Audiocult Terms and Conditions ("Terms of Use ")
Our Terms and Conditions of Use were last updated on 19th July 2022.
Please read these terms and conditions of Use ("Agreement" or "Terms of Use") carefully before using Our Media
This agreement sets forth the legally binding terms and conditions for Your and/or the User’s use of the Website at https://www.audiocult.net (the "Website") owned and operated by the Company, including any mobile software applications offered or published or to be offered and published by Company (and collectively herein referred to as the “Media”) .
By using the Media in any manner, including but not limited to visiting or browsing the Media, You and/or the User agree to be bound by these Terms of Use. These Terms of Use apply to all Users of the Media in general which includes the Website or Platform or Mobile Application, including Users who are also contributors of content, information, and other materials or services or functions made available on the Media.
1. Interpretations and Definitions
1.1 Interpretation
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
1.2 Definitions
For the purposes of these Terms and Conditions:
i. “Application” means the application platform provided by the Company downloaded by You and/or the User on any electronic device, or used on any web browser, named “Audiocult”.
ii. “Affiliate” means an entity that controls, is controlled by or is under common control with a party, where "control" means either (i) ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority, or (ii) a relative majority of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority .
iii. “Account” defines a unique User file based on the User Profile, enabling User or You to access elements of the Website or the Platform or other functions thereof that are not free and therefore require using a Payment Method.
iv. “Company” (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Audiocult Technologies Limited.
v.
vi. “Content” refers to content such as text, images, media, or other information that can be posted, uploaded, linked to or otherwise made available by a User or by You, regardless of the form of that content.
vii. “Device” means any device that can access the Media including the Website or Platform or Mobile Application, such as and not limited to a computer, a cell viii. phone or a digital tablet or digital phone or tablet connected watch.
viii. “Feedback” means feedback, innovations or suggestions sent by a User entity or by You regarding the attributes, performance or features of our Platform.
ix. “Media” refers to the Audiocult Website, Platform, and/or Mobile Application accessible from https://www.audiocult.net. And any mention herein of the Media would include, inter alia, (i) the Website, (ii) the Mobile Application and (ii) the Platform in general. The Media would include (i) these Terms and Conditions and (ii) the Privacy Policy, which both are an integral and indivisible part hereof.
x. “Mobile Application” means the version of the Media accessible through the browser, named “Audiocult” and available on any mobile phone or similar or connected mobile device, including mobile tablets and watches.
xi. “Payment Method” means any third-party owned and operated payment gateway and/or method made available on the Media, or functions thereof for Users and You be able to pay for such products or services that are paid and therefore not free.
xii. “Platform” refers to the Audiocult Website and Mobile Application along with any future medium used by anyone to access the Media either as a web browser or through a User Profile creation process.
xiii. “Privacy Policy” is the Privacy Policy available at www.audiocult.net/Privacy, forming an integral and indivisible part hereof, and which outlines the rules, regulations and practices used and applied by the Company in the management of (i) any third-party data in general and (ii) the Users’ data in particular, especially when made available in any User Profile or Account.The Privacy Policy outlines the Company’s policies and procedures on the collection, use and disclosure of Your and/or the User’s personal information when You and/or the User use the Mobile Application or the and tells Youand/or the User about Your privacy rights and how the law protects You and/or the User.
xiv. “Service” (also referred as "Services") refers to the products and merchandise (except physical products and merchandise), or resources, facilities and solutions made available to Users and You, on the Media, and provided either directly from Audiocult or through third parties.
xv. “Terms and Conditions” (also referred as "Terms" or “Terms of Use”) mean these Terms and Conditions that form the entire agreement between the Company from one part and You and/or the User from the other part regarding the use of the Platform.
xvi. “Third-party Social Media Service” means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Platform.
xvii. “User” means any individual or moral entity such as a Company, Association, Public entity, Foundation, or any other legal entity having a User Profile / Account on the Media.
xviii. “User Profile” defines a unique file containing information allowing the identification of the User and allowing the latter and/or You to access elements of the Platform or other Services.
xix.“Website” refers to the Audiocult website, accessible from https://www.audiocult.net. And any mention herein of the Website would include (i) these Terms and Conditions and (ii) the Privacy Policy, which both are an integral and indivisible part hereof.
xx. “You” (also referred as “Your”) refers either to the User themselves or to any authorized individual accessing or using the Media or any Service on behalf of the User.
2. Acknowledgment and Terms
These are the Terms and Conditions governing the use of the Media and the Agreement that operates between the User and You from one part and the Company from another part. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Media.
The Media is offered subject to acceptance without modification of all of the terms and conditions contained herein (the “Terms of Use”), which Terms of Use also incorporate the Privacy Policy available at www.audiocult.net/Privacy and all other operating rules, policies and procedures that may be published on the Website or the Mobile Application by Company, each of which is incorporated by reference into these Terms of Use as an integral and indivisible part hereof and each of which may be updated by Company at any time without prior notice to User or to You. The newest version of the Terms and Conditions shall be applicable as of the date of their publication on the Website and/or the Mobile Application and shall render the previous version inapplicable for the future, thus not allowing the User or You to have any acquired rights with regards to the previous provisions unless otherwise provided for by any competent law or regulation.
Your and/or the User’s access to and use of the Media is conditioned on Your and/or the User’s acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, Users and others who access or use the Media.
By accessing or using the Media, You and/or the User agree to be bound by these Terms and Conditions. If You and/or the User refuse to comply with any part of these Terms and Conditions then You and/or the User may not access the Media.
If You are using or opening a User Profile or an Account on behalf of a company, entity or organization then You represent and warrant that You:
( i ) are duly authorized by that Entity to do so and that the concerned Entity is the lawful and legal owner and/or licensee of any content posted on the Website or the Mobile Application and/or is legally and/or lawfully authorized to do so under any other status whatsoever.
( ii ) agree to be bound by these Terms of Use on behalf of such Entity
You represent that You are over the age of 18. The Company does not permit those under 18 to use the Media. If any User is identified as being below this age, steps will be taken to deactivate the account and dispose of the data as a matter of course. Minors can just browse the Website and the Mobile Application where no User Profile and/or Account is required.
Your and/or the User’s access to and use of the Media is also conditioned on Yourand/or the User’s acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Yourand/or the User’s personal information when You and/or the User use the Mobile Application or the Website and tells You and/or the User about Your and/or the User’s privacy rights and how the law protects You and/or the User. Please read carefully Our Privacy Policy at www.audiocult.net/Privacy before using Our Media.
In addition, some services offered through the Media may be subject to additional terms and conditions promulgated by the Company; Your use of such services is subject to Your acceptance of those additional terms and conditions, which are incorporated into these Terms of Use by this reference
3. Modification of Terms of Use
Company reserves the right, at its sole discretion, to modify or replace any of the terms in these Terms of Use, or change, suspend, or discontinue the Media (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Media or by sending You and/or the User an e-mail.
The Company may also impose limits on certain features and services or restrict Your and/or the User’s access to parts or all of the Media without notice or liability. It is Your and/or the User’s responsibility to check these Terms of Use periodically for changes.
Your and/or the User’s continued use of the Media following the posting of any changes to these Terms of Use constitutes acceptance of those changes. Notwithstanding the preceding sentences of this section, no modifications to these Terms of Use will apply to any dispute between You and/or the User from one part and Company from another part, and that arose prior to the date of such modification as the newest version of the Terms of Use shall be applicable as of the date of their publication on the Website and/or the Mobile Application and shall render the previous version inapplicable for the future, thus not allowing the User or You to have any acquired rights with regards to the previous provisions unless otherwise provided for by any competent law or regulation.
4. Code of Conduct
As a condition of use, You and/or the User promise not to use the Media for any purpose that is prohibited by these Terms of Use or by any competent and applicable law or regulation.
The Media (including, without limitation, any Content) is provided only for Your and/or the User’s own personal, non-commercial use (except with respect to individual recording artists, collections of recording artists, Artist Entities or Represented Artists (each, an “Artist”) selling Music, Merchandise or other Content (each as defined below) as authorized through the Media).
You and/or the User are responsible for all of Your and/or the User’s activity in connection with the Platform.
For purposes of these Terms of Use, the term “Content” includes, without limitation, any User Submissions, videos, audio clips, written forum comments, information, data, text, photographs, Merchandise, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by Company or its partners on or through the Media.
By way of example, and not as a limitation, Users shall not (and shall not permit any third party to) either
(a) take any action or
(b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Service, including without limitation any User Submission, that:
i. Infringes any proprietary right, patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law, regulation, or contractual duty;
ii. You and/or the User know is false, misleading, untruthful or inaccurate;
iii. Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane;
iv. Constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming");
v.Involves commercial activities and/or sales without Company's prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
vi.Exploits people in a sexual or violent manner;
vii. Contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Company or any third party; or
viii. Impersonates any person or entity, including any employee or representative of the Company.
Additionally, You and/or the User shall not:
i. Take any action that imposes or may impose (as determined by the Company in its sole discretion) an unreasonable or disproportionately large load on the Company’s (or its third party providers’) infrastructure;
ii. Interfere or attempt to interfere with the proper working of the Media or any activities conducted on the Media;
iii. Bypass any measures Company may use to prevent or restrict access to the Media (or other accounts, computer systems or networks connected to the Media);
iv. Run Maillist, Listserv, any form of auto-responder or “spam” on the Media; or
v. Use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Media.
You and/or the User shall not (directly or indirectly):
i. Decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Media, except to the limited extent applicable laws specifically prohibit such restriction,
ii. Modify, translate, or otherwise create derivative works of any part of the Media, or
iii. Copy, rent, lease, distribute, or otherwise transfer any of the rights that You and/or the User receive hereunder. You and/or the User shall abide by all applicable local, state, national and international laws and regulations.
Company does not guarantee that any Content or User Submissions (as defined below) will be made available on the Media or through the Media. Company has no obligation to monitor the Media’s technical performance, Services, Content, or User Submissions.
However, Company reserves the right to :
( i ) remove, edit or modify any Content in its sole discretion, including without limitation any User Submissions, from the Media at any time, without notice to You nor to the User and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Company is concerned that You and/or the User may have violated these Terms of Use), or for no reason at all and
( ii ) to remove or block any User Submissions from the Media.
Company reserves the right to investigate and take appropriate legal action against anyone who, in Company's sole discretion, violates this provision, including, without limitation, terminating Your and/or the User’s account and/or reporting such activity or Content to law enforcement authorities.
5. Registration and User Profiles
5.1 General Use of the Website
You and/or the User may browse the Media and view Content without registering and/or creating a User Profile or an Account, but when You and/or the User create a User Profile or an Account with Us, You and/or the User must provide Us with information that is are accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of Your and/or the User’s account on Our Media.
You and/or the User are responsible for safeguarding the password that You and/or the User use to access the Media and for any activities or actions under the User password, whether the password is with Our Platform or a Third-Party Social Media or financial service (STRIPE / PAYPAL, etc…).
You and/or the User agree and undertake not to disclose Your password to any third party, noting that your employees, contractors, service providers or attorneys-in-fact are not considered, for the needs hereof, as third parties. You must notify Us immediately upon becoming aware of any breach of security or unauthorized use of the account.
You and/or the User may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You, without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
5.2 Fans
As a condition to using certain features of the Media (including, without limitation, the free download feature, or making a purchase from an entity or an Artist), You and/or the User may be required to provide certain personal information to the Company or relevant Artists or relevant products and/or service providing Entity, such as your e-mail address, country of residence and zip/postal code, etc… ("Fan Information").
Following an Entity, gives that Entity access to your email address, as does making a purchase from an Entity while logged in to your Account. Your wishlist, history of downloads or purchases of Music, and any information you provide for your profile page, unless they are classified, will be available to other Users of the Media by default, subject to our Privacy Policy.
As a condition to each Entity right to receive such Fan Information, Company requires each Artist to agree to the terms set forth in the next section of this Agreement. However, You and/or the User acknowledge that the Company has no control over the use of the Fan Information by the Artists, and You and/or the User further acknowledge and agree that Audiocult shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the Entity use of such Fan Information.
5.3 Media Entity
In connection with certain features of the Media, including by requiring that fans provide You and/or the User with their e-mail addresses and other personal information in order to access the free download option, You and/or the User may collect certain types of Fan Information.
As a condition to receiving such Fan Information, You and/or the User acknowledge and agree that neither You nor the User will disclose, rent, or sell any Fan Information to any third party, and that You and/or the User will use the Fan Information only in connection with the Artist’s mailing list or Artist Subscription, in order to provide fans with general information and news about the Entity, such as upcoming Events, new Music or other Content delivered in connection with Your registration.
You and/or the User further agree that any e-mail or other communication sent to the Artist’s mailing list or sent in connection with the Subscription will comply with e-mail marketing laws and include a mechanism by which the recipient can unsubscribe from the mailing list, along with clear instructions on how to do so (i.e. a functioning "opt-out" mechanism).
You will promptly implement a recipient’s request to opt-out of receiving e-mails from You and/or the User and will not send any further e-mails to such opting-out recipient
6. Purchases made via the Platform
6.1 Tickets or Merchandise
Any merchandize (tickets, event merchandise, additional art content, music, etc) purchased via Audiocult are subject to the following conditions:
( i ) Event Organizers are fully liable for any actions taken on the selling of tickets
( ii ) Audiocult is not a ticket selling platform; it is an intermediary platform that allows end users to leverage the opportunity to sell merchandise to other users (fans).
( iii ) Audiocult will not be liable for any financial transaction that occurs via the platform on the basis of tickets, event purchase, purchase of art or media.
6.2 Fees, Financial Transactions and Refunds
Event organizers are liable for their own fees and sales taxes applicable in their respective territories and associated with ticket purchases, event purchases or other merchandise transactions.
Audiocult is in no way liable for any fees generated with the purchase or selling of tickets, merchandise or other media.
Audiocult also recommends that all end users should review the Terms and Conditions of respective third-party services, linked to Audiocult. For a list of linked Third Party Processors, please refer to the Audiocult Privacy Policy at https://www.audiocult.net/privacy
Audiocult is not responsible for any refunds requested on the basis of a cancelled event or through the cancellation of a sale made via the platform. Please contact the event organizer or review their own specific cancellation policy on their process for refunds.
In all cases of refund, even when made through Our Media, Audiocult’s service fees:
( i ) are in no case refundable for any cancelled and/or postponed and/or rescheduled event, and
( ii ) will be charged again for any postponed and/or rescheduled event, as if it was a new event.
Should a dispute arise from a transaction made on Audiocult, the responsibility remains between the seller and the user who purchased the merchandise to resolve the issue in a timely and efficient manner. Audiocult will not intervene in any dispute between users on the basis of a purchase made.
7. Content
7.1 Your and/or the User’s Right to Post Content
Our Platform offers You and/or the User the ability to post Content on some of its Services. You and/or the User are responsible for the Content that You and/or the User post to the Media’s relevant Service, including its legality, reliability, compliance, and appropriateness.
By posting Content to the Media, You and/or the User irrevocably grant Us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Media. You and/or the User retain any and all of Your and/or the User’s rights to any Content You and/or the User submit, post or display on or through the Media and You and/or the User are responsible for protecting those rights. You and/or the User agree that this license includes the right for Us to make Your and/or the User’s Content available to other users of the Media, who may also use Your and/or the User’s Content subject to these Terms and to the conditions you may choose to impose, such as and not limited to, making access to your Content paid.
You and/or the User represent and warrant that:
( i ) the Content You and/or the User post or upload is Yours and/or the User’s (You and/or the User own it) or You and/or the User have the right to use it and grant Us the rights and license as provided in these Terms,
( ii ) the Content that You and/or the User post or upload to the Platform will contain the correct and precise copyright information and
( iii ) the posting or uploading of Your and/or the User’s Content on or through the Media does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.
7.2 Platform Content Restrictions
You and/or the User acknowledge and agree that the Media contains Content specifically provided by the Company or its partners and/or Users and that such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws.
You and/or the User shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Media and/or its relevant Services.
The Company grants each User of the Media and/or its relevant Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use, modify and reproduce the Content, solely for personal, non-commercial use, within the limits of the proprietary rights pertaining to the Company, its partners and/or its Users.
Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from the Company, or from the copyright holder identified in such Content's copyright notice.
Neither You nor the User shall sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.
The Company is not responsible for the content of the Media users. You and the User expressly understand and agree that You and the User are solely responsible for the Content and for all activity that occurs under Your and/or the User’s account, whether done so by You and/or the User or any third person using Your and/or the User’s account.
Neither You nor the User may transmit any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene, or otherwise objectionable. Examples of such objectionable Content include, but are not limited to, the following:
i. Unlawful or promoting unlawful activity.
ii. Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups.
iii.Spam, machine – or randomly – generated, constituting unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.
iv. Containing or installing any viruses, worms, malware, trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of a third person.
v. Infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights.
vi. Impersonating any person or entity including the Company and its employees or representatives.
vii.Violating the privacy of any third person.
viii. False information and features.
The Company reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any Content is appropriate and complies with this Terms, refuse or remove this Content. The Company further reserves the right to make formatting and edits and change the manner of any Content.
The Company can also limit or revoke the use of the Media if You and/or the User post such objectionable Content. As the Company cannot control all content posted by Users and/or third parties on the Media, You and/or the User agree to use the Website at Your and/or the User’s own risk.
You and/or the User understand that by using the Media, You and/or the User may be exposed to content that You and/or the User may find offensive, indecent, incorrect or objectionable, and You and/or the User agree that under no circumstances will the Company be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of Your and/or the User’s use of any content.
8. Copyright and License Policy
8.1 Intellectual Property Infringement
We respect the intellectual property rights of others. It is Our policy to respond to any claim that Content posted on the Media infringes a copyright or other intellectual property infringement of any person.
If You and/or the User are a copyright owner, or authorized on behalf of one, and You and/or the User believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Media, You and/or the User must submit Your and/or the User’s notice in writing to the attention of our legal team via email (legal@audiocult.net) and include in Your and/or the User’s notice a detailed description of the alleged infringement.
You and/or the User may be held accountable for damages (including costs and attorneys' fees) for misrepresenting that any Content is infringing Your and/or the User’s copyright or any other proprietary right.
8.2 Intellectual Property
The Media and its original content (excluding Content provided by You, the User or other Users which will always remain the property of the owner/holder of such proprietary rights), features and functionality are and will remain the exclusive property of the Company and its licensors.
The Media is protected by copyright, trademark, and other laws of both the Country and foreign countries.
Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.
8.3Intellectual Property Rights: Artists
The Media provides Artists with the ability to upload Digital Content owned or controlled by such Artists to the Media, including but not limited to sound recordings (“Sound Recordings”), videos synchronized with Sound Recordings and other audiovisual works (collectively, “Music Videos”), and the musical works embodied within Sound Recordings and Music Videos (“Musical Works” and, collectively with Sound Recordings and Music Videos, the Artist’s “Music”).
The Company will not have any ownership rights in any elements of an Artist’s Music, however, the Company needs the following license to perform the Services.
Each Artist uploading Music to the Media grants the Company and its authorized sublicensees and distributors, if any, the worldwide, non-exclusive, royalty-free, right and license to:
( i ) Reproduce, distribute, publicly perform (including on a through-to-the-audience basis and by means of a digital audio transmission), publicly display, create derivate works of, communicate to the public, synchronize and otherwise exploit (collectively, “distribute”) (1) the Artist’s Music and perform the Media on the Artist’s behalf (e.g., reproduce, transcode, copy and store the Artist’s Music on computer servers owned and/or operated by or on behalf of Company or its authorized sublicensees and distributors, and publicly perform, transmit, synchronize, stream, distribute, and playback the Artist’s Music) using any technologies or methodologies now known or hereafter developed, and (2) Distribute all associated copyrightable works or metadata, including, without limitation, song lyrics and musical notations, album cover artwork, photographs, graphics, and descriptive text (“Artworks”) in connection with the Media);
( ii ) Allow Users of the Media to receive public performances and public displays of the Artist’s Music and Artworks and to reproduce the Artist’s Music and Artworks on any and all devices owned or controlled by You and/or the User for non-commercial purposes and receive performances and displays of same; and
Reproduce, use, and publish, and to permit others to reproduce, use and publish, the name(s), trademarks, likenesses, and personal and biographical materials of the Artist, in connection with the provision of the Services.
To enable the Company to distribute Your and/or the User’s Music pursuant to the above provisions, You and/or the User hereby grant to Company the worldwide, non-exclusive, royalty-free, sublicensable, and transferable right to use, distribute, reproduce, copy, and display your trademarks, service marks, slogans, logos or similar proprietary rights (collectively, the “Trademarks”) solely in connection with the Media or in the marketing, promotion or advertising of the Media and relevant Services, including in all forms of marketing, promotion, and advertising materials now known or hereafter created.
By uploading any Music or Artworks to the Media You and/or the User represent and warrant, and can demonstrate to the Company’s full satisfaction upon request, that:
( i ) You and/or the User own or otherwise control all rights to Your and/or the User’s Music and Artworks (or that such Music and Artworks are in the public domain or have otherwise been directly licensed to the Artist in writing with a grant of rights sufficient to permit the Artist to enter into this Agreement and to grant all of the rights with respect to the Artist’s Music or Artworks as set forth in this Agreement (hereinafter “Direct Licensed”);
( ii ) You and/or the User have full authority to act on behalf of any and all owners of any right, title or interest in and to any Music You and/or the User upload to the Media and to the Artworks;
( iii ) You and/or the User have permission to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within the Music and/or Artworks, and to use such individual’s identifying or personal information (to the extent such information is used or contained in the Music and/or Artworks) as contemplated by these Terms of Use, and
(iv) You and/or the User are authorized to grant all of the aforementioned rights to the Music and/or Artworks to Company and all Users of the Media.
You and/or the User represent and warrant that the use or other exploitation of Your and/or the User’s Music and/or Artworks by Company and its authorized sublicensees and distributors and/or by Users of the Media as contemplated by this Agreement will not infringe or violate the rights of any third party, including, without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
You and/or the User represent and warrant that, to the extent You and/or the User are the songwriter of any or all of the Musical Works embodied in Your and/or the User’s Sound Recordings or Music Videos, whether in whole or in part (e.g., as a co-writer), You and/or the User have the full right, power, and authority to grant the rights set forth in this Agreement notwithstanding the provisions of any agreement You and/or the User may have entered into with any performing rights organization (“PRO”), whether based in the United States (e.g., ASCAP, BMI or SESAC) or elsewhere, or any music publisher, and that You and/or the User are solely responsible for taking all steps necessary to inform such PRO or music publisher of Your and/or the User’s grant of a royalty free license to Company for the public performances and communications to the public of Your and/or the User’s Musical Works, and that no fees or payments of any kind whatsoever shall be due to any PRO or music publisher for the public performance or communication to the public of Your and/or the User’s Musical Works.
You and/or the User represent and warrant that no fees of any kind shall be due any third party, including, but not limited to, any union, guild, non-featured vocalist or musician, engineer or producer, for the use or re-use of Your and/or the User’s Music as authorized under this Agreement.
If any agreement You and/or the User have entered into with any third party, including, a music publisher, union or guild, whether by law or contract, prohibits You and/or the User from granting company the right and license set forth in this Agreement and making the representations and warranties set forth in the four paragraphs immediately above, then You and/or the User are prohibited from uploading Your and/or the User’s music to the Media and shall be responsible for indemnifying and holding the Company harmless from and against any and all claims arising from the exploitation of Your and/or the User’s music on the Media, including all court costs and legal fees.
8.4 Intellectual Property Rights: Fan
The Media provides users with the ability to add, create, upload, submit, distribute or post (“Submitting” or “Submission”) content, videos (including Music Videos), audio clips (including Music), written forum comments, data, text, photographs, software, scripts, graphics, or other information to the Media (collectively, the “User Submissions”).
By Submitting User Submissions on the Media or otherwise through the relevant Services, You and/or the User:
( i ) Acknowledge that by Submitting any User Submission to the Media, You and/or the User are publishing that User Submission, and
( ii ) that You and/or the User may be identified publicly by Your and/or the User’s User ID in association with any such User Submission;
By Submitting any User Submissions through the Media or the relevant Services, You and/or the User hereby grant Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, publicly display, publicly perform (including on a through-to-the-audience basis and by means of a digital audio transmission), communicate to the public, synchronize and otherwise fully exploit the User Submissions in connection with the Media, the relevant Services and Company’s (and its successors and assigns’) business, including without limitation for promoting and redistributing part or all of the Media (and derivative works thereof) or the relevant Services in any media formats and through any media channels (including, without limitation, third party websites), whether now known or hereafter developed.
You and/or the User also hereby do and shall grant each user of the Media and/or the relevant Services a non-exclusive license to access Your and/or the User’s User Submissions through the Media and the relevant Services, and to use, edit, modify, reproduce (on any and all devices owned or controlled by the user), distribute, prepare derivative works of, display and perform such User Submissions solely for personal, non-commercial use.
For clarity, the foregoing license grant to Company does not affect Your and/or the User’s other ownership or license rights in Your and/or the User’s User Submission(s), including the right to grant additional licenses to the material in Your and/or the User’s User Submission(s), unless otherwise agreed in writing;
You and/or the User represent and warrant, and can demonstrate to Company’s full satisfaction upon request that:
( i ) You and/or the User own or otherwise control all rights to all content in Your and/or the User’s User Submissions, or that the content in such User Submissions is in the public domain or Direct Licensed,
( ii ) You and/or the User have full authority to act on behalf of any and all owners of any right, title or interest in and to any content in Your and/or the User’s User Submissions to use such content as contemplated by these Terms of Use and to grant the license rights set forth above,
( iii ) You and/or the User have the permission to use the name and likeness of each identifiable individual person and to use such individual’s identifying or personal information as contemplated by these Terms of Use; and
( iv ) You and/or the User are authorized to grant all of the aforementioned rights to the User Submissions to Company and all users of the Media;
You and/or the User agree to pay all royalties and other amounts owed to any person or entity, including any PROs, due to Your and/or the User’s Submission of any User Submissions to the Media;
The use or other exploitation of such User Submissions by Company and use or other exploitation by users of the Media and relevant Services, as contemplated by this Agreement, will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
You and/or the User understand that the Company shall have the right to delete, edit, modify, reformat, excerpt, or translate any materials, content or information submitted by You and/or the User; and that all information publicly posted or privately transmitted through the Media is the sole responsibility of the person from which such content originated and that Company will not be liable for any errors or omissions in any content; and that Company cannot guarantee the identity of any other users with whom You and/or the User may interact in the course of using the Media.
The Company does not endorse and has no control over any User Submission. The Company cannot guarantee the authenticity of any data which users may provide about themselves. You and/or the User acknowledge that all Content accessed by You and/or the User using the Media is at Your and/or the User’s own risk, and You and/or the User will be solely responsible for any damage or loss to any party resulting therefrom.
9. Your and/or the User’s Feedback to Us
You and/or the User assign all rights, title and interest in any Feedback You and/or the User provide the Company. If for any reason such assignment is ineffective, You and/or the User agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.
10. Links to Other Websites
Our Media may contain links to third-party websites or services that are not owned or controlled by the Company.
The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You and/or the User further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or services.
We strongly advise You and/or the User to read the terms and conditions and privacy policies of any third-party websites or services that You and/or the User visit.
11. Termination
We may terminate or suspend Your and/or the User’s Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You and/or the User breach these Terms and Conditions. Upon termination, Your and/or the User’s right to use the Media will cease immediately. If You and/or the User wish to terminate Your and/or the User’s Account, You and/or the User may simply discontinue using the Media. For details on how to deactivate Your and/or the User’s account please refer to our Privacy Policy at www.audiocult.net/Privacy.
12. Limitation of Liability
Notwithstanding any damages that You and/or the User might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You and/or the User through the Media.
To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Media, third-party software and/or third-party hardware used with the Media, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
13. "AS IS" and "AS AVAILABLE" Disclaimer
The Media is provided to You and/or the User "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Media, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice.Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Media will meet Your and/or the User’s requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied:
( i ) as to the operation or availability of the Media, or the information, content, and materials or products included thereon; ( ii ) that the Media or any component thereof will be uninterrupted or error-free; ( iii ) as to the accuracy, reliability, or currency of any information or content provided through the Media; or ( iv ) that the Media, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer under any legislation whatsoever, so some or all of the above exclusions and limitations may not apply to You and/or the User. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.
14. Governing Law
The Federation of United Arab Emirates Laws, excluding its conflicts of law rules, shall govern this Terms and Your and/or the User’s use of the Media. Your and/or the User’s use of the Website and/or the Mobile Application may also be subject to other local, state, national, or international laws.
15. Disputes Resolution
If You and/or the User have any concern or dispute about the Media, You and/or the User agree to first try to resolve the dispute informally by contacting the Company. Disputes arising from ticket sales or purchases of merchandise through the platform, must be addressed directly with the seller. Audiocult will not be held accountable for wrongly processed transactions that originated from an end-user of the Platform.
16. Severability and Waiver
16.1 Severability
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
16.2 Waiver
Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.
17. Changes to These Terms and Conditions
We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.
By continuing to access or use Our Media after those revisions become effective, You and/or the User agree to be bound by the revised terms. If You and/or the User do not agree to the new terms, in whole or in part, please stop using the Media.