger than 16 years old.
3.3 You will also have to have the power to enter into a binding contract (i.e. be of mental capacity to enter into binding agreements, not personally bankrupt etc. and compliant to letter “(a)” of preceding paragraph 1.1) and not be barred from doing so under any applicable law.
If you are under 16 years old, or unable to solely enter into a binding agreement with Beat Identity, please contact firstname.lastname@example.org
3.4 The assortment of Content may be amended at all times by Beat Identity, with or without any notice to you. You accept that the Content that is available might not be available at a later stage.
3.5 Content types and descriptions, such as genres, categories etc., are provided for your convenience only and Beat Identity does not guarantee their accuracy.
3.6 You agree not to use or launch any automated system (including, without limitation, any robot, spider or offline reader) that accesses the Service in a manner that sends more requests to Beat Identity or its servers in a given period of time than a human can reasonably produce in the same period by using a publicly available, standard (i.e. not modified) web browser.
3.7 You agree to only download Content in accordance with the restrictions applicable to your account.
3.8 Beat Identity reserves the right, at its full discretion, to modify these Terms and Conditions at any time. Such modification enters into force when published on www.beatidentity.com or communicated to you in any other appropriate manner. Your continued use of the Service after such modification is valid as consent thereto. Do check the website regularly to verify whether these Terms and Conditions or other document referred to herein have been modified. If you do not accept to abide by these Terms and Conditions (or cannot comply with then) you may not use the Service, the website or access any content.
3.9 Any translation of these Terms and Conditions from English into another language is made only for convenience purposes and the translation will not be a valid contract. At all times will the English version be the prevailing one and the version valid as agreement and Terms and Conditions. If you wish to receive these Terms and Conditions and relevant documents thereto in another language, please contact us via the contact details provided below.
4/ System and Equipment Requirements
Use of the Service requires the following items, which may change from time to time and which are your responsibility:
(a) an active Beat Identity Account in good standing for receipt of the Service and register as user by following the instructions that are further specified in the user registration form. Your account will contain basic account information including username and password. The password you choose must be a unique and distinct password. You are responsible for your username and password and should never give out your password to anyone else. You may not select or use an identity of another person with the intent to impersonate that person. You must use a valid e- mail address and Beat Identity reserves the right to test and to verify this at any time.
You are not allowed to have more than one account. It is prohibited to agree with third parties upon the transfer, the utilization or the provision of accounts, resources or access data.
You must notify Beat Identity immediately of any breach of security or unauthorized use of your Beat Identity account that you become aware of;
(b) a computer with web-browsing capabilities by which to manage your Beat Identity Account and use of the Service;
(c) wired or wireless broadband internet access. Internet access is not included as part of the Service, and third-party fees may apply. Because use of the Service involves software and internet access, your ability to use the Service may be affected by the performance of your broadband service. Beat Identity is not responsible for Sevice interruptions caused by disruptions of your internet service;
(d) a sound system, including one or more amplifiers.
5/ Service level and disclaimer
Beat Identity will make reasonable efforts to keep the Service operational. However, technical problems or maintenance may suffer of interruptions. Beat Identity is not responsible for unavailability or deficiencies of the Services caused by you, deficiencies in the Internet access or any other event beyond Beat Identity’s control. Beat Identity reserve the right from time to time to carry out updates and maintenance of the Service, during which the Service might be unavailable. Beat Identity will try to arrange updates and maintenance outside of peak usage hours. THIS SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW BEAT IDENTITY MAKES NO WARRANTY, REPRESENTATION, EXPRESS OR IMPLIED, AND/OR DISCLAIMER AS REGARDS TO THE AVAILABILITY, FITNESS FOR PURPOSE, NON-INFRINGEMENT, CONTENT OR OTHER DATA PROVIDED AND THE QUALITY OF THE SERVICE. YOU USE THE SERVICE AT YOUR OWN RISK. YOU ALSO ACKNOWLEDGE THAT FREEDOM FROM PROGRAM ERRORS CANNOT BE OBTAINED IN THE SOFTWARE INDUSTRY. NEITHER BEAT IDENTITY NOR ANY OWNER OF CONTENT WARRANTS THAT THE SERVICE IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. BEAT IDENTITY (INCLUDING, BUT NOT LIMITED TO, AFFILIATED COMPANIES AND THEIR CONTRACTORS, OFFICERS, DIRECTORS AND EMPLOYEES) SHALL IN NO EVENT, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BE LIABLE FOR ANY DAMAGES AS A CONSEQUENCE OF SHUTDOWN, LOSS OF OR EFFECT ON DATA, LOSS OF PROFIT, AND CLAIMS FOR DAMAGES BY A THIRD PARTY OR OTHER INDIRECT INJURY. Beat Identity reserves the right at any time to modify or discontinue, temporarily or permanently, functions of the Service with or without notice, and Beat Identity shall have no liability to you if Beat Identity exercises such rights.
You are solely responsible for using your Beat Identity account to select digital sound recordings accessible through the Service (“Content”) and ensuring that the Content you select is appropriate for the needs and sensitivities of your business. You are responsible for, and hereby release Beat Identity from, any and all claims or liability relating to Content that may be objectionable to you, your employees or your clientele.
7/ Trials, Payments
Some of our different Services requires payment. If you have received a discount code or free offer/a free trial period provided by Beat Identity or from a third party acting on behalf of Beat Identity for access to a paid Service, separate additional terms and conditions for such offer may also apply to such access to the Service and you must agree to comply with such terms in order to be able to use the Service. If you have been offered a free trial, Beat Identity reserves the right, in its sole discretion, to determine your eligibility for a trial, and if you’re determined not to be eligible, modify the trial at any time with prior written notice. For some trials we require you to provide payment details to start the trial. At the end of such trial, and if you have not decided to terminate the agreement, Beat Identity will automatically start to charge for such provided Service.
Unless otherwise provided by a separate license agreement under preceding paragraph 3.1, you may not do or permit any of the following:
(a) broadcast, transmission or amplification of the Service beyond the scope of the license agreement;
(b) the making of any copy, modification, or derivative work of the Service or any Content, including any translation or localizations thereof;
(c) use of the Service or Content as a direct generator of revenue;
(d) access to or use of the Service in a manner not authorized by Beat Identity;
(e) any attempt to sublicense, sell, rent, or otherwise distribute or make available the Service or any Content to or for the benefit of any third party;
(f) removal or alteration of any trademark, copyright or other proprietary notice of the Service;
(g) sharing of your username or password used to access the Service with any third party;
(h) use of any system or means, automated or otherwise, to access, acquire, copy, scrape, harvest or monito any part of the Service;
(i) circumvention of any technological measures employed by or on behalf of Beat Identity to protect the Service;
(j) any activity that may harm the Service, or the interests or property of Beat Identity or other users of the Service;
(k) aid or encouragement to any third party to engage in any activity that would constitute a breach of this Agreement if committed by you.
ANY USE OF THE SERVICE NOT SPECIFICALLY PERMITTED UNDER THIS AGREEMENT IS STRICTLY PROHIBITED.
The Service may be used throughout the world. Beat Identity may remove countries from the territory at any time and without any notice or liability to you; provided that you may be entitled to a refund of unused, prepaid fees allocable to such countries.
10/ User account and security
10.1 As a registered user of the Service, you must establish a Beat Identity account (your “Account”) and keep the information in your Account accurate, current and complete. You agree that Beat Identity has the right to allow the Service to make use of the storage hardware, processor and bandwidth of your internet connection, computer or similar media device; however, only as reasonably necessary to provide the Service.
You are solely responsible for maintaining the confidentiality and security of your Account. You should not reveal your Account information to anyone else or use anyone else’s Account. You are responsible for all activities that occur on or through your Account, and you must notify Beat Identity immediately of any unauthorized use of your Account or any other breach of security. Beat Identity shall not be responsible for any losses arising out of the use of your Account. You shall not attempt to access a Beat Identity account other than your Account.
10.2 Beat Identity may store and use your Account information for use in maintaining your accounts and billing fees to your credit card. Beat Identity may contact you regarding your Account, the Service or other offers from Beat Identity. You may opt out of email contact from Beat Identity or Beat Identity by following the instructions included with the communication.
10.3 Beat Identity shall use reasonable efforts to protect your Account information, but you acknowledge and agree that your submission of such information is at your sole risk. Beat Identity hereby disclaims any and all liability to you for any loss or liability relating to such information in any way.
11/ Term and termination
11.1 This Agreement shall enter effect when you register for the Service and pay the applicable charges for the initial period of the plan you had choose. (Initial Subscription Term)
Your subscription will automatically renew at the end of your Initial Subscription Term continuously and indefinitely for period equal to the Initial Subscription Term (each a "Renewal Term") without action by you, and the subscription membership fee will be charged to you at the time of renewal. By payment of your initial membership fee you are agreeing to pay a recurring subscription fee automatically (at the then current rate) unless you cancel prior to the expiration of the current initial term or Renewal Term, as the case may be. Fees will be charged to your original payment method automatically at the beginning of your subscription term and at the beginning of each Renewal Term thereafter on the calendar day corresponding to the commencement of your current subscription term unless you cancel your subscription.
11.2 This Agreement may be terminated: (i) by either party without cause, or (ii) by Beat Identity upon notice to you if you fail to comply with this Agreement in any respect (Including without limitation the failure to make payment when due, to provide Beat Identity with a valid credit card or with accurate and complete information, or to safeguard your Account information), in which case (A) the Service shall cease immediately, (B) you will not be entitled to a refund of any prepaid amount
11.3 In the event a material change to your Service by Beat Identity, Beat Identity will provide you notice thereof. Such notice shall specify any change in your subscription fee and the effective date of such price change (not less than thirty days from the date of such notice). Should you notify Beat Identity within the notice period of your decision to terminate the Service, you shall be deemed to have accepted the change in Service and fee rate.
11.4 Upon any termination of this Agreement, the rights and licenses granted to you hereunder, including your ability to access and use the Service, will immediately terminate, and you shall immediately cease using any and all materials and other similar content in your possession or control that are proprietary to Beat Identity. Beat Identity shall have no liability to arising out of or related to the termination of this Agreement.
11.5 In certain circumstances, such as in the case of a security problem, Beat Identity may require you to install an update in order to continue using the Service. In order to provide the best quality Services to all of our users, Beat Identity may monitor the Services to detect and prevent fraud and abuse. Without limitation of other remedies, Beat Identity may terminate your Account and access to the Service may be terminated if, in Beat Identity’s opinion, either is associated with fraudulent or abusive activities.
12/ Refund Policy
You will only be entitled to receive a refund for any fees paid to us if you cancel your subscription within 14 calendar days from the date of its purchase and/or renewal (“Refund Period”) and you did not download any content during such Refund Period. You hereby understand and agree that you will not be entitled to any refunds if: (i) you do not ask Beat Identity for refund during the Refund Period; or (ii) you download any Asset from the Site during the Refund Period.
For the avoidance of doubt, the refund does not apply to trial accounts, and therefore, if you are a subscriber with a trial account, you will not be entitled to any refund.
13/ Privacy and personal data
14.1 You agree to pay for the fee for the Service (as specified when you select the features of the Service) and that Beat Identity may charge your credit card for such fees as may be accrued by or in connection with your Account. Charges will be billed in advance to the credit card you designate during the registration process or at any time thereafter, on the date you commence the Service and thereafter upon commencement of each Renewal Term according to paragraph 11.1.
To designate a different credit card or if there is a change in your credit card account status, you must change your credit card information online on your Account page. If your credit card on file expires, you will receive an email notification requesting updated credit card information. The Service may be suspended until Beat Identity can verify the validity of the new credit card information.
14.2 Beat Identity may change the prices and availability of the Service at any time upon thirty days’ prior notice.
14.3 Use of the Service may involve transmission of data through your carrier or service provider’s network. You are responsible for all carrier, data or other related fees or charges you incur from your carrier or service provider in connection with your use of the Service.
14.4 In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.
15/ Intellectual property
You acknowledge that, as between you and Beat Identity, Beat Identity retains all rights, title, and interest in and to all copyrights, trademarks, trade secrets, patents, and any other proprietary rights in the Service, including, without limitation Content, metadata and graphics.
Except for the limited license granted you hereunder, you shall not acquire any license or other interest, express or implied, in any such matter. You shall not use such proprietary information or materials in any way except for use of the Service in compliance with this Agreement.
All copyrights in and to the Service and the Content are owned by Beat Identity, its affiliates and their licensors, who reserve all their rights in law and equity. THE USE OF ANY PART OF THE SERVICE, EXCEPT AS EXPRESSLY PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED, INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF BEAT IDENTITY OR OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.
Beat Identity and other trademarks, service marks, graphics, and logos used in connection with the Service are registered or unregistered trademarks of Beat Identity and its affiliates in the Territory. Other trademarks, service marks, graphics, and logos used in connection with the Service may be trademarks of their respective owners. You are not authorized to use any such trademarks.
16/ Third Party Applications
The Service and website is integrated with third party applications, websites and other services to make the Service and Content available to you as a user. These third party applications may have their own terms and conditions of use etc., and your use of these third party applications will therefore be subject to the applicable terms and conditions for such third party provider. Beat Identity is not responsible or liable for behavior, content or features of any third-party application.
You may separately have accepted to be exposed to commercial messages, newsletters and advertisement sent by Beat Identity when using the Service. If you do not want to be notified about these offers or news you may always opt-out from such information by following the instructions in each notification which you receive.
You will find answers to the most frequently asked questions about the Service on the website www.beatidentity.com. In any case you can contact Beat Identity by sending an email to email@example.com.
19/ Compliance with laws
You must comply with all applicable laws in your use of the Service. You represent that you are not (a) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) listed on any U.S. Government list of prohibited or restricted parties. You acknowledge that Beat Identity may cooperate with any legal process relating to your use of the Service or Content, or a third-party claim that your use of the Service or Content is unlawful or infringes a third party’s rights. Beat Identity may, without notice or liability to you, disclose such information to law enforcement authorities, government officials, and third parties, as Beat Identity believes is necessary or appropriate to enforce or verify compliance with any part of this Agreement.
You shall indemnify, hold harmless and, at Beat Identity’s option, defend each of Beat Identity, its affiliates and licensors and their respective directors, officers, employees and agents (each an “Indemnitee”) from and against any claims arising out of your alleged or actual: (breach of this Agreement; (b) use of the Service, or (c) infringement or violation of the rights of a third party, including without limitation any intellectual property rights, rights of publicity, and rights of privacy.
You agree that, to the extent permitted by applicable law, your sole and exclusive remedy for any problems or dissatisfaction with the Service is to uninstall any software and to stop using the Service. While Beat Identity accepts no responsibility for third party applications or the content thereof, and while your relationship with such third-party applications may be governed by separate agreements with such third parties, to the extent permitted by applicable law, your sole and exclusive remedy, as with respect to Beat Identity, for any problems or dissatisfaction with third party applications or the content thereof, is to uninstall and/or stop using any such third-party applications.
To the fullest extent permitted by law, in no event will Beat Identity, its officers, shareholders, employees, agents, directors, subsidiaries, affiliates, successors, assigns, suppliers, or licensors be liable for (1) any indirect, special, incidental, punitive, exemplary, or consequential damages; (2) any loss of use, data, business, or profits (whether direct or indirect), in all cases arising out of the use or inability to use the service and/or content, third party applications, or third-party application content, regardless of legal theory, without regard to whether Beat Identity has been warned of the possibility of those damages, and even if a remedy fails of its essential purpose; or (3) aggregate liability for all claims relating to the service, third party applications, or third-party application content more than the amounts paid by you to Beat Identity during the prior twelve months in question, to the extent permissible by applicable law.
22/ Use of your name
If you are a business entity (not an individual), so long as you subscribe to the Service, Beat Identity may use your entity name and logo to identify you as a customer of the Service.
Beat Identity may send you notices relating to this Agreement or the Services, and you shall be deemed to receive such notices, in any of the following ways: (a) by email to the email address listed in your Account information, effective when sent; (b) by letter to the mailing address listed in your Account information, effective two business days after being sent by registered mail or by express courier mail. You are responsible for keeping your Account information, including your email address, up to date. Beat Identity assumes no liability nor any responsibility for any consequences resulting from your provision or use of outdated, incomplete, or inaccurate information in connection with the Services. Except as otherwise provided for herein, any notices required to be delivered to Beat Identity under this Agreement may be delivered via registered mail or overnight courier.
This Agreement may not be assigned by you without the written consent of Beat Identity. This Agreement is fully assignable by Beat Identity. Subject to the foregoing regarding assignment, this Agreement shall inure to the benefit of and be binding upon your successors and assigns.
Beat Identity may from time to time modify this Agreement (including policies incorporated by reference herein). Notice of changes materially adverse to you will be effective when notice thereof is sent to the mail address associated with your Account. All other changes will be effective when posted on Beat Identity’s website. Your continued use of the Services after the effectiveness a change will constitute your acceptance of the change. If you do not agree to, or cannot comply with, the Agreement as amended, you must stop using the Services.
26/ Governing law
This Agreement and your use of the Service shall be governed by the laws of Delaware, USA, excluding its conflicts-of-law principles. Your use of the Service may also be subject to other local, state, national, or international laws. Any dispute with Beat Identity or relating to your use of the Service shall be subject to the exclusive jurisdiction of the state or federal courts sitting in Wilmington, Delaware.
27/ Governing law
This Agreement (including the policies incorporated by reference herein) constitutes the entire agreement, and supersedes all prior and contemporaneous written or oral understandings, between you and Beat Identity relating to the subject matter hereof. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Beat Identity’s failure to enforce any provision in this Agreement will not constitute a waiver of such provision, or any other provision of this Agreement. This Agreement shall not be construed to confer any right or benefit upon any third party. Beat Identity will not be responsible for failures to fulfill any obligations due to causes beyond its control.