These Terms of Use are current as of 15 May 25.
PLEASE NOTE: THESE TERMS OF USE CONTAIN A BINDING AND FINAL ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 16.2). PLEASE READ CAREFULLY, INCLUDING YOUR RIGHT, IF APPLICABLE, TO OPT OUT OF ARBITRATION. BY AGREEING TO THESE TERMS OF USE, YOU EXPRESSLY ACKNOWLEDGE THAT YOU UNDERSTAND THE AGREEMENT (INCLUDING THE DISPUTE RESOLUTION AND ARBITRATION PROVISIONS IN SECTION 16.2) AND ACCEPT ALL OF ITS TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF SERVICE, YOU MAY NOT USE OR ACCESS THE SERVICES.
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” or “Terms of Use”) between BandLab, and all Users who use or access the BandLab website, any BandLab mobile and desktop app, and any related players, widgets, tools, applications, data, software, APIs, and platforms (collectively, the “Services”), regardless of whether you have registered a BandLab account (“Account”). We use some capitalized terms within these Terms of Use, these capitalized terms have specific meanings, please review Section 18 below to understand how these capitalized terms are defined.
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
Certain features of the Services may also have additional terms that apply when you use those features. In particular, BandLab’s:
(a) “Albums” service (the “Albums Service”) is subject to the terms and conditions set forth in Section 5 below;
(b) “Sounds” service (the “Sounds Service”) is subject to the terms and conditions set forth in Section 5A below;
(c) “Boost” service (the “Boost Service”) is subject to the terms and conditions set forth in Section 5B below;
(d) “Fan Reach” service (“Fan Reach Service”) is subject to the terms and conditions set forth in Section 5C below;
(e) “Pro Feedback” service (the “Pro Feedback Service”) is subject to the terms and conditions set forth in Section 5D below;
(f) “My Sounds Uploads” service (the “My Sounds Uploads Service”) is subject to the terms and conditions set forth in Section 5E below;
(g) “Splitter” tool (the “Splitter Tool”) is subject to the terms and conditions set forth in Section 5F below;
(h) “Distribution” service (the “Distribution Service”) is subject to the terms and conditions set forth in Section 5G below; and
(i) “Beats” store (the “Beats Store”) is subject to the terms and conditions set forth in Section 5H below.
If you use any of the above services you will be agreeing to the additional terms that apply for such services, please read the relevant Sections carefully to ensure you understand your rights and obligations when you use these services.
1.3 By accessing, visiting or using the Services, you agree to be bound by the Agreement as updated from time to time. If you do not agree to any of the provisions set out in the Agreement or any of our policies set out at Section 1.2 above, you should not use the Services. We may, in our sole discretion, modify or revise the terms of the Agreement at any time. When we make any material changes to the Agreement, we will provide you with notice, including by way of displaying a notice within the BandLab website or by sending you an email to the email address that you have provided us or a message to your Account, and the revised Terms of Use will become effective one (1) week after such notification. It is your responsibility to check this page and the BandLab website 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 or contractual capacity in your jurisdiction, or if you are under 18 years of age or the age of majority or contractual capacity 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 18 YEARS OLD OR OLDER, OR THE APPLICABLE AGE OF MAJORITY OR CONTRACTUAL CAPACITY IN YOUR JURISDICTION, YOU MUST GET YOUR PARENT OR GUARDIAN TO READ THESE TERMS OF USE AND AGREE TO THEM FOR YOU BEFORE YOU USE THE SERVICES 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. IF YOU ARE BELOW 13 YEARS OF AGE, YOU MAY NOT USE THE SERVICE.
2. Your BandLab Account
2.1 Certain features and portions of the Services are only available or accessible to Users who have registered for an Account.
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 for 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 or on behalf of 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 including 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 or you have not used your Account for a prolonged period of time.
2.6 You may terminate your Account at any time as described in the Termination section below.
2.7 We reserve the right to require payment of fees for certain additional features of the Services. Should you elect to subscribe to these features, you shall pay all applicable fees, as described on the Services in connection with the applicable features. We reserve the right to change our price list and to institute new charges at any time, upon thirty (30) days prior notice to you, which may be sent by e-mail or posted on the Services. If you do not terminate your account within the applicable thirty (30) day period, use of the Services by you following such notification constitutes your acceptance of any new or increased charges.
2A. Membership
2A.1 For a recurring monthly or annual fee (“Membership Fee”), Users may sign up for membership with BandLab (“Membership”) to become a member (“Member”). Members will have access to additional features, tools and/or services that would not be available to Users who are not Members. You can find more information on Membership and its additional features, tools and/or services here.
2A.2 The “Membership Billing Date” is the date when you purchase your first Membership and the subsequent renewal dates based on your selected Membership plan. Your Membership will begin on the Membership Billing Date and continue for the monthly or annual membership period based on the plan that you have selected (such period, the “Initial Membership Period”), and will automatically renew for successive periods of the same duration as the Initial Membership Period (the Initial Membership Period and each such renewal period, are collectively referred to as the “Membership Period”) unless you cancel your Membership or we terminate it.
2A.3 When you sign up for Membership, you authorise BandLab or its third-party payment processors to periodically charge to the payment method you provided during sign up (or to a different payment method if you have changed your payment information), on an on-going basis and until you cancel or we terminate your Membership, all accrued sums on or before the payment due date. Your Account will be charged automatically on the Membership Billing Date and thereafter on each renewal date for the Membership Fee and all applicable Taxes for the next Membership Period based on your chosen Membership plan.
2A.4 You may terminate your Membership at any time via your Account’s ‘Membership Settings’, and such cancellation will take effect on the day before the start of the next Membership Period, and you will be downgraded to the free version of the applicable Service from such date. Your cancellation must be received before the end of the then current Membership Period to avoid charges for the next Membership Period. There will be no refunds for the Membership Fee that has been paid, and no credits for partially used Membership periods. BandLab reserves the right, however, to issue refunds or credits at its sole discretion. If BandLab does so, it is under no obligation to issue the same refund or credits in the future.
2A.5 BandLab may suspend or terminate access to the features, tools and/or services available only to Members, for any Account for which any amount is due but unpaid. In addition to the amount due for the particular service(s), a delinquent Account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees. If your payment method is no longer valid at the time a renewal Membership fee is due or if your payment cannot be completed for whatever reason, then BandLab reserves the right, to the extent permitted by applicable law, to deduct such amount from your Distribution Proceeds (if any), and/or to delete or suspend your Account and any information or Content associated with your Account without any liability to you. BandLab may also terminate or suspend your Membership, in whole or in part, if we believe you have breached any of the terms of the Agreement, if we stop providing the Services or any component of the Services, if we believe it is necessary do so to comply with applicable law or upon reasonable notice to you for any other reason.
2A.6 BandLab retains the right to modify the terms of Membership, from time to time, at its sole and absolute discretion, including but not limited to modifying the features, tools and/or services that are available to Members and the Membership Fee. Any changes to the Membership Fee will take effect no earlier than the start of the subsequent Membership Billing Date following the date of the change. BandLab also reserves the right to terminate Membership at any time at its sole and absolute discretion. We reserve the right, in our sole discretion, to limit the number of devices on which a Membership may be used to access the Services simultaneously or in a given period of time, and the frequency with which you can change the devices.
2B. General Payment Pay In Terms
2B.1 You may make purchases of goods and/or services on the Services by paying the applicable fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. You agree to pay all fees and charges incurred in connection with your purchases (including any applicable Taxes) at the rates in effect when the charges were incurred. All prices are in U.S. Dollars (unless otherwise noted) and are non-refundable (unless otherwise specified).
2B.2 You authorize us and our third-party payment processors to charge all sums for the purchases that you make in connection with the Services and Membership, as described in the Agreement, including all applicable Taxes, to the payment method specified in your Account. If your payment cannot be completed for whatever reason, we will provide you with written notice, and, to the extent permitted by applicable law, may deduct such amount from your Distribution Proceeds (if any) or may suspend your access to the goods and/or services until payment is received. We reserve the right to change the available payment methods and payment service providers for the Services at any time in our sole discretion.
2B.3 If you pay any fee with a debit or credit card, you warrant that you are the authorised user of such card. For credit cards, we or our third-party payment processors may seek pre-authorisation of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. You are solely responsible for paying any unauthorized amounts billed to your bank account or credit card by a third party.
2B.4 Unless otherwise stated, fees do not include Taxes. You are responsible for all Taxes associated with your purchases, excluding Taxes based on our net income, and we may invoice you for such Taxes. Taxes are based on the rates applicable at the time of your purchase or Membership payment. These amounts can change over time with local tax requirements in your location. Any change in rate of applicable Taxes will be automatically applied based on the account information you provide.
2B.5 Goods and/or services displayed for sale on the Services may not be available at all times and may be substituted or discontinued at any time. We may at any time change prices for goods and/or services on the Services, including additional fees or charges. We reserve the right to make promotional offers with different goods and/or services, and different prices to any User. These promotional offers, unless made to you, will not apply to your offer or the Agreement.
2B.6 BandLab, or others on our behalf, may offer discount codes (“Discounts”) or trial periods for Membership or certain Services without payment or at a reduced rate (a “Trial”). By acquiring a Membership or other services on the Services via a Discount or Trial, you must agree to any separate additional terms and conditions presented to you in connection with such offering. If you have been offered a Discount or Trial, BandLab reserves the right, in its sole discretion, to determine your eligibility for a Discount or Trial, and if you’re determined not to be eligible, not allow you to use the Discount or Trial or modify the Discount or Trial at any time with prior written notice. For some Trials, BandLab requires you to provide payment details to start the Trial. If you sign up for a Trial, you agree that the withdrawal right for the Membership for which you are receiving a Trial ends fourteen (14) days after you start the Trial. At the end of such Trial, and if you have not cancelled the Trial prior to the end of the Trial date, to the extent permitted under applicable laws, you lose your right of withdrawal and authorise BandLab to automatically start charging the applicable fees to the payment method provided for your selected Membership plan or other Services (as applicable) until you cancel the Membership or specific Service. For trials less than fourteen (14) days, you expressly consent to us providing you with the paid Membership service immediately after the end of your Trial and that from that point on you lose your right of withdrawal.
2C. General Payment Payout Terms
2C.1 BandLab will make payments duly owed to you to the payment method that you specify in your Account. A list of supported payment methods, payment windows and restrictions are published here. Payment shall only be made to you, subject to BandLab having received your full account information and upon validation of your payment information, if your accumulated outstanding earnings exceed the minimum payment thresholds set out here and will be subject to the applicable fees set out on the same page. This minimum threshold shall be carried over until such a time as it is reached. With regards to any payment made to you, any transaction charges shall be passed on to you.
2C.2 User is responsible for all Taxes, if any, associated with the payments they received from BandLab. Unless otherwise stated, all payments to User from BandLab shall be inclusive of Tax (if applicable). Where BandLab is obligated to withhold any Taxes from its payments to User, at User’s request, BandLab will provide User with the copies of Tax payments (or other sufficient evidence of Tax payments). User will provide BandLab with any and all assistance, reasonably requested by BandLab to obtain the benefits of any applicable tax treaty, including such documentation as may be necessary for BandLab to make an appropriate determination of the applicable withholding tax rate.
2C.3 If we believe that any material or content uploaded by you is illegal, fraudulent or violates the terms of the Agreement or our community Policies and guidelines, your Account and earnings may be frozen at our discretion and any related earnings and funds shall be forfeited.
2D. Refund Policy
Payments made are non-refundable. However, BandLab may in limited circumstances provide refunds (e.g. billing errors) in its sole discretion. Please refer to our Refund Policy.
3. User Generated Content
3.1 Ownership: As between you and us, 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 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 Services and our (and our successors’ and Related Entities’) business, including the distribution of advertising or other promotional material through the Services. You also hereby grant to us a worldwide, non-exclusive, royalty-free, sub-licensable, and transferable right to use, distribute, reproduce, copy, and display your trade marks, service marks, slogans, logos or similar proprietary rights solely in connection with the Services or in the marketing, promotion or advertising of the Services, including in all forms of marketing, promotion, and advertising materials now known or hereafter created.
Read what this means in layman’s terms here
3.3 Licence granted to other Users: Subject to Section 5 below with respect to Content contributed by Artists in connection with the Albums Service, as a User of the Services, 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. You acknowledge and accept the terms of the Agreement (including the provisions of Section 3.9 below). You agree not to use the Services in any manner that will or could infringe on any Third Party’s Intellectual Property and you have read, understood, and agreed to our Copyright Policy. We neither endorse nor assume any responsibility for Your Content.
3.7 Ownership of other 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 Services or the Content therein.
3.8 Prohibited Content: You must not Submit any Content or post any other Users’ Content which:
3.8.1 is unlawful, abusive, libelous, defamatory, pornographic, or obscene, or will 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 infringes a Third Party’s Intellectual Property, or which contains a Third Party’s Intellectual Property unless you have written permission from the rightful owner of the Content;
3.8.3 is contrary to the Agreement; and/or
3.8.4 violates any right of privacy, personal or proprietary right, or other common law or statutory right, or is contrary to applicable local, national, and international laws and regulations.
3.9 Representations and warranties: You hereby represent and warrant to us, on a present and continuing basis, as follows:
3.9.1 You have full legal authority to enter into the Agreement and use the Services. Your Content, and each and every part thereof, is an original work by you and you are the sole legal and beneficial owner of and own all rights, title and interests in Your Content, or you have obtained all rights, licences, consents and permissions necessary in order to use 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 and your use of any name, trade mark or moniker, 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 or referred to 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.
3.9.4 If you are the songwriter of any or all of the Musical Works included in Your Content, whether in whole or in part (e.g., as a co-writer), you have the full right, power, and authority to grant the rights set forth in these Terms of Use notwithstanding the provisions of any agreement you may have entered into with any performing rights organization (“PRO”), whether based in the United States (e.g., ASCAP, BMI or SESAC), Singapore (e.g., COMPASS) or in any other country or jurisdiction, collective management organization (“CMO”), or any music publisher, and that you are solely responsible for taking all steps necessary to inform the applicable PRO, CMO or music publisher that you are granting a royalty-free license to us for purposes of the public performance of your Musical Works. You acknowledge and agree that we will not have any responsibility for any fees or payments of any kind whatsoever that may be payable to any PRO, CMO or music publisher in connection with the public performance or publication of your Musical Works on the Services.
3.9.5 If you are using or opening an account on behalf of a company, entity or organization (including, but not limited to, a recording label) (each an “Artist Representative”), then you represent and warrant that you: (i) are an authorized representative of that Artist Representative and any Artists represented by the applicable Artist Representative with the authority to bind the applicable Artist to these Terms of Use and (ii) agree to be bound by these Terms of Use on behalf of the applicable Artist.
3.9.6 No fees of any kind shall be due to 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 Content as authorized under these Terms of Use.
If any agreement you have entered into with any Third Party, including, but not limited to a PRO, CMO, music publisher, union or guild, whether by law or contract, prohibits you from granting us the rights and licenses set forth in the Agreement and making the representations and warranties set forth above, then you are prohibited from uploading your Musical Works to the Services. You also agree to indemnify us and hold us harmless from and against any and all claims arising from the exploitation of your Musical Works on the Services as permitted hereunder, including all applicable legal costs and fees.
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 accessed or used other than strictly in accordance 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 (subject to the payment of any applicable fees).
4.2 You may not, and you may not authorise any third party, directly or indirectly, under any circumstances, to:
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 or make available the Services or any part thereof in any form by any means;
4.2.2 create, recreate, adapt, modify, decompile, disassemble, localise, port and/or reverse engineer the Services or any part thereof;
4.2.3 remove, obscure, tamper 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 or combine or merge any part of the Services with or into any other software or documentation;
4.2.5 use the Services for any purpose other than those permitted under the Agreement;
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;
4.2.7 use any deceptive, fraudulent, illegal or other invalid means or methods, including any automated means, bots, botnets, robots, spiders, scrapers, data mining tools, automated scripts, or the like, or repeated manual clicks, to:
(a) access your Sound Recordings on the Services or submitted via the Distribution Services to 3P Platforms to generate plays, public performances, streams, or other uses of, or interactions with, your Sound Recordings for the purposes of artificially increasing streams, downloads, or purchases of material, generating artificial invalid or fraudulent sale proceeds or otherwise;
(b) register Accounts, log in, add followers to your or other User’s Accounts, follow or unfollow other Users, send messages, posts comments, or otherwise to act on your behalf;
(c) to generate outputs from the Services in a manner that sends more requests to BandLab’s servers in a given period of time than a human can reasonably produce in the same period of time; or
4.2.8 use any AI generated output from the Services to develop machine learning models or related AI technology.
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 trade marks 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. Terms Applicable to the Albums Service.
If you elect to use the Albums Service, the following terms and conditions will apply to your use of the Albums Service:
5.1 Terms Applicable to Artists: If you are an Artist that elects to use the Albums Service, and you will be able to distribute your Musical Works through the Albums Service to Users that want to download your Musical Works (“Music Downloads”). You acknowledge and agree that BandLab may redistribute copies of Music Downloads to Users who have downloaded a Music Download from you and, in BandLab’s sole determination, received a corrupted copy of the applicable Music Download, an incorrect file format version of the applicable Music Download or an incomplete copy of the applicable Music Download.
BandLab will not have any ownership rights in an Artist’s Musical Works, however, each Artist uploading Musical Works to the Albums Service grants BandLab and its authorized sub-licensees and distributors, if any, a 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, adapt, create derivate works of, communicate to the public, synchronize and otherwise exploit (A) the applicable Musical Works on Artist’s behalf using any technologies or methodologies now known or hereafter developed, and (B) use and exploit 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 Albums Service; (ii) allow Users of the Albums Service to reproduce the applicable Musical Works and Artworks on any and all devices owned or controlled by the User for non-commercial purposes and receive performances and displays of same; and (iii) reproduce, use, and publish, and to permit others to reproduce, use and publish, the name(s), trade marks, likenesses, and personal and biographical materials of the Artist, in connection with the Albums Service.
5.2 Terms Applicable to Users: You may download Music Downloads from Artists through the Albums Service (each, a “Download”). All Downloads are between you and the applicable Artist, and BandLab will not have any responsibility or liability for any Downloads. Any questions you have with respect to a Download you make through the Albums Service should be directed to the applicable Artist. If you do not receive the Music Download that you Download, or if you otherwise have an issue with your Download, please first contact the applicable Artist to attempt to resolve the applicable issue. If you are unable to resolve the applicable issue directly with the Artist, you may contact BandLab with your request, and BandLab will work to contact the applicable Artist and attempt to work with the applicable Artist to resolve the applicable issue. However, you understand and agree that the Albums Service is a platform that Artists use to distribute Music Downloads, and BandLab has no responsibility and disclaims all warranties with respect to Music Downloads that you Download from Artists.
Music Downloads that you Download cannot be guaranteed to be available to you perpetually and you may lose access to Music Downloads you Download through the Albums Service. Users bear all risk with respect to Downloads that you make through the Albums Service. BandLab encourages you to promptly download any Music Downloads you download through the Albums Service to your own devices so that you will retain control and possession of the applicable Music Downloads even if we are required to remove the Music Downloads from the Albums Service.
5.3 BandLab’s Right to Manage the Albums Service: BandLab retains the right, but does not have the obligation, to immediately halt the offering of any Music Downloads, prevent or restrict access to the Albums Service or take any other appropriate measures as deemed necessary by BandLab to protect our, Users’, Artists’ and third parties’ rights and property or to facilitate the proper functioning of the Albums Service.
5.4 User Disputes: You agree that you are solely responsible for your interactions with any Artist or User, as applicable, in connection with the Albums Service and BandLab will have no liability or responsibility with respect these interactions. BandLab reserves the right, but has no obligation, to become involved in any way with disputes between you and any Artist or User, as applicable, in connection with the Albums Service.
5A. Terms Applicable to the Sounds Service.
5A.1 License to Use: The Sounds Service provides a library of sound samples (“Sounds”) for Users to create Content for personal or commercial purposes. Users who use the Sounds Service are granted a worldwide, non-exclusive, royalty-free licence to (i) access, use, reproduce, adapt, synchronise and prepare derivative works of Sounds as part of Users’ Content; and (ii) to distribute, publicly display, publicly perform, make available and otherwise communicate to the public Sounds as part of Users’ Content utilising the Sharing Functionalities of the Services available from time to time, and in accordance with the Content Sharing Settings set by Users using the Sharing Functionalities, provided that Sounds form part of Users Content as a larger composition as a whole. Users are not permitted to use Sounds that have not undergone some compositional process or that do not form part of Users’ Content as a larger composition as a whole.
5A.2 Prohibition on Use: Users are prohibited from (i) using, redistributing, and reselling Sounds as standalone or isolated samples; and (ii) using Sounds in sampler presets, loop libraries, or sample packs distributed, sold, circulated, or made available by BandLab’s competitors or by Users. Additionally, and for the avoidance of doubt, User may not attribute, credit, list, name, or mention, directly or indirectly, the involvement of the artist associated with a Sound (each a “Creator”) or use Creator’s image or likeness without such Creator’s express written permission. Without limiting the foregoing, Users are not given any permission or authority to and shall not (i) list, name or mention Creator as a contributor, collaborator, co-writer or any other title or capacity in relation to or in connection with the Users’ Content; (ii) make any direct or indirect references or attributions to Creator as being in any way associated with, connected with or involved in the creation, production, communication and all other activity in relation to the Users’ Content; and/or (iii) use a photo, image or likeness of Creator when promoting Users’ Content.
5A.3 Intellectual Property: BandLab owns the Intellectual Property Rights in Sounds. The licence which we grant you to use Sounds and the Sounds Service does not give you any rights, title or interest to Sounds other than the licence expressly provided in 5A.1 above. You own the Intellectual Property Rights in all Content you create using the Sounds except that the Intellectual Property Rights in the Sounds which form part of Your Content still remains with BandLab.
5B. Terms Applicable to the Boost Service.
If you elect to use the Boost Service, the following terms and conditions will apply to your use of the Boost Service:
5B.1 BandLab’s Obligations: In consideration of the payment of fees as the User may select, BandLab shall promote the User’s specific posts as identified by the User to BandLab (“Boosted Posts”) for the duration of time stipulated by the User (“Campaign Period”). Only Users who are Members (please see Section 2A) will additionally be able to activate campaigns to have their user profiles promoted (“Boosted Profiles”) under the Boost Service for the duration of their Membership. Each Boosted Profile must at all times meet BandLab’s minimum information criteria in order for its campaign to be active. After activation, Members may deactivate the campaign for their Boosted Profiles at any time during their Membership. All Boosted Profiles and/or Boosted Posts will be indicated as “Boosted”, “Sponsored”, “Promoted” or with such other indication as BandLab considers appropriate to inform other Users that the relevant user profiles and/or specific posts are Boosted Profiles and/or Boosted Posts.
5B.2 User’s Obligations: The User is responsible for making payment of fees as selected by the User and providing clear information and instructions to BandLab concerning the Boosted Posts and the Campaign Period. The User agrees that once payment is made, there shall not be any cancellations of the provision of the Boost Service to the User and refunds, whether in full or partially, of all payments made for the Boost Service.
5B.3 No Guarantee: BandLab does not represent, warrant, or guarantee that:
(a) there will be any views of and/or interactions with the Boosted Profiles and/or Boosted Posts as views and/or interactions are dependent on Users over which BandLab has no control over; and
(b) use of the Boost Service will produce or provide any benefit, advantage, positive outcome, positive results, improvements and/or gains for the User in any form and manner, regardless of any information or expectation that is expressed by the User to BandLab in the course of engaging the Boost Service.
BandLab bears no responsibility whatsoever and shall not be liable for any result, outcome and/or consequence arising out of or in relation to the use of the Boost Service by any User and the promotion of the Boosted Profiles and/or Boosted Posts by BandLab during the Campaign Period.
5B.4 BandLab’s Right to Manage the Boost Service: BandLab retains the sole and absolute discretion to (a) reject any request for use of the Boost Service in respect of Users’ profile(s) and/or specific post(s) that in BandLab’s sole and absolute discretion violate the Agreement; and (b) limit or remove Users’ access to the Boost Service for Users who in BandLab’s sole and absolute discretion violate the Agreement. There will not be any refunds for any Boosted Profiles and/or Boosted Posts that are taken down during the Campaign Periods. BandLab retains the right to modify the terms and features of the Boost Service at its sole and absolute discretion, including but not limited to modifying the fees.
5C. Terms Applicable to the Fan Reach Service.
If you elect to use the Fan Reach Service, the following terms and conditions will apply to your use of the Fan Reach Service:
5C.1 BandLab’s Obligations: The Fan Reach Service enables you to have limited access to contact other Users directly via multiple forms of communication as may be made available in the Services from time to time for example, email, direct message (whether or not through the Services or Linked Services), SMS, WhatsApp and direct broadcast (“Direct Communications”) provided that such other Users have opted into such methods of communication and explicitly indicate that they wish to receive Direct Communications from you (“Fans”). Users who are Members (please see Section 2A) will have improved access to their Fans under the Fan Reach Service for the duration of their Membership. BandLab may, but has no obligation to, monitor or review Direct Communications.
5C.2 Your Obligations: You agree that you will not use the Fan Reach Service for sending unsolicited Direct Communications to your Fans. Where any Fan has indicated that they no longer wish to receive Direct Communications from you, you agree to remove such Fan from your Fan Reach Service contacts list, and BandLab reserves the right to and may automatically remove them. You are responsible for all Direct Communications that you send via the Fan Reach Service and all handling of your Fans’ personal data. You represent and warrant that: (a) you have the right to send your Direct Communications and they will not violate these Terms of Use, Community Guidelines or any Third Party Intellectual Property; and (b) you have and shall comply with all applicable laws, regulations and industry standards (including data protection and privacy laws) when communicating with your Fans and handling the personal data of your Fans. You acknowledge and agree that in respect of any personal data of your Fans, you are a separate and independent controller of such Fans’ personal data and shall process such Fans’ personal data strictly in accordance with applicable data protection and privacy laws, including but not limited to ensuring you comply with any applicable transparency and consent requirements.
5C.3 No Guarantee: BandLab does not represent, warrant, or guarantee that use of the Fan Reach Service will produce or provide any benefit, advantage, positive outcome, positive results, improvements and/or gains for you in any form and manner, regardless of any information or expectation that is expressed by you to BandLab in the course of engaging the Fan Reach Service. BandLab bears no responsibility whatsoever and shall not be liable for any result, outcome and/or consequence arising out of or in relation to the use of the Fan Reach Service by any User.
5C.4 Terms applicable to Fans: Once you have opted into receive Direct Communications from your selected User(s), BandLab does not take any responsibility whatsoever in respect of any Direct Communications between you and the selected User(s). You are solely responsible for any engagement you have with Direct Communications. You may opt out of receiving Direct Communications from any User at any time by updating your preferences in your Account.
5C.5 BandLab’s Right to Manage the Fan Reach Service: BandLab retains the sole and absolute discretion to: (a) include or distribute Direct Communications via the Fan Reach Service; and (b) limit, remove or disable Users’ access to the Fan Reach Service for Users who in BandLab’s sole and absolute discretion violate the Agreement. BandLab may take these actions without prior notification to you or any Third Party and without any liability to you for such removal. BandLab retains the right to modify the terms and features of the Fan Reach Service at its sole and absolute discretion, including but not limited to modifying the access limits to Fans and forms Direct Communications with Fans.
5D. Terms Applicable to the Pro Feedback Service
If you elect to use the Pro Feedback Service, the following terms and conditions will apply to your use of the Pro Feedback Service:
5D.1 Selection of BandLab Pro: Each User is able to use the Pro Feedback Service for Musical Works (as defined in Section 18.1.10 below), which is a paid service for Users to obtain written feedback from a list of acclaimed industry experts such as producers and mix and mastering engineers (each a “BandLab Pro”) on Musical Work(s) submitted by Users upon payment of the relevant fee for the User-selected BandLab Pro. BandLab reserves the right to update and make changes to the list of BandLab Pros and the relevant fees from time to time.
5D.2 Time period for provision of Pro Feedback: Upon selection of a BandLab Pro and payment of the relevant fee for that selected BandLab Pro, the BandLab Pro will listen to and review the Musical Work(s) submitted by the User and provide the User with written feedback (“Feedback Report”) within seven (7) calendar days of payment of the relevant fee. The Feedback Report will be emailed directly to the User at the email address provided by the User during the User’s selection of the BandLab Pro. In the event that the BandLab Pro selected by the User is not available after payment of the fee, the User will be notified via email and requested to select an alternative BandLab Pro. Upon confirmation of BandLab’s receipt of the User’s selection of the alternative BandLab Pro, the Feedback Report from the alternative BandLab Pro will be sent to the User through the User’s Account within seven (7) calendar days. If there are extenuating circumstances where the Feedback Report will take longer than seven (7) days to be sent to the User, User will be notified by email (at the email address of the User in BandLab’s records) of the expected delay.
5D.3 Communication with BandLab Pro: User acknowledges and agrees that the Pro Feedback Service is limited to the User providing the User’s Musical Work(s) for the selected BandLab Pro’s review and written feedback and the receipt of the Feedback Report through the User’s Account. Nothing in the Pro Feedback Service entitles the User to communicate directly with the selected BandLab Pro or have any interaction with the BandLab Pro. There shall be no subsequent follow-up with the BandLab Pro once the Feedback Report has been sent to the User through the User’s Account except where the BandLab Pro stipulates otherwise in the Feedback Report to User. User acknowledges and agrees that any subsequent follow-up is at the BandLab Pro’s sole and absolute discretion and the terms of the Pro Feedback Service does not stipulate, require nor mandate any offer of subsequent follow-up from the BandLab Pro.
5D.4 User’s obligation: User undertakes not to attribute, credit, list, name, or mention, directly or indirectly, the involvement of the selected BandLab Pro who provides the Feedback Report under the Pro Feedback Service. User is not given any permission or authority to and shall not (i) list, name or mention the BandLab Pro as a producer, executive producer or any other title or capacity in relation to or in connection with the User’s Musical Work(s); and (ii) make any direct or indirect references or attributions to the BandLab Pro as being in any way associated with, connected with or involved in the creation, production, communication and all other activity in relation to the Musical Work(s).
5D.5 No refund and cancellation: Once a User selects the BandLab Pro, no cancellation of the purchase of the Pro Feedback Service will be permitted. User will not be able to change the selection of the BandLab Pro once selection is made, except where the User is notified that the originally selected BandLab Pro is unavailable pursuant to Section 5D.2 above. No refunds for fees paid for the Pro Feedback Service will be made.
5E. Terms Applicable to the My Sounds Uploads Service.
If you elect to use the My Sounds Uploads Service, the following terms and conditions will apply to your use of the My Sounds Uploads Service:
5E.1 Terms applicable to Users: Each User who is a Member (please see Section 2A) is able to use the My Sounds Uploads Service to upload Sound Recordings (each an “Upload”) to their ‘My Sounds’ folder within the Services subject always to applicable size and storage limits. The Uploads may only be accessed by the Member. In the event that a Member’s Membership is terminated or suspended at any time in accordance with the Agreement, User will thereafter only be able to download or delete their Uploads.
5E.2 BandLab’s Right to Manage the My Sounds Uploads Service: BandLab retains the right to modify the terms of the My Sounds Uploads Service at its sole and absolute discretion, including but not limited to modifying the duration of each Sound Recording that can be uploaded and the storage limits. BandLab also reserves the right to terminate the My Sounds Uploads Service at any time at its sole and absolute discretion.
5F. Terms Applicable to the Splitter Tool.
The Splitter Tool enables the User to create isolated audio stems from recordings. Use of the Splitter Tool must only occur in accordance with the terms of the Agreement and applicable law. BandLab strongly recommends that you have read and understood the Agreement (including Sections 3.6 and 3.9) and our Copyright Policy before using the Splitter Tool.
5G. Terms Applicable to the Distribution Service.
If you elect to use the Distribution Service, the following terms and conditions will apply to your use of the Distribution Service:
5G.1 Terms applicable to Users: Each User who is a Member (please see Section 2A) is able to use the Distribution Service to submit their Sound Recordings (as defined in Section 18.1.10 below) for digital distribution. Members are solely responsible for ensuring that (i) they provide all information (including providing all digital or electronic information) required by BandLab and the third party platforms on which the Sound Recordings will be distributed on (“3P Platforms”) relating to the relevant Sound Recordings in respect of which Members wish to use the Distribution Service (“Distributed Content”); and (ii) the Distributed Content is in the digital or electronic format required by BandLab and the 3P Platforms, and (iii) they are the sole legal and beneficial owner of and own all rights, title and interest in their Distributed Content, or they have obtained all mechanical licenses, digital phonorecord delivery licenses, public performance licenses and all other necessary rights, licenses, consents and permissions as may be needed, to grant the rights and licenses as set out in Section 5G.2 below to BandLab and the 3P Platforms. BandLab reserves the right to reject all submissions for Distributed Content that do not contain all the required information and/or that do not comply with the required digital or electronic formats stipulated by BandLab and the 3P Platforms. Members are responsible for ensuring that all information provided relating to the Distributed Content are accurate, current, and complete.
In the event that Members wish to withdraw any Distributed Content from the Distribution Service, Members shall provide at least two (2) months’ notice in writing to BandLab of the withdrawal with sufficient information to enable BandLab and the 3P Platforms to identify the relevant Distributed Content. Members acknowledge and agree that any such withdrawal will only take effect after the expiry of the notice period and at all times, in accordance with the terms and conditions of the 3P Platforms. In the event that any of the 3P Platforms require a notice period longer than the mentioned notice period, Members agree that the withdrawal will take effect in accordance with the longer notice period.
Users who have Distributed Content but who subsequently cease to be a Member (a “Lapsed Member”) may have some or all their Distributed Content removed from the Distribution Service at BandLab’s sole and absolute discretion.
5G.2 Ownership of Distributed Content: Users retain ownership rights in their Distributed Content. However, Users grant BandLab and the 3P Platforms a worldwide, non-exclusive right and license (including the right to sublicense) to: (i) reproduce, distribute, publicly perform (including on a through-to-the-audience basis and by means of a digital audio transmission), publicly display and communicate to the public on the platforms of the 3P Platforms (A) the Distributed Content, and (B) associated copyrightable works or metadata, including without limitation, song lyrics and musical notations, album cover artwork (where applicable), photographs, graphics, and descriptive text in connection with the Distributed Content (“Distributed Content Artworks”); (ii) allow users of the platforms of the 3P Platforms to reproduce the applicable Distributed Content and Distributed Content Artworks on any and all devices owned or controlled by the users for private domestic non-commercial purposes and receive performances and displays of the same; and (iii) reproduce, use, and publish the name(s), trade marks, likenesses, and personal and biographical materials of User, in connection with the Distributed Content; and (iv) collect all income deriving from the digital distribution of the Distributed Content, in consideration for BandLab paying to User (as principal and not as agent of User) a distribution licensing fee (the “Distribution Licensing Fee”). The Distribution Licensing Fee will consist of the sum of:
(a) where User is a Member at the time BandLab receives the relevant Distribution Proceeds, an amount equal to 100% of the Distribution Proceeds (as defined in Section 5G3 below); and
(b) where User is not a Member or is a Lapsed Member at the time BandLab receives the relevant Distribution Proceeds, an amount equal to 80% of the Distribution Proceeds (as defined at Section 5G.3 below).
For the avoidance of doubt, the grant of the abovementioned licence of the Distributed Content does not allow BandLab and the 3P Platforms to sell ownership of the Distributed Content as the User retains ownership of the Distributed Content.
5G.3 Proceeds from Distribution of Distributed Content. The use of the Distribution Service (in respect of Distributed Content) will result in the receipt of proceeds from the 3P Platforms (for the digital distribution of Distributed Content on the respective platforms (“Distribution Proceeds”)). BandLab will retain 100% of the Distribution Proceeds. BandLab does not collect any Distribution Proceeds on behalf of Users.
5G.4 Payment of the Distribution Licensing Fee. Where the General Payment Payout Terms (see Section 2C) is assessed and regarded satisfied by BandLab, the Distribution Licensing Fee shall be due and payable by BandLab to the user within 60 days from the end of the month in which Distribution Proceeds are actually received by BandLab from the 3P Platforms.
However, BandLab reserves the right to withhold the Distribution Licensing Fee if any account information provided by User is incomplete, incorrect, or if there is unauthorised access to User’s Account. In respect of any funds which BandLab is unable to pay to User due to the User’s failure to provide BandLab with account information that is correct, complete and/or updated, BandLab will notify User of such failure and User acknowledges that:
(a) BandLab will have no obligation to continue holding any such funds, and in the event that BandLab continues to hold such funds, User further acknowledges that BandLab is not providing any “payment service” (as such term is defined under the Payment Services Act 2019) to User in this regard; and/or
(b) such funds or portions thereof, at BandLab’s election, will be forfeited by User and automatically and irrevocably transferred and assigned to BandLab if User does not provide BandLab with updated account information within six (6) months of BandLab’s first failed attempt to pay any funds to User.
In the event that the Distribution Licensing Fee is withheld by BandLab as stated above, the Distribution Licensing Fee will only be due and payable to User within 60 days from the end of the month upon the date of receipt of full and correct account information and upon validation of the payment information by BandLab.
5G.5 Without limiting anything in the Agreement, in the event that BandLab has reason to suspect that a User’s Account has been subjected to and/or is involved in any fraudulent, illegal or infringing activities (including, but not limited to, copyright infringement, trademark infringement, automated streaming fraud, manual streaming fraud, credit card fraud, improper manipulation or interference of the 3P Platforms in order to artificially increase streams, downloads, or purchases of material (including via the methods referenced in Section 4.2.7 above), violation of a 3P Platform’s terms and conditions, or violation of a third party’s right of publicity): (i) BandLab reserves the right to immediately issue a takedown request for all of User’s submitted material, including material submitted via other associated accounts, suspend and/or terminate User’s Account, and remove and/or disable access to User’s Distributed Content; (ii) all and any Distribution Licensing Fees associated with all of User’s associated accounts will immediately be withheld and/or forfeited by User, and may also be returned to the relevant 3P Platforms; (iii) if in BandLab’s reasonable judgement it elects to engage an attorney in connection therewith, BandLab shall, in its sole discretion, have the right to deduct from any monies otherwise payable to User hereunder or charge to User’s Account an additional fee of a minimum of US$750 to offset the costs of associated legal fees and expenses; and (iv) notwithstanding the foregoing, all and any other costs and expenses incurred by BandLab (including total legal fees and expenses, penalties and fines, Taxes, chargeback fees and other fees as imposed by third parties etc.) in connection therewith may be deducted from any monies otherwise payable to User. Further, User acknowledges and agrees that BandLab may, at its sole discretion, disclose User’s User Content to third parties, including 3P Platforms, law enforcement agencies, and other third parties alleging infringement in order to: (A) comply with demands, law enforcement orders, court orders, tribunal orders, legal demands, orders issued by regulatory authorities, or the legal process; (B) protect the rights and safety of individuals; or (C) protect BandLab’s legal rights and interests in any legal disputes or proceedings relating to the User’s User Content.
5G.6 BandLab’s Right to Manage the Distribution Service: BandLab retains the right to modify the terms of the Distribution Service at its sole and absolute discretion, including but not limited to, modifying the number of Sound Recordings that each User may use the Distribution Service for, disabling access or removing User’s Distributed Content from the Distribution Service, introducing additional fees for the use of the Distribution Service and changing the 3P Platforms BandLab works with for the provision of the Distribution Service. BandLab also reserves the right to terminate the Distribution Service at any time at its sole and absolute discretion.
5G.7 Users authorise BandLab to rely on information and/or accountings provided by 3P Platforms. Users acknowledge and agree that BandLab has no control over 3P Platforms’ operation and management of their platforms and that BandLab bears no responsibility whatsoever and shall not be liable for any actions and omissions of 3P Platforms and their operation and management of their platforms and the digital distribution of the Distributed Content on their platforms, including 3P Platforms failure to make accountings or payments to BandLab in a timely or accurate manner.
5H. Terms Applicable to the Beats Store.
If you elect to use the Beats Store, the following terms and conditions will apply to your use of the Beat Store:
5H.1 Purchase Process: The Beats Store makes available music tracks, beats, loops, or other content (each a “Beat”) to Users (each a “Beat Buyer”) for purchase at the fee as may be specified for the Beat (“License Fee”). After selecting the Beat to be purchased, Beat Buyer will need to agree to and accept the terms of the license agreement between BandLab and Beat Buyer (“License Agreement”) and confirm the purchase by making payment of the License Fee. Beat Buyer agrees that once payment of the License Fee for the purchase of the Beat is made, the purchase may not be cancelled and there shall be no refunds.
5H.2 License Agreement. In consideration of Beat Buyer’s payment of the License Fee for the Beat, Beat Buyer will be granted a non-exclusive, non-transferable, and limited license to use such Beat. The full details of the scope of the licence for the Beat purchased and its permitted uses are set out in the License Agreement, a copy of which is provided to Beat Buyer in his/her/their Account upon completion of the Beat purchase. Beat Buyer is advised to read the License Agreement carefully and to seek his/her own independent legal advice since it affects Beat Buyer’s legal rights and governs Beat Buyer’s ability to use the Beat.
5H.3 Ownership of Beats: BandLab retains all ownership rights in the Beat. Beat Buyer merely obtains a non-exclusive, non-transferable, and limited license to use the Beat and is bound by terms and conditions regarding the use of such Beat as set out in the License Agreement. For the avoidance of doubt, the grant of such licence of the Beat does not allow Beat Buyer to sell, sub-license, assign or transfer any rights in the Beat.
5H.4 Without limiting anything in the Agreement, in the event that BandLab has reason to suspect that Beat Buyer’s Account has been subjected to and/or is involved in any potentially fraudulent, infringing or illegal activities (including, but not limited to anti-money laundering activities and payment related fraud): (i) BandLab reserves the right to cancel the sale of the Beat, terminate the License Agreement, suspend and/or terminate Beat Buyer’s Account and remove and/or disable Beat Buyer’s access to the Beat; (ii) if in BandLab’s reasonable judgement it elects to engage an attorney in connection therewith, BandLab shall, in its sole discretion, have the right to deduct from any monies otherwise payable to Beat Buyer or charge to Beat Buyer’s Account an additional fee of a minimum of US$750 to offset the costs of associated legal fees and expenses; and (iii) notwithstanding the foregoing, any other costs incurred by BandLab (including total legal fees and expenses) in connection therewith may be deducted from any monies payable to Beat Buyer. Further, Beat Buyer acknowledges and agrees that BandLab may, at its sole discretion, disclose information relating to Beat Buyer and the purchase transaction to third parties, law enforcement agencies, and other affected third parties in order to: (A) comply with demands, law enforcement orders, court orders, tribunal orders, legal demands, orders issued by regulatory authorities, or the legal process; (B) protect the rights and safety of individuals; or (C) protect BandLab’s legal rights and interests in any investigations, legal disputes or proceedings relating to the Beat.
5H.5 Taxes: BandLab may withhold any Taxes on payments that Beat Buyers make in accordance with all applicable laws, rules and regulations.
5H.6 BandLab’s Right to Manage the Beats Store: BandLab retains the right, but does not have the obligation, to immediately halt the offering or sale of any Beats, prevent or restrict access to the Beats Store or take any other appropriate measures as deemed necessary by BandLab to protect BandLab, Users’, and third parties’ rights and property or to facilitate the proper functioning of the Beats Store. BandLab retains the right to modify the terms of the Beats Store at its sole and absolute discretion. BandLab also reserves the right to terminate the Beats Store or any component of the Beat Store (including withdrawing certain Beats) at any time at its sole and absolute discretion.
6. BandLab’s Limitation of Responsibility and Liability
6.1 BandLab is 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.
6.2 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 by BandLab in connection with the Services. Without prejudice to the generality of the foregoing, we do not warrant:
6.2.1 the accuracy, reliability, 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;
6.2.2 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;
6.2.3 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;
6.2.4 that any information, instructions, or communications posted or transmitted by you through the Services is secure and cannot be accessed by unauthorised Third Parties;
6.2.5 that any elements of the Services designed to prevent unauthorised access, Sharing or download of Content will be effective;
6.2.6 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
6.2.7 that your use of the Services is lawful in any particular jurisdiction.
6.3 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:
6.3.1 any access to and/or use of the Services, Content or External Services;
6.3.2 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;
6.3.3 your reliance on any Content or information relating to Content; or any inaccuracy or defect in any Content or any information relating to Content;
6.3.4 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;
6.3.5 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;
6.3.6 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;
6.3.7 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;
6.3.8 your failure to provide us with accurate or complete information, or your failure to keep your Username and/or Password suitably confidential;
6.3.9 any misconduct by other Users or Third Parties using the Services, especially in breach of the Agreement;
6.3.10 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;
6.3.11 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; and/or
6.3.12 any interactions or dealings between you and other Users, or you and Third Parties found on or through the Services.
6.4 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:
6.4.1 your access to and/or use of the Services or any part thereof;
6.4.2 any Content you Submit to and/or through the Services;
6.4.3 our having made available the Services and/or Content, or having entered into the Agreement with you;
6.4.4 any enforcement of our rights under the Agreement;
6.4.5 any violation by you of any terms of the Agreement, however arising;
6.4.6 any negligent act or omission, wilful default, unlawful act, fraud, misrepresentation and/or misconduct on your part;
6.4.7 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;
6.4.8 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;
6.4.9 any claims relating to the completeness, accuracy, currency, or reliability of any information provided by Users;
6.4.10 any activity related to your Account, be it by you or by any other person accessing your Account with or without your consent;
6.4.11 any claims relating to Taxes, if any, associated with the payments you receive from BandLab; and/or
6.4.12 any disputes between you and any other Users, or you and Third Parties found on or through the Services.
6.5 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. Some jurisdictions do not allow the exclusion or limitation of certain warranties and types of damages, so the limitations and exclusions in this Sections 6.2 and 6.3 may not apply to you.
6.6 Your sole remedy as a result of any breach of alleged breach by us of the Agreement or other applicable terms and conditions or agreements is limited to your ability to discontinue use of the Services.
7. Blocking and Removal of Content
7.1 We reserve the right, but shall not be obliged to:
7.1.1 remove, block, reject or relocate any Content appearing on or through the Services at any time;
7.1.2 prevent or restrict access to the Services by any User or Third Party;
7.1.3 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 and, where necessary, to defend ourselves in a litigation or bring a legal case in order to protect our rights;
7.1.4 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
7.1.5 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 or exigent circumstances, such as to protect the security and safety of the Services, the community or Users, as determined by us at our sole discretion.
7.2 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 Policy or in accordance with the DMCA process set forth below.
7.3 If you discover any Content that you believe to be in violation of your or others 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.
7.4 People will only participate in the BandLab community if they feel safe and secure. It is important to us to ensure that the Services do not host harmful content. BandLab works hard to maintain the security (including the availability, authenticity, integrity, and confidentiality) of the Services. We employ dedicated teams around the world, work with external service providers, partners and other relevant entities and develop advanced technical systems to detect potential misuse of the Services, harmful conduct towards others, and situations where we may be able to help support or protect our community, including to respond to Users’ reports of potentially violating Content. If we learn of content or conduct like this, we may take appropriate action based on our assessment that may include – notifying you, offering help, removing Content, removing or restricting access to certain features, disabling an Account, or contacting law enforcement or any other governing authority. BandLab may bring a legal claim where we believe it necessary to preserve our reputation or the safety or security of the Services or Users. BandLab may access, preserve, use and share any information it collects about you where it has a good faith belief it is required or permitted by law to do so.
8. Third Party Websites and Services
8.1 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”).
8.2 You acknowledge and agree that we do not monitor or 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.
8.3 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.
9. Consent to Disclosure and Provision of Information, and Cookies
9.1 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 that we can collect, use, and disclose any Personal Data you provide to us in accordance with our Privacy Policy (which may be found at https://bandlabtechnologies.com/policies/bandlab-privacy-policy/), as may be updated and/or amended by us from time to time.
9.2 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.
9.3 The following provisions apply only to the maximum extent permitted under applicable law:
9.3.1 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, you consent to us and/or our personnel disclosing any such information to comply with any order or request of any court or government or regulatory authority in any jurisdiction.
9.3.2 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.
9.3.3 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 including interest segment updates, personalized advertisements and email marketing. Your agreement to the provisions of this Clause 9.5 shall constitute your consent for the purpose of the provision of any personal data and spam control laws.
9.4 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.
10. Meetups
10.1 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.
10.2 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.
11. Competitions and Other Promotions
11.1 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.
11.2 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.
11.3 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
12. Use of BandLab Players and Widget
12.1 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.
12.2 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.
12.3 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 website or destination is dedicated.
12.4 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.
12.5 The foregoing shall apply whether your use of the Players or Widget is related to commercial or non-commercial purposes.
12.6 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.
13. Changes to Services, Content or Accounts
13.1 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.
13.2 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.
13.3 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 introduce charges and change the prices charged for any aspect of the Services from time to time. In the event of any introduction of charges, 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.
13.4 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.
14. Termination
14.1 Termination by us: In our sole and absolute discretion, we may with immediate effect, with or without prior notice, suspend or terminate your Account and/or access to the Services (or any part thereof) for any reason whatsoever, including without limitation, if we believe that you have violated or acted inconsistently with any terms or conditions set out herein; 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 or that we must act to protect the safety and security of the Services and/or the community or any member thereof; or if you have not used your Account for a prolonged period of time.
14.2 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 Services, we are unable to offer any refund.
14.3 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 56 Neil Road, Singapore 088830. 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.
14.4 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.
14.5 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: Sections 3.1-3.5, 3.9, 6 and 17, and any provision which, by its express terms or nature and context is intended to survive termination of your Account and/or termination of this Agreement.
15. Copyright Notice
15.1 In operating the Services, we may act as a “services provider” (as defined by the Digital Millennium Copyright Act (“DMCA”)) and a “network service provider” (as defined by the Singapore Copyright Act 2021 (“SCA”) and offer services as an online provider of materials and links to third party web sites. As a result, third party materials that we do not own or control may be transmitted, stored, accessed or otherwise made available using the Services. BandLab has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Services. BandLab has adopted a policy that provides for the immediate removal of any content or the suspension of any user that is found to have infringed on the rights of BandLab or of a third party, or that has otherwise violated any intellectual property laws or regulations, or any of the terms and conditions of the Agreement. If you believe any material available via the Services infringes a copyright, you should notify us using the notice procedure under the SCA and/or, where applicable, the DMCA (17 U.S.C. Sect. 512(c)(2)). We will respond expeditiously to remove or disable access to the material claimed to be infringing and will follow the procedures specified in the SCA and/or, where applicable, the DMCA, to resolve the claim between the notifying party and the alleged infringer who provided the Content. Our designated agent (i.e., proper party for notice) to whom you should address infringement notices under the DMCA is dmca@bandlab.com. Our designated representative to whom you should address take-down notices under the SCA is ivan.chen@bandlab.com.
15.2 Please provide the following notice:
15.2.1 Identify the copyrighted work or other intellectual property that you claim has been infringed;
15.2.2 The name and address of the rights owner of the copyrighted work or other intellectual property that you claim has been infringed;
15.2.3 Identify the material on the Services that you claim is infringing, with enough detail so that we may locate it on the Services;
15.2.4 A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law and/or that a rights infringement has been committed in respect of the copyrighted work or other intellectual property;
15.2.5 A statement by you declaring under penalty of perjury that (a) the above information in your notice is accurate, and (b) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner;
15.2.6 Your address, telephone number, and email address, and if you are not ordinarily resident in Singapore, your address for service in Singapore;
15.2.7 A statement by you declaring that you submit to the jurisdiction of the courts of Singapore for the purposes of any proceedings relating to any liability under section 324(2)(b) of Singapore’s Copyright Act 2021; and
15.2.8 Your physical or electronic signature.
15.3 We may give notice to our Users of any infringement notice by means of a general notice on any of the Services, electronic mail to a User’s e-mail address in our records, or by written communication sent by first-class mail to a User’s physical address in our records. If you receive such an infringement notice, you may provide counter-notification or restoration notice in writing to the designated agent that includes the information below. To be effective, the counter-notification or restoration notice must be a written communication that includes the following:
15.3.1 Your physical or electronic signature;
15.3.2 Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
15.3.3 A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled, and that the material is not an infringing copy of any copyrighted work or protected performance;
15.3.4 Your name, email address, physical address, and if you are not ordinarily resident in Singapore, your address for service in Singapore, and telephone number; and
15.3.5 A statement that you consent to the jurisdiction of a Federal District Court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which we may be found, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
15.3.6 A statement that you will submit to the jurisdiction of the courts in Singapore for the purposes of any proceedings relating to any liability under section 324(b) of Singapore’s Copyright Act 2021.
15.4 In accordance with Singapore’s Copyright Act 2021 and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, account holders who are deemed to be repeat infringers. We may also at our sole discretion limit access to the Site and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
16. Governing Law and Dispute Resolution
16.1 Except to the extent that any applicable additional terms incorporated into these Terms of Use provide differently or the applicable laws and regulation of your jurisdiction mandate otherwise,
16.1.1 Applicable Law and Jurisdiction: Use of the Services and these Terms of Use shall be governed by and construed in accordance with Singapore law.
16.1.2 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 (each a “Claim” and collectively “Claims”), including any question as to the validity, existence or termination of these Terms of Use and/or this Section 16.1.2, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (the “SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this provision. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator appointed by the President of the SIAC. The language of the arbitration shall be English. The decision of the arbitrator shall be final and binding on all the parties to the Agreement.
16.2 Dispute Resolution (USA-specific terms): If you are a User of the Services in the USA, the below additional terms (a) are incorporated into these Terms of Use, (b) apply to your use of the Services; and (c) override terms of Section 16.1.2 to the extent of any inconsistency:
16.2.1 Informal Negotiations. To expedite resolution and reduce the cost of any Claim, you and BandLab agree to first attempt to negotiate any Claim (except those Claims expressly excluded below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon written notice. If necessary to preserve a Claim under any applicable statute of limitations, you or BandLab may initiate arbitration while engaging in the informal negotiations.
16.2.2 Binding Arbitration. YOU AND BANDLAB MUTUALLY AGREE TO WAIVE YOUR RESPECTIVE RIGHTS TO RESOLUTION OF ALL CLAIMS BETWEEN YOU (EXCEPT THOSE EXPRESSLY EXCLUDED BELOW) IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTES BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS AS SET FORTH HEREIN.
This agreement to arbitrate, contained in this Section (this “Arbitration Agreement”), is governed by the Federal Arbitration Act and survives the termination of the Agreement or your relationship with BandLab. Claims include, but are not limited to, any dispute, claim or controversy whether based on past, present or future events arising out of or relating to: the Agreement and prior versions (including the breach, termination, enforcement, interpretation or validity thereof), the Services, your relationship with BandLab, the threatened or actual suspension, deactivation or termination of your Account or the Agreement, payments made by you or any payments made or allegedly owed to you, fraud, defamation, trade secrets, unfair competition, emotional distress, any promotions, offers made by BandLab, breach of any express or implied contract or breach of any express or implied contract or covenant, claims arising under federal or state consumer protection laws; claims arising under antitrust laws, claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; and claims arising under the Civil Rights Act of 1964, Uniform Trade Secrets Act, Americans With Disabilities Act), and state statutes, if any, addressing the same or similar subject matters, and all other federal and state statutory and common law claims. All disputes concerning the arbitrability of a Claim (including Claims about the scope, applicability, enforceability, revocability or validity of the Arbitration Agreement) will be decided by the arbitrator, except as expressly provided below.
YOU ACKNOWLEDGE AND UNDERSTAND THAT YOU AND BANDLAB ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS ARBITRATION AGREEMENT. THIS ARBITRATION AGREEMENT IS INTENDED TO REQUIRE ARBITRATION OF EVERY CLAIM OR DISPUTE THAT CAN LAWFULLY BE ARBITRATED EXCEPT THOSE CLAIMS AND DISPUTES WHICH BY TERMS OF THIS ARBITRATION AGREEMENT ARE EXPRESSLY EXCLUDED FROM THE REQUIREMENT TO ARBITRATE.
16.2.3 Agreement Prohibiting Class Actions and Non-Individualized Relief. You and BandLab agree that any arbitration will be limited to the Claim between BandLab and you individually. YOU ACKNOWLEDGE AND AGREE THAT YOU AND BANDLAB ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING (“CLASS ACTION WAIVER”). Further, unless both you and BandLab otherwise agree, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceeding. The arbitrator will have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The arbitrator will have no authority to consider or resolve any Claim or issue any relief on a class, collective, or representative basis.
Notwithstanding any other provision of the Agreement, this Arbitration Agreement or the AAA Rules (as defined below), disputes regarding the scope, applicability, enforceability, revocability or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (1) the Claim is filed as a class, collective, or representative action and (2) there is a final judicial determination that the Class Action Waiver is unenforceable as to any Claims, the class, collective, and/or representative action on such Claims must be litigated in a civil court of competent jurisdiction, but the Class Action Waiver will be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible.
16.2.4 Rules and Logistics Governing Arbitration. The arbitration will be commenced and conducted under the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”) in effect at the time the arbitration is initiated and modified by the terms set forth in this Arbitration Agreement and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org or by calling the AAA at 1-800-778-7879. Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the Claims presented, the arbitrator will have the discretion to select a different set of AAA Rules, but in no event will the arbitrator consolidate more than one person’s Claims, or otherwise preside over any form of representative, collective, or class proceeding.
As part of the arbitration, both you and BandLab will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim(s). The arbitrator may award any individualized remedies that would be available in court. The arbitrator may award declaratory or injunctive relief only in favour of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims. The arbitrator will provide a reasoned written statement of the arbitrator’s decision, which will explain the award given and the findings and conclusions on which the decision is based.
The arbitrator will decide the substance of all Claims in accordance with applicable law and will honour all claims of privilege recognized by law. The arbitrator will not be bound by rulings in prior arbitrations involving different third parties but is bound by rulings in prior arbitrations involving the same party to the extent required by applicable law. The arbitrator’s award will be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, provided that any award may be challenged in a court of competent jurisdiction in accordance with the Federal Arbitration Act.
Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules) subject to the following modifications:
(i) If BandLab initiates arbitration under this Arbitration Agreement, BandLab will pay all AAA filing and arbitration fees. If you file a Claim in accordance with this Arbitration Agreement and the associated claim for damages does not exceed USD 10,000, BandLab will pay all such fees unless the arbitrator finds that either the substance of your Claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
(ii) For Claims that arise out of, or relate to, BandLab’s actual or threatened deactivation of your Account or arise out of, or relate to BandLab’s actual or threatened termination of the Agreement with BandLab, BandLab will pay all costs unique to arbitration (as compared to the costs of adjudicating the same Claims before a court), including the regular and customary arbitration fees and expenses (to the extent not paid by BandLab pursuant to the fee provisions above). However, if you are the party initiating such Claim, you will be responsible for contributing up to an amount equal to the filing fee that would be paid to initiate the claim in the court of general jurisdiction in the state in which you reside, unless a lower fee amount would be owed by you pursuant to the AAA Rules, applicable law, or subsection 16.2.4(i) above. Any dispute as to whether a cost is unique to arbitration will be resolved by the arbitrator.
(iii) Except as provided in Federal Rule of Civil Procedure 68 or any state equivalents, each party will pay its own attorneys’ fees and pay any costs that are not unique to the arbitration (i.e., costs that each party would incur if the Claim(s) were litigated in a court, such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.).
(iv) At the conclusion of any arbitration, the arbitrator may award reasonable fees and costs or any portion thereof to you if you prevail, to the extent authorized by applicable law.
(v) Unless you and BandLab agree otherwise, the seat of the arbitration shall be the State of New York and any hearings between BandLab and you will take place in Singapore.
16.2.5 Exceptions to Arbitration. The following types of Claims are not required to be arbitrated under this Arbitration Agreement (“Excluded Claims”):
Small claims actions that are within the scope of small claims court jurisdiction and brought on an individual basis; and
Claims that may not be subject to arbitration as a matter of law.
Nothing in this Arbitration Agreement prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs, or similar local, state or federal agency, and nothing in this Arbitration Agreement will be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfil the party’s obligation to exhaust administrative remedies before making a claim in arbitration. However, you knowingly and voluntarily waive the right to seek or recover money damages of any type pursuant to any administrative complaint and instead may seek such relief only through arbitration under the Agreement. The Agreement and this Arbitration Agreement do not prevent you from participating in an investigation by a government agency of any report, claim or charge otherwise covered by this arbitration provision and do not prevent you from receiving an award for information provided to any government agencies.
16.2.6 Severability. In addition to the severability provisions set forth in Section 17.5, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision will be severed and the remainder of this Arbitration Agreement will be given full force and effect.
16.2.7 Right to Opt Out of Arbitration Agreement. You may opt out of this Arbitration Agreement by notifying BandLab in writing within thirty (30) days of the date you first registered for the Services or thirty (30) days from the date the Agreement was last updated. To opt out, you must send a written notification to BandLab that includes (a) your Account username, (b) your name, (c) your email address, and (d) a clear statement indicating that you do not wish to resolve Claims through arbitration and demonstrating compliance with the 30-day time limit to opt out of the above arbitration and class action/jury trial waiver provisions.
16.2.8 The arbitrator, and not any court, shall have exclusive authority to resolve all issues, including the scope, applicability, interpretation and enforcement of this arbitration provision (including any claims of unconscionability or that this provision is void or voidable).
17. General
17.1 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.
17.2 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. You acknowledge and agree that we bear no responsibility whatsoever and shall not be liable for any loss or damage suffered by you arising out of, in relation to or in connection with any actions and omissions of any service providers, subcontractors and/or agents.
17.3 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.
17.4 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, including any act of God or a public enemy, act of terrorism, act of any military, civil or regulatory authority, civil or regulatory authority, change in any law or regulation, fire, food, earthquake, storm or other like event, disease outbreak, epidemic, disruption or outage of communications (including the internet or other networked environment), power or other utility, and unavailability of supplies which could not have been prevented by us with reasonable care.
17.5 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.
17.6 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.
17.7 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.
17.8 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 2001 of Singapore or other similar laws in any relevant jurisdiction including your jurisdiction, 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 Section 15.8 shall affect the rights of any permitted assignee or transferee of the Agreement.
17.9 The Services uses Discogs API but is not affiliated with, sponsored, or endorsed by Discogs. ‘Discogs’ is a trademark of Zink Media LLC.
17.10 The Services use third-party payment providers, including in-app purchases via Apple’s App Store and Google’s Play Store and Paddle.com (“Paddle”), our merchant of record, for payments made with debit/credit cards and Paypal. When you purchase a service or product using Paddle, Paddle will be the seller of record, and you will be entering into a separate legal agreement with Paddle, subject to Paddle’s terms and conditions available at https://paddle.com/legal-buyers/ which you are required to agree to in addition to the terms of the Agreement. Notwithstanding that the payment transaction is entered into with Paddle, your use of the Services remains subject to the terms of the Agreement with us. The Agreement is the “Supplier Agreement” referred to in Paddle’s terms and conditions.
18. Definitions
18.1 Unless the context otherwise requires, the following expressions shall have the following meanings in these Terms of Use:
18.1.1 “Agreement” means these Terms of Use together with our Policies.
18.1.2 “Artist” means a User who contributes Musical Works to the Albums Service.
18.1.3 “BandLab”, “we”, “our” and “us” refer to BandLab Singapore Pte Ltd (UEN 201421314K), a company incorporated under the laws of Singapore with its registered address at 56 Neil Road, Singapore 088830.
18.1.4 “Content” means any materials, data, information, functionalities, or services displayed, provided, or made available through the Services, including but not limited to Direct Communications, text, software, code, scripts, webpages, music, sound, drawings, paintings, photographs, video, graphics, graphical user interface, forms, diagrams, or other material contained in the Services.
18.1.5 “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.
18.1.6 “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.
18.1.7 “Indemnitees” means BandLab, its Related Entities, and their respective officers, directors, employees, agents, independent contractors, shareholders, successors and assigns.
18.1.8 “Intellectual Property Rights” means all copyright, patents, utility innovations, trade marks 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.
18.1.9 “Linked Services” means External Services to which Content can be submitted through the functionalities of the Services.
18.1.10 “Musical Works” means 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.
18.1.11 “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.
18.1.12 “Policies” means our Privacy Policy, Copyright Policy, Community Guidelines, Cookies Policy, Refund Policy, and other terms that apply to specific functionalities, apps, products, or services within the Services.
18.1.13 “Related Entities” means any holding company of BandLab, subsidiary of BandLab, or subsidiary of the holding company of BandLab.
18.1.14 “Services” means the BandLab website, any BandLab mobile and desktop app, and any related players, widgets, tools, applications, data, software, APIs, and platforms.
18.1.15 “Share”, “Shared” 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.
18.1.16 “Sharing Functionalities” means the features, platforms, and functionalities available on the Services from time to time which allow you to Share Content with other Users.
18.1.17 “Submit” and “Submitting” means, in relation to Content, uploading, creating, storing, transmitting, submitting, exchanging, communicating, or otherwise making available Content on or through the Services.
18.1.18 “Tax” or Taxes” shall mean any and all income, gross receipts, license, payroll, employment, excise, severance, stamp duty, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security, sales, use, transfer, registration, value added, goods and services, digital services, or other taxes of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any governmental authority.
18.1.19 “Third Party” means a legal entity, company, or person(s) that is not a party to these Terms of Use.
18.1.20 “User(s)”, “you” and “your” means any party with access to the Services and/or who accesses or uses a Service.
18.2 Interpretation
18.2.1 In these 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) section and paragraph headings are inserted for convenience only and shall not affect the interpretation of these 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.
18.2.2 To the extent that there is any conflict between these 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.