These Terms of Use are current as of March 2019.
Please read these terms and conditions carefully.
1. Your acceptance of these Terms of Use
1.1 These Terms of Use, together with our Policies, constitute a binding agreement (the “Agreement”) between BandLab (“BandLab”, “we”, “us”), and all parties (“Users”, “you”) who use or access the web and mobile versions of the BandLab website, any BandLab mobile and desktop app, and any related players, widgets, tools, applications, data, software, APIs and platforms made available from time to time by us (collectively, the “Services”), regardless of whether you have registered a BandLab account (“Account”).
1.2 Our Policies include:
1.2.1 Privacy Policy
1.2.2 Community Guidelines
1.2.3 Cookies Policy
1.2.4 Copyright Policy
1.2.5 GDPR Data Processing Addendum
1.3 By accessing, visiting or using the Services, you agree to be bound by the Agreement as updated from time to time. We may, in our sole discretion, modify or revise the terms of the Agreement at any time. It is your responsibility to check this page from time to time for updates.
1.4 You represent and warrant that you have read and understood the terms of the Agreement and will abide by them, and that you are either 18 years of age or more, or the applicable age of majority in your jurisdiction, or if you are under 18 years of age or the age of majority in your jurisdiction, you are 13 years of age or more and have your parent(s)’ or legal guardian(s)’ permission to use the Services.
1.5 IMPORTANT! IF YOU ARE NOT 13 YEARS OLD OR OLDER, YOU MUST GET YOUR PARENT OR GUARDIAN TO READ THESE TERMS OF USE AND AGREE TO THEM FOR YOU BEFORE YOU USE THE SITE OR PROVIDE ANY INFORMATION TO US. PLEASE REVIEW THIS WITH YOUR PARENT OR GUARDIAN SO THAT YOU BOTH UNDERSTAND HOW THE SERVICES WORK, AND WHAT RESTRICTIONS APPLY TO YOUR USE OF THE SERVICES.
2. Your BandLab Account
2.1 Certain features and portions of the Services are only available or accessible to Users who have registered an Account (“Registered Users”).
2.2 When you register an Account, you will provide us with your email address, and will choose a Username and Password for your Account. You must ensure that the email address that you provide is, and remains, valid. Your email address and any other information you choose to provide about yourself will be treated in accordance with our Privacy Policy. Please read our Privacy Policy to understand how you can control visibility of the information you provide when you register an Account.
2.3 You are solely responsible for maintaining the confidentiality and security of your Username and Password. You will remain responsible for all use of your Username and Password, and all activity emanating from your Account, whether or not such activity was authorised by you.
2.4 If your Username and/or Password is lost or stolen, or if you believe that your Account has been accessed by unauthorised Third Parties, you are advised to notify us directly in writing, and should change your Password at the earliest possible opportunity.
2.5 We reserve the right to disallow, cancel, remove or reassign certain Usernames and permalinks in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your Account and/or access to the Services if activities occur on your Account which, in our sole discretion, would or might constitute a violation of the Agreement, or an infringement or violation of the rights, including the Intellectual Property Rights, of any Third Party, or of any applicable laws or regulations.
2.6 You may terminate your Account at any time as described in the Termination section below.
3. User Generated Content
3.1 Ownership: You retain ownership of all Content that you Submit through use of the Services (“Your Content”). We do not claim any ownership rights over Your Content.
3.2 Licence granted to us: By Submitting Your Content through the Services, you hereby grant us a worldwide, non-exclusive, royalty-free, sub-licensable and transferable licence to access, use, reproduce, distribute, publicly display, publicly perform, adapt, synchronise, prepare derivative works of, compile, make available and otherwise communicate Your Content to the public, in connection with the Service and our (and our successors’ and Related Entities’) business, including the distribution of advertising or other promotional material through the Services.
3.3 Licence granted to other Users: You grant to other Users, and to operators and users of Linked Services, a worldwide, non-exclusive, royalty-free, sub-licensable and transferable licence to access, use, reproduce, distribute, publicly display, publicly perform, adapt, synchronise, prepare derivative works of compile, make available and otherwise communicate to the public, Your Content, utilising the Sharing Functionalities of the Services available from time to time, and in accordance with the Content Sharing Settings set by you using the Sharing Functionalities.
3.4 Termination of Licences: The above licences which you grant to us and to other Users, will terminate within a commercially reasonable and practicable time after you remove or delete Your Content from the Services or within a commercially reasonable and practicable time after you terminate your Account, except (a) the above licences will not terminate in respect of Content which you Share with others (including in a Band) and which they have not removed from the Services; and (b) the above licences granted by you in User comments you Submit are perpetual and irrevocable.
3.5 Linked Services: You hereby acknowledge and agree that once Your Content is distributed to a Linked Service, we are not obligated to ensure the deletion of Your Content from any servers or systems operated by the operators of any Linked Service, or to require that any user of the Linked Service deletes any item of Your Content from the Linked Service.
3.6 Your responsibility for Your Content: You are solely responsible for all Content that you Submit on or through the Services. We neither endorse nor assume any responsibility for Your Content.
3.7 Ownership of others Users’ Content: Any Content made available on the Services, other than Your Content, remains the property of the relevant User, and may be subject to Intellectual Property Rights. You do not acquire ownership of another User’s Content, if you merely repost that Content, or include that Content in a playlist or station. You also do not acquire any rights or permission to use another User’s Content except as stated in the Agreement. Such Content may not be downloaded, reproduced, distributed, transmitted, re-uploaded, adapted, synchronised, republished, displayed, sold, licensed, made available or otherwise communicated to the public or exploited for any purposes except through the Sharing Functionalities of the Services and in accordance with the Content Sharing Settings set by the relevant User using the Sharing Functionalities of the Services, or with the prior written consent of the relevant User. You agree not to circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict the Sharing of any Content or which enforce limitations on use of the Service or the Content therein.
3.8 Prohibited Content: You must not Submit any Content which:
3.8.1 is unlawful, abusive, libelous, defamatory, pornographic or obscene, and will not promote or incite harassment, violence, terrorism, illegal acts, or hatred on the grounds of race, ethnicity, cultural identity, religious belief, disability, gender, identity or sexual orientation;
3.8.2 contains a Third Party’s Intellectual Property, unless you have permission from the rightful owner of the Content;
3.8.3 is contrary to the Agreement; and/or
3.8.4 that is contrary to applicable local, national, and international laws and regulations.
3.9 Representations and warranties: You hereby represent and warrant to us as follows:
3.9.1 Your Content, and each and every part thereof, is an original work by you, or you have obtained all rights, licences, consents and permissions necessary in order to use at and to authorise us and other Users to use, Your Content pursuant to these Terms of Use, including, without limitation, the right to upload, create, reproduce, store, transmit, distribute, share, publicly display, publicly perform, make available (including for access offline) and otherwise communicate to the public Your Content, and each and every part thereof, on, through or via the Services and any Linked Services.
3.9.2 Your Content and the availability thereof on the Services does not and will not infringe or violate the rights of any Third Party, including, without limitation, any Third Party Intellectual Property Rights.
3.9.3 You have obtained any and all necessary consents, permissions and/or releases from any and all persons appearing in Your Content in order to include their name, voice, performance or likeness in Your Content and to publish the same on the Services and via any Linked Services
3.10 Right, but not obligation, to monitor content: While we have no obligation to and do not monitor, review or edit Content Submitted by Users, we reserve the right to remove Content, suspend or terminate your access to the Services and/or pursue all legal remedies if we believe that any such Content breaches any of the foregoing representations or warranties, or otherwise infringes a Third Party’s rights, including Intellectual Property Rights, or violates any law, rule or regulation.
4. BandLab’s Intellectual Property Rights
4.1 The Services are proprietary to us and must not be used other than strictly in acceptance with the Agreement. When you agree to the Agreement, we grant you a personal, limited, non-exclusive, non-transferable, non-sublicensable right to use the Services.
4.2 You may not under any circumstances:
4.2.1 copy, sell, resell, assign, licence, distribute, transmit, publicly display, rent, lease, lend, export, offer on a “pay-per-use” basis, publish or otherwise reproduce the Services or any part thereof in any form by any means;
4.2.2 adapt, modify, decompile, disassemble, localise, port and/or reverse engineer the Services or any part thereof;
4.2.3 remove, obscure or destroy any copyright, trade secret, proprietary or confidential legends or marking placed upon or contained within the Services;
4.2.4 prepare or develop derivative works based on the Services;
4.2.5 use the Services for any purpose other than those permitted under the Agreement; or
4.2.6 remove, extract, download or copy any software, firmware, program and/or any code of any kind which have been embedded and/or incorporated into the hardware, devices and/or equipment comprised in any device used to access the Services.
4.3 Any breach of the aforesaid restrictions shall result in immediate and automatic termination of all rights and licence granted hereunder. The use restrictions set out herein shall survive the termination of the Agreement.
4.4 As part of the Services, we may make available to you Content to which we hold the Intellectual Property Rights. We do not grant you ownership over any such Content. We grant you a non-exclusive, revocable licence to make use of the BandLab-generated Content within the functionalities of the Services and in accordance with the Agreement.
4.5 All of our Intellectual Property Rights, including our trademarks and other features of the BandLab brand, are our sole property. The licence which we grant you to use the Services, does not entitle you to use our Intellectual Property Rights or any other features of the BandLab brand, whether for commercial or non-commercial purposes.
5. BandLab’s Limitation of Responsibility and Liability
5.1 BandLab not responsible for monitoring Content: We are under no obligation to monitor or review Content Submitted on or through the Services, and we assume no responsibility or liability arising from the Content or for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, inaccuracy or any other objectionable material Submitted to or made available on the Services or External Services. You hereby acknowledge and agree that we store User Content at the direction and request of, and with the authorisation of Users; act merely as a passive conduit and/or host for the uploading, creation, collaboration, storage and distribution of User Content; play no active role and give no assistance in the presentation or use of User Content; do not monitor, review or edit User Content; and are not responsible for User Content and do not endorse any opinion contained in User Content.
5.2 No representations or warranties: The Services and the Content are provided on an “as is” and “as available” basis. You agree that your access to and use of the Services and Content shall be at your sole risk. No representations or warranties of any kind, implied, express or statutory, including the warranties of non-infringement of Third Party rights, title, merchantability, satisfactory quality or fitness for a particular purpose, and freedom from computer virus or other malicious, destructive or corrupting code, agent, program or macros, are given in conjunction with the Content or the Services. Without prejudice to the generality of the foregoing, we do not warrant:
5.2.1 the accuracy, timeliness, adequacy, commercial value or completeness of the Services or the Content, and expressly disclaim any liability for errors, delays or omissions in the Content, or liability for any action taken in reliance on the Content or the Services;
5.2.2 that your use of and/or access to Services or the Content, will be uninterrupted, timely, secure or free from errors or that any defects will be corrected;
5.2.3 that the Services and/or any Content will meet your requirements or are free from any virus or other malicious, destructive or corrupting code, agent, program or macros;
5.2.4 that any information, instructions or communications posted or transmitted by you through the Services is secure and cannot be accessed by unauthorised Third Parties;
5.2.5 that any elements of the Services designed to prevent unauthorised access, Sharing or download of Content will be effective;
5.2.6 that access to and/or use of Content and/or the Services by you will not infringe the rights of any Third Parties, including Intellectual Property Rights; and
5.2.7 that your use of the Services is lawful in any particular jurisdiction.
5.3 Limitation of Liability: The Indemnitees shall not be liable to you for any loss, damages or expenses (including any direct, indirect, incidental, special, consequential or punitive damages or economic loss or any claims for loss of profits or loss of use) whatsoever or howsoever caused (regardless of the form of action) arising directly or indirectly in connection with:
5.3.1 any access to and/or use of the Services, Content or External Services;
5.3.2 your inability to use and/or access the Services or any parts thereof, or to access any Content or any External Services through the Services;
5.3.3 your reliance on any Content or information relating to Content; or any inaccuracy or defect in any Content or any information relating to Content;
5.3.4 any errors or omissions in the Services’ technical operation, including but not limited to any delay or interruption in transmission, or any computer virus or other malicious, destructive or corrupting code, agent program or macros;
5.3.5 any changes that we may make to the Services or any part thereof, or any temporary or permanent suspension or cessation of access to the Services or any content in or from any or all territories;
5.3.6 any action taken against you by Third Parties with respect to any alleged infringement of such Third Party’s rights related to your Content or your access to and/or use of the Services and/or the Content;
5.3.7 any action taken as part of an investigation by us or any relevant law enforcement authority regarding your use of the Services and/or Content;
5.3.8 your failure to provide us with accurate or complete information, or your failure to keep your Username and/or Password suitably confidential;
5.3.9 any misconduct by other Users or Third Parties using the Services, especially in breach of the Agreement;
5.3.10 any loss or damage to any computer hardware or software, any loss of data (including your Content), or any loss or damage from any security breach; and/or
5.3.11 any loss of profits, or any loss you suffer which is not a foreseeable consequence of us breaching the Agreement. Losses are foreseeable where they could be contemplated by you and us at the time you agree to the Agreement, and therefore do not include any indirect losses, such as loss of opportunity.
5.4 Indemnity: Save for losses arising directly from our fraud or wilful default, you hereby agree to defend, indemnify and hold harmless the Indemnitees from and against any claims (actual and threatened), settlement sums, liability, losses, damages, costs (including solicitor and client costs and expenses (legal or otherwise), charges, expenses, actions, proceedings, whether foreseeable or not, which the Indemnitees may sustain, suffer or incur, directly or indirectly out of or in the course of or in connection with any of the following:
5.4.1 your access to and/or use of the Services or any part thereof;
5.4.2 any Content you Submit to and/or through the Services;
5.4.3 our having made available the Services and/or Content, or having entered into the Agreement with you;
5.4.4 any enforcement of our rights under the Agreement;
5.4.5 any violation by you of any terms of the Agreement, however arising;
5.4.6 any negligent act or omission, wilful default, unlawful act, fraud, misrepresentation and/or misconduct on your part;
5.4.7 any claims for violation of any Third Party rights, including, without limitation any Intellectual Property Right or privacy right, arising from or in relation to your access to and/or use of the Services and/or Your Content;
5.4.8 any claims arising from the provision of Your Content on the Services, and/or your making available thereof to other Users of the Services, and/or the actual use of Your Content by other Users of the Services or Linked Services in accordance with the Agreement in accordance with the Content Sharing Settings set by you using the Sharing Functionalities of the Services;
5.4.9 any claims relating to the completeness, accuracy, currency or reliability of any information provided by Users; and/or
5.4.10 any activity related to your Account, be it by you or by any other person accessing your Account with or without your consent.
5.5 Nothing in these Terms of Use limits or excludes the liability of the Indemnitees for (i) for any death or personal injury caused by its or their negligence, or (ii) any losses arising directly from its or their fraud or wilful default.
6. Blocking and Removal of Content
6.1 We reserve the right, but shall not be obliged to:
6.1.1 remove, block, reject or relocate any Content appearing on or through the Services at any time;
6.1.2 prevent or restrict access to the Services by any User or Third Party;
6.1.3 report any activity that we suspect to be in violation of any applicable law, statute or regulation to the appropriate authorities and to co-operate with such authorities;
6.1.4 request any information and data from you in connection with your use of the Services at any time, and exercise our rights under this paragraph if you refuse to divulge such information and/or data or if you provide or if we have reasonable grounds to suspect that you have provided inaccurate, misleading or fraudulent information and/or data; and/or
6.1.5 suspend or terminate your access to the Services, without warning, if we determine, in our sole discretion, that you have breached the Agreement, or if ordered to do so by a court, and/or in other appropriate circumstances, as determined by us at our sole discretion.
6.2 If you discover any Content on the Services that you believe infringes your copyright, please report this to us using any of the methods outlined on our Copyright Information pages.
6.3 If you discover any Content that you believe to be in violation of your other Intellectual Property Rights, or which you believe is defamatory, pornographic, obscene, racist or otherwise liable to cause widespread offense, or which constitutes impersonation, abuse, spam or otherwise violates the Agreement or applicable law, you may report this to us by email at support@bandlab.com.
7. Third Party Websites and Services
7.1 The Services may provide you with access to websites, applications and/or platforms which are owned and/or operated by Third Parties, including Linked Services, and/or information located on the Internet (collectively, “External Services”).
7.2 You acknowledge and agree that we do not have or maintain any control over External Services, and that we are not responsible for their content, operation or use, or the consequences of accessing any such External Services. You acknowledge and agree that, by linking or otherwise providing access to any External Services, we do not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality or authenticity of content, or information provided by such External Services.
7.3 External Services may have their own terms and conditions of use, and may have different practices and requirements to the Services provided by us. You are solely responsible for reviewing any terms of use or other terms governing your use of the External Services, which you use at your own risk. You acknowledge and agree that you are solely responsible for taking the precautions necessary to protect yourself when using External Services, and to protect your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material that may be included on or may emanate from any External Services.
8. Consent to Disclosure and Provision of Information, and Cookies
8.1 Privacy Policy: Our Privacy Policy explains how we treat your Personal Data when you access and/or use the Services. By accessing and/or using the Services, you agree to that we can collect, use and disclose any Personal Data you provide to us in accordance with our Privacy Policy (which may be found here), as may be updated and/or amended by us from time to time.
8.2 Cookies: In addition, in common with most online platforms, we use cookies to help us understand how people are using the Services, so that we can continue to improve the service we offer. Our use of cookies, and how to disable cookies, is explained in our Cookies Policy.
8.3 Consent to disclose: You acknowledge and agree that all information and/or particulars sent or submitted by you in relation to any access or use of the Services or which have been collected from your access or use of the Services (including Personal Data) is non-confidential and non-proprietary, and may be used by us or shared with our service providers, agents, business partners and Related Entities that we work with in connection with our business. Specifically, the information may be used for the following purposes and you consent to us and/or our personnel disclosing any such information, whether in Singapore or otherwise:
8.3.1 to any of our agents, subcontractors, partners or Related Entities which we, in our sole and absolute discretion, consider has a legitimate purpose for obtaining such information; and
8.3.2 to comply with any order or request of any court or government or regulatory authority in any jurisdiction.
8.4 Collection of data: In addition to the information that you submit, you consent to our systems being programmed to gather certain anonymous data to help us understand how the Services are being used and how we can improve it. This automatically gathered data includes your computer’s IP or “Internet Protocol” address, statistics about how you navigate through the Services, and information provided through the use of Cookies.
8.5 Consent to receive messages: You consent to and authorise the use by us of any information provided by you (including Personal Data) for the purposes of the sending of messages to you. Your agreement to the provisions of this Clause 8.5 shall constitute your consent for the purpose of the provision of any personal data and spam control laws (whether in Singapore or elsewhere).
8.6 Feedback: We may, from time to time, invite or provide you with means to provide feedback regarding the Services, and in such circumstances, any feedback you provide will be deemed non-confidential and we shall have the right, but not the obligation, to use such feedback on an unrestricted basis.
9. Meetups
9.1 BandLab has an active community of Users, many of whom may from time to time organize and attend face-to-face meetings at venues all over the world (“Meetups”). We do not sponsor, oversee or in any way control such Meetups.
9.2 You hereby acknowledge and agree that your attendance and participation in any Meetups is entirely at your own risk and we do not bear any responsibility or liability for the actions of any Users or any Third Parties who organise, attend or are otherwise involved in any Meetups.
10. Competitions and Other Promotions
10.1 Other Users or Third Parties may promote competitions, promotions, prize draws and other similar opportunities on the Services (“Third Party Competitions”). We are not the sponsor or promoter of these Third Party Competitions, and do not bear any responsibility or liability for the actions or inactions of any Third Parties who organise, administer or are otherwise involved in any promotion of these Third Party Competitions.
10.2 If you wish to participate in any of these Third Party Competitions, it is your responsibility to read the terms and conditions applicable to the relevant Third Party Competition and to ensure that you understand the rules and any eligibility requirements, and are lawfully able to participate in such Third Party Competitions in your country of residence.
10.3 If you wish to run your own Third Party Competition on the Services, you are free to do so provided you comply with our Competition Terms, which are available by emailing help@bandlab.com.
11. Use of BandLab Players and Widget
11.1 The Services include access to customisable players (“Players”), and an embeddable version of the BandLab waveform player (“Widget”) for incorporation into Users’ own sites, social media profiles and External Services, whether or not a Linked Service. This functionality is provided to enable Users to put their Content wherever they wish, and to enable other Users of the Services to share and distribute Content in accordance with the Content Sharing Settings set by the User.
11.2 You may not, without our prior written consent, use the Players or the Widget in such a way that you aggregate Content from the Services into a separate destination that replicates substantially the offering of the Services, or comprises a content service of which Content from the Services forms a material part.
11.3 Similarly, you may not, without our prior written consent, use the Players or the Widget to embed Content into any website or other destination dedicated to a particular artist or to a particular genre, except where the relevant Content is Your Content and you are the person or are authorised to represent the person to whom the site or destination is dedicated.
11.4 You may not use the Players or Widget in any way that suggests that we or any artist, audio creator or other Third Party endorses or supports your website, or your use of the Players or Widget on such website or other destination.
11.5 The foregoing shall apply whether your use of the Players or Widget is related to commercial or non-commercial purposes.
11.6 We reserve the right to block your use of the Players and the Widget at any time and for any reason in our sole discretion.
12. Changes to Services, Content or Accounts
12.1 We may, from time to time and without giving any reason or prior notice, upgrade, modify, suspend, discontinue or terminate the Services or any part thereof, temporarily or permanently, and in its entirety or with respect to individual territories only. We and our Related Entities shall not be liable if such upgrade, modification, suspension, discontinuation or termination prevents you from accessing any part of the Services.
12.2 You have no right of continued access to the Services or to any particular item of Content. You agree that you will not rely on us to keep a copy of or make available any Content that is or was available on or through the Services, including Content which you have Submitted to the Services. We shall have no liability in the event that you are unable to access an item of Content due to its removal from the Services, whether by us or by the relevant User.
12.3 We may change the features of any type of Account, may withdraw or introduce new features, products or types of Account at any time and for any reason, and may change the prices charged for any aspect of the Services from time to time. In the event of any increase in the price or material reduction in the features of any aspect of the Services which you have purchased, such change(s) will be communicated to you and will only take effect with respect to any subsequent renewal of your subscription.
12.4 For the avoidance of doubt, we shall not at any time be obliged to provide any adaptations, enhancements and/or modifications to Services, including any updates, patches, bug-fixes and/or upgrades to the Services or any new versions and/or releases of the Services which incorporate new features or functions.
13. Termination
13.1 Termination by us: In our sole and absolute discretion, we may with immediate effect upon giving you notice, terminate your access to the Services and/or disable your Account. We may bar access to the Services (or any part thereof) for any reason whatsoever, including a breach of any of the Agreement, or if we believe that you have violated or acted inconsistently with any terms or conditions set out herein, or if in our opinion or the opinion of any regulatory authority, tribunal or court of law, it is not suitable to continue providing any aspect of the Services.
13.2 Consequences of termination of access by us: Upon our termination of your access to the Services for any reason whatsoever, all rights and/or licences granted to you under these Terms of Use shall immediately cease and terminate and you shall forthwith cease the use of the Services. If you have made purchases within the Service or if you have a Subscription, and terminate the Agreement before the end of such Subscription Period, we are unable to offer any refund for any unexpired period of your Subscription.
13.3 Termination by you: If you have registered an Account, you may terminate your Account at any time by sending notice in writing to: (a) support@bandlab.com from the email address associated with your Account; or (b) BandLab Singapore Pte Ltd at 12 Jalan Kilang Barat, Singapore 159354. However, as long as you continue to use and/or access the Services, the Agreement will continue to apply to you notwithstanding that you are no longer a Registered User.
13.4 Your Content upon termination: Once your Account has been terminated, all Content residing in your Account or pertaining to activity from your Account, except for User comments which you have made or posted on the Services, and Content that you have shared with other Users and which they have not deleted from the Services, will, within a commercially reasonable and practicable time, be irretrievably deleted from our servers, except to the extent that we are obliged or permitted to retain such Content, data or information for a certain period of time in accordance with applicable laws and regulations and/or to protect our legitimate business interests. We assume no liability for any Content, data or information that is irretrievably deleted following any termination of your Account. We are not able to provide you with any .csv or other similar file of data relating to activity associated with your Account, whether before or after termination of your Account.
13.5 Survival of terms: The following provisions of these Terms of Use will continue to apply after the termination of your Account and/or the termination of these Terms of Use: 3.1-3.5, 3.9, 5 and 14.
14. General
14.1 Binding and conclusive: You acknowledge and agree that any records, including records of any telephone conversations relating to the Services, if any, maintained by us or our service providers relating to or in connection with the Services shall be binding and conclusive on you for all purposes whatsoever and shall be conclusive evidence of any information and/or data transmitted between us and you. You hereby agree that all such records are admissible in evidence and that you shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of such records merely on the basis that such records are in electronic form or are the output of a computer system, and you hereby waive any of your rights, if any, to so object.
14.2 Sub-contracting and delegation: We reserve the right to delegate or sub-contract the performance of any of our functions in connection with the Services and reserve the right to use any service providers, subcontractors and/or agents on such terms as we deem appropriate.
14.3 Assignment: You may not assign your rights or obligations under these Terms of Use in whole or in part, to any Third Party without our prior written consent. We may assign our rights and (to the extent permitted by law) obligations under these Terms of Use, in whole or in part, to any Third Party at any time without notice, including without limitation, to any person or entity acquiring all or substantially all of the assets or business of BandLab.
14.4 Force Majeure: We shall not be liable for non-performance, error, interruption or delay in the performance of our obligations under the Agreement (or any part thereof) or for any inaccuracy, unreliability or unsuitability of the Services’ contents if this is due, in whole or in part, directly or indirectly to an event or failure which is beyond our reasonable control.
14.5 Severability: The invalidity or unenforceability of any of the provisions in the Agreement shall not adversely affect or impair the validity or enforceability of the remaining provisions of the Agreement.
14.6 Waiver: In the event of a breach of the Agreement by you, our failure to enforce the Agreement shall not constitute a waiver of any terms of the Agreement, and such failure shall not affect the right later to enforce the Agreement. We would still be entitled to use our rights and remedies in any other situation where you breach the Agreement.
14.7 Entire Agreement: These Terms of Use, together with our Policies, constitute the entire agreement between you and us with respect to your use of and access to the Services, and supersedes any prior agreement or representation, whether oral or written, between you and us. Any modifications to the Agreement must be made in writing.
14.8 Rights of Third Parties: A person or entity who is not a party to the Agreement shall have no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore or other similar laws to enforce any terms of the Agreement, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, nothing in this Clause 14.8 shall affect the rights of any permitted assignee or transferee of the Agreement.
14.9 Applicable Law and Jurisdiction: Use of the Services and these Terms of Use shall be governed by and construed in accordance with Singapore law.
14.10 Dispute Resolution: Any dispute, controversy or difference of opinion arising out of or in connection with the Agreement which cannot be settled amicably by parties to the Agreement, including any question as to the validity, existence or termination of these Terms of Use and/or this Clause 14.10, shall be resolved by arbitration in Singapore conducted in English by a single arbitrator appointed by the President of the Singapore International Arbitration Centre (the “SIAC”) pursuant to the rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference in this provision. The decision of the arbitrator shall be final and binding on all the parties to the Agreement.
15. Definitions
15.1 Unless the context otherwise requires, the following expressions shall have the following meanings in these Terms of Use:
15.1.1 “Agreement” means these Terms of Use together with the Policies.
15.1.2 “BandLab”, “we”, “our” and “us” refer to BandLab Singapore Pte Ltd, a company incorporated under the laws of Singapore.
15.1.3 “Content” means any materials, data, information, functionalities or services displayed, provided or made available through the Services, including but not limited to text, software, code, scripts, webpages, music, sound, photographs, video, graphics, graphical user interface, forms, diagrams or other material contained in the Services.
15.1.4 “Content Sharing Settings” refer to the functionalities available on the Services which allow you to calibrate the extent to which your Content is Shared on the Services.
15.1.5 “External Services” means websites, applications and/or platforms which are owned and/or operated by Third Parties (including Linked Services), and information located on the Internet.
15.1.6 “Indemnitees” means BandLab, its Related Entities, and their respective officers, directors, employees, agents, independent contractors, shareholders, successors and assigns.
15.1.7 “Intellectual Property Rights” means all copyright, patents, utility innovations, trademarks and service marks, geographical indications, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief or other remedies for any past, current or future infringement, misappropriation or violation of any of the foregoing rights.
15.1.8 “Linked Services” means External Services to which Content can be submitted through the functionalities of the Services.
15.1.9 “Personal Data” means any data about you from which you can be identified, either (a) from that data; or (b) from that data and other information to which we have or are likely to have access, including data in our records as may be updated from time to time. Examples of such Personal Data include but are not limited to your name, NRIC, passport or other identification number, telephone number(s), mailing address and email address.
15.1.10 “Policies” means our Privacy Policy, Community Guidelines, Cookies Policy, GDPR Data Processing Addendum, and other terms that apply to specific functionalities, apps, products or services within the Service.
15.1.11 “Related Entities” means any holding company of BandLab, subsidiary of BandLab, or subsidiary of the holding company of BandLab.
15.1.12 “Services” means the web and mobile versions of the BandLab website, any BandLab mobile and desktop app, and any related players, widgets, tools, applications, data, software, APIs and platforms made available from time to time by us.
15.1.13 “Share” and “Sharing” means allowing other Users to access, use, reproduce, distribute, publicly display, publicly perform, adapt, synchronize, prepare derivative works of compile, make available and otherwise communicate to the public, Content which you Submit, utilizing the Sharing Functionalities and in accordance with the Content Sharing Settings you set using the Sharing Functionalities.
15.1.14 “Sharing Functionalities” means the features, platforms and functionalities available on the Service from time to time which allow you to Share Content with other Users.
15.1.15 “Submit” means, in relation to Content, uploading, creating, storing, transmitting, submitting, exchanging, communicating, or otherwise making available Content on or through the Services.
15.1.16 “Third Party” means a legal entity, company or person(s) that is not a party to these Terms of Use.
15.1.17 “User” means any party with access to the Services and/or who uses the Services.
15.2 Interpretation
15.2.1 In the Terms of Use: (i) whenever the words “include”, “includes” or “including” are used in these Terms of Use, they will be deemed to be followed by the words “without limitation”; (ii) words importing the singular only shall also include the plural and vice versa where the context requires and references to persons include bodies incorporate or unincorporated, including partnerships and their successors and assigns; (iii) unless expressly indicated otherwise, all references to a number of days mean calendar days, and the words “month” or “monthly” as well as all references to a number of months means calendar months; (iv) clause and paragraph headings are inserted for convenience only and shall not affect the interpretation of the Terms of Use; and (v) references to a statute, law, by-law, regulation, rule, directive, delegated legislation or order also refers to the same as amended, modified or replaced from time and to any by-law, regulation, rule, directive, delegated legislation or order made thereunder.
15.2.2 To the extent that there is any conflict between the Terms of Use and any Policy associated with a particular functionality, app, product, or service, the relevant Policy will govern with respect to your use of such functionality, app, product or service to the extent of the conflict.