BEATCAST WEBSITE AND LICENSE GENERAL TERMS

1. These terms together with the applicable Contract Specific Terms apply to any and all use of the Site and to any licensing arrangement entered into by us.  Any and every act of accessing or using the Site, completing Registration or obtaining, using or paying for Content shall constitute your agreement to be bound by and comply with the Terms or any amendment to the Terms in force at the time.

2.Definitions

2.1In these terms and conditions, the following definitions have the following meanings:

“Content” means all sound, images, footage, related data or other material made available to you by Beatcast.

“Contract”: Any subscription agreement between Beatcast and you allowing access to restricted areas of the Site or access to content or any individual licence of Content granted by Beatcast to you whether money is exchanged or not;

“Contract Specific Terms”: Any and all information and terms supplied by Beatcast to you applying to a specific Contract prior to the conclusion of that Contract.

“Fee”: The fee payable to Beatcast under any Contract as specified in the Contract Specific Terms;

“IPR”: all patents, trade marks, service marks, copyright, design right, database rights, know-how, processes, trade practices and other intellectual property rights whatsoever, whether registered or unregistered anywhere in the world;

“Licensed Content”: in relation to each Contract, such Content as is specified in the Contract Specific Terms;

“Login”: the personal username and password which will be created by you upon Registration, (which may be amended from time to time as enabled via the Site) allowing you to access and use the Site and any associated benefits;

“Site”: the Beatcast web site at www.Beatcasttv.com and any of the sub-domains thereof;

“Service”: the Beatcast service whereby you are provided with access to online use of the Site where you can view Content and your account information;

“Registration”: the process of registration for the Service in compliance with clause 3.1;

“Terms”: these Website and License General Terms and all applicable Contract Specific Terms (if any);

“we”, “us”, “our” Beatcast Limited, a company registered in England and Wales with company registration number 06558687 having its registered office at Templeton Studios, 114 High Street, Hampton Hill, Middlesex, UK, TW12 1NT

“User Content”: all sound, text, images, footage, related data or other material inputted, uploaded or otherwise communicated by you to the Site or to us including by way of selecting items to be linked to the Site.

“you”, “your”, “yourself” the individual, using or Registering with the Site (Registrant) or if  the individual Is acting for his employer or on behalf of another as an agent, (1) for the purposes of all rights to use Content, said individual only (2) for all other purposes, both the individual and said employer or principal jointly and severally.

3.Registration

In order to access the Service or parts of the Service, we may require you to provide and register certain information with us.

You must ensure that the information submitted in your Registration is complete and accurate.

No Registration shall be validly submitted other than via the standard order screen on the Site. Conditions purported to be stipulated by you in any way to us, to the extent that they are inconsistent with the Terms, shall be void.

Where the Site or parts of the Site requires or intends Registration:

(1) all licences of Content shall only be valid if granted subsequent to and within the framework of Registered use of the Site.

(2) you agree to access the Service by use of the Login only

You agree to not create any link to any part of the Site except the homepage or where links are specifically permitted and shall not violate or bypass any measures employed or designed to restrict access to any part of the Site.

You agree to keep the Login confidential at all times, shall take reasonable steps to prevent others from obtaining your Login and shall inform us if at any point you consider that your Login has been compromised and/or is being misused by someone else and shall take such action as is required and/or is requested by us to prevent such misuse

You are responsible for all Fees relating to activities conducted using your Login up till the time that you notify us of unauthorised use of your Login.

4.Technical Use of the Site

4.1. You warrant and undertake that you shall not, and shall not permit others to: 

modify, translate, create derivative copies of or copy any aspect of the Site;

reverse engineer, decompile, disassemble or otherwise tamper with any material on the Site;

distribute, sub-license, assign, share, timeshare, sell, rent, lease, grant a security interest in or otherwise transfer any of your rights to use the Site;or

use the Site in any manner not expressly authorised or envisioned or in a way which may bring us into disrepute or for any illegal purpose. 

5.License

5.1. Upon the agreement of any Contract and the payment of any Fees due upon such agreement, we grant you a non-exclusive licence to use the Licensed Content solely for your own personal use in the format in which we supply it.

5.2Under no circumstances may any Content be re-sold, sub-licensed used as a trademark or used for any commercial or unlawful purpose by you including use to generate advertising revenue.

5.3You agree not to make any misleading representation or statement regarding the origin or creator of any of the Content

6.Payment

6.1. Unless otherwise stated, all Fees must be paid prior to or upon completion of each Contract, via the Site, by secure credit or debit card payment.

6.2. Where Fees under a Contract are to be paid periodically, within a reasonable time prior to the expiry of each Period we will send you a renewal notice by e-mail (“Renewal Notice”) notifying you that the current Period is approaching expiry and that the subscription will be automatically renewed at the end of the relevant Period. The Renewal Notice will quote the relevant date of renewal and the amount of the further Fees.

6.3. In the event that you wish to cancel any subscription, you must send notice in writing to us (which may be by e-mail) requesting cancellation no later than 30 working days prior to the end of the current Period, upon receipt of which:

6.3.1. we will cancel your subscription to the Contract;

6.3.2. no further Fee will be debited from your credit or debit card; and

6.3.3. if relevant, on the expiry of the current subscription period your Login will be invalidated and the Contract will immediately terminate.

6.4All Fees are expressed exclusive of VAT unless specified.

7.Intellectual Property Rights

7.1. All IPR in the Site, Content and all material, content, information or benefits relating to the same, is owned or licensed by us and nothing in these terms and conditions shall confer any ownership of any IPR in the same on you.

8.Content and Use of the Site

8.1. You grant to us a world-wide, royalty-free, irrevocable, non exclusive license (including the right to sub-license) to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any User Content (in whole or part) and/or to incorporate such content in other works in any form, media or technology now known or developed.

8.2. You agree not to upload, post or otherwise make available on the Site or to display alongside Content whether on the Site or otherwise, any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right or use the Site for any other illegal purpose and the burden of determining that any material is not protected by copyright or that such permission has been obtained rests with you.

8.3. You agree not to upload, post or otherwise make available on the Site any material that is defamatory or potentially defamatory, obscene, racist or generally offensive, or that promotes bigotry, hatred or physical harm of any kind.

8.4. You agree that you shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from submission of User Content and agree to indemnify us and keep us indemnified against any damage, harm or loss resulting from such a submission.

8.5You agree not to use the Service to send unsolicited bulk messages.

8.6You agree to not register or use more than one username. Any user found using more than one username without prior written (emailed) permission will be banned and all relevant posts and accounts will be removed at our discretion.

8.7You acknowledge that we are not responsible for any content of any third-party websites accessible by links from the Site or for the actions or inaction of any user or proprietor of such third party websites.

9.Cancellation

9.1You may cancel your Registration at any time prior to first use of your Login and confirmation of your acceptance of these terms and conditions, by notice in writing to us (which may be by e-mail) quoting your reference number.

10. Limitation of Liability

10.1. You acknowledge that the following provision reflects a fair allocation of risk. These terms and conditions set out our entire liability to you and all other liability of us to you is hereby excluded, subject that nothing shall exclude or restrict our liability for fraudulent misrepresentation and/or for death or personal injury (including but not limited to sickness and death) to the extent that such injury results from our negligence or wilful default, or that of our servants, agents or subcontractors.

10.2. You agree that our total liability under each Contract shall not exceed (death or personal injury excepted) the Fee paid by you to us pursuant to that Contract, including where such liability arises out of our negligence.

10.3. In no event shall we be liable to you whether in contract, tort, by statute or otherwise in respect of any loss of profits and/or for any special, indirect, incidental or consequential loss or damage arising out of or in connection with the Service or the Content, including without limitation: loss of revenue, loss of anticipated savings, loss of business and/or goods, loss of goodwill, loss of use, loss and/or corruption of data and/or other information or benefits. For the avoidance of doubt, neither the types of loss and/or damage specified above nor any similar types of loss and/or damage shall constitute direct loss for the purposes of this Agreement.

10.4. You agree to notify us of any claim or allegation that the Content infringes any third party rights within ten days of becoming aware of the same.

11. Indemnities

11.1. You will fully indemnify and keep us and all our associate companies indemnified against all losses and damages (including loss of profits, special, indirect, incidental or consequential loss or damage, loss of goodwill and any reasonable legal costs or sums paid in settlement of any claim or proceedings brought against us by a third party) arising due to any breach of these Terms by you and also in the event of any claim or legal proceedings brought/threatened against us by a third party as a result of your actions.

12. Restrictions of the Internet

12.1. You acknowledge that:

12.1.1. we have no control over the Internet which is a global decentralised network of computer systems. Accordingly, access to the Site shall not be error free or uninterrupted and may be variable; and

12.1.2. information, benefits and other material accessible over the Internet, including  via the Site may contain computer viruses, worms, Trojan horses, cancelbots, or other harmful and destructive components. We are not liable and will not be liable for any direct, indirect, incidental or other loss or damages which result or may result from your access to or use of the Internet. We strongly recommend that you maintain sufficient and updated anti-virus benefits on any hardware used to access the Site and/or access material on the Site.

13. Downtime

13.1. Every effort is made to ensure the continuity of the Site, but some occasional technical downtime beyond our control may occur. Such downtime may prevent you from accessing the Service on the Site for the duration of the down time. We and our associated companies shall not be liable if your access to the Service via the Site is delayed or prevented by any cause beyond our control including, for the avoidance of doubt, hosting server downtime.

14. Confidentiality

14.1. In the course of our dealings with you, we may provide you with certain information including information concerning trade secrets, confidential operations, processes, or dealings, concerning the organisation, business, finances, transactions or affairs of Beatcast or its customers or clients. You shall not except as authorised or required by us, divulge or communicate any of this information to any person, persons or company.

15. Termination

15.1. We may terminate any Registration and / or any Contract, including any license granted thereunder and invalidate your Login at any time upon notice in writing (which may be by e-mail) to you (1) in the event of any breach by you of the provisions of the Terms including the failure to pay any Fees when they become due or (2) in the event that you are insolvent or bankrupt within the meaning of the Insolvency Act or any other replacement legislation.

16. Notices

16.1. Any notice required or permitted under these terms and conditions shall be in writing (which may be by e-mail) and shall be deemed to have been properly given:

16.1.1. 48 hours after being posted by first class mail (by airmail if sent internationally) with postage prepaid to the address for us set out in these terms and conditions and for you as set out during Registration or other address notified for the purpose; or

16.1.2. at close of business (17:00 hours local time) on the day of effective transmission if sent by e-mail.

17. General

17.1. No provision of these Terms shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not party to it, except for the avoidance of doubt by any one or more of our subsidiaries, if any, from time to time.

17.2. We may assign our rights or obligations under these terms and conditions at anytime. Subject to the other provisions of these terms and conditions, you may not assign your rights or obligations under these terms and conditions without our prior written consent.

17.3. We shall not be liable for failure to meet our obligations under these terms and conditions if we are prevented from or delayed in doing so due to circumstances beyond our reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.

18. Governing Law

18.1 These terms and conditions shall be interpreted in accordance with and governed by English law and the parties shall submit to the exclusive jurisdiction of the English courts.