NOTICE TO USER:
YOU AGREE THAT BY CLICKING “I CONFIRM I HAVE READ AND AGREE TO THE THESE TERMS AND CONDITIONS” THIS AGREEMENT WILL BECOME A VALID, LEGALLY BINDING AND ENFORCEABLE AGREEMENT AS IF SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT CLICK “I CONFIRM I HAVE READ AND AGREE TO THESE TERMS AND CONDITIONS” BY USING ALL OR ANY PART OF THE SOFTWARE (“THE SOFTWARE”) YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT AS SET OUT BELOW.
END USER LICENCE AGREEMENT
All Intellectual Property in this Software, and any updates and supplements to it and any associated Documentation and Manuals (“the Software”) is owned and controlled by Semetric Limited trading as musicmetric (“the Owner”), except where otherwise stated. You may not use or access the Software, copy or modify it in any way without the express written permission of the Owner. The Owner offers you a non-exclusive licence on the terms of this Agreement.
1.1 In this Licence unless the context otherwise requires:
“Agreement” means the terms and conditions under which you are being granted a license to access the Software, Manuals, Documentation and any other services as set out herein “musicmetric Server” means the computer system, owned by musicmetric, supplied by an Internet Service Provider or supplied by another third party and used to provide musicmetric’s analysis services, its Web Site and other ancillary functions
“Personal Computer” means the laptop, desktop personal computer or mobile device that you use.
“Data” means any programs, data or other information accessed from the musicmetric servers.
“Intellectual Property” means all vested contingent and future intellectual property rights including but not limited to copyright, trademarks, service marks, design rights (whether registered or unregistered), patents, know-how, trade secrets, inventions, get-up, database rights and any applications for the protection or registration or these rights and all renewals and extensions thereof existing in any part of the world whether now known or in the future created to which the Owner may be entitled.
“The Manuals” means the documentation, in whatever form supplied, on how to use the Software.
“The Service” means the suite of analysis tools, data feeds or API’s supplied by musicmetric as described by the relevant service level.
“The Software” means the computer program and all of the contents of the files, disk(s), CD-ROM(s) or other media with which this Agreement is provided, including but not limited to (i) Owner’s or third party computer information or software; (ii) related explanatory written materials or files (“Documentation”); and (iii) fonts; and (iv) upgrades, modified versions, updates, additions, and copies of the Software, if any, supplied and licensed to you by musicmetric (collectively, “Updates”) to enable access to the analysis generated my musicmetric.
“The Subscription Fee” means the monthly or annual amount payable (if any) for The Service.
“Web Site” means a site at which text, graphics, data, files and information are stored electronically and access to which is made available to organisations and the general public via the Internet
In accordance with the terms of this Licence you are permitted to:
2.1 Download the Software and use it on only one computer, workstation, terminal or Personal Computer (“Computer”) which is under your control (unless otherwise stated in the contract);
2.2 Transfer the Software from one Computer to another provided it is used on only one Computer at any one time;
2.3 Log into the software and access the services provided my musicmetric to your subscription. A maximum of one simultaneous login per named user is permitted (unless otherwise stated in the contract).
2.4 Use the Manuals and Documentation in connection with the permitted use of the Software;
2.5 You are not permitted;
2.5.1 to use the Software or The Service on any Computer or server or system which permits electronic access to it by more than one user (whether such access forms part of a LAN, WAN or otherwise);
2.5.2 to rent, lease, sub-licence, loan, copy (except as expressly provided in this Agreement), modify, adapt, merge, translate, reverse engineer, decompile, disassemble, resell data (except where a reselling licence is granted) or create derivative works based on the whole or any part of the Software or The Service;
2.5.3 except as expressly provided in this Agreement, to use, reproduce or deal in the Software or The Service (including without limitation in Manuals and Documentation relating thereto) in any way;
2.5.4 transfer the Software, The Service, the Manuals, the Documentation and/or this Agreement to any individual or entity whether on a permanent or temporary basis. If you transfer possession of any copy of the Software to another person, the licence granted by this Agreement is automatically terminated without prejudice to any other rights and remedies the Owner may have in respect of such unauthorised use.
2.5.5 use the Software or The Service to create dashboards, analytics software or any other interactive data visualization accessible either internally or to the public, or to integrate any of The Services into an third party product (without express written permission).
2.6 Notwithstanding the generality of clause 2.5 above any and all rights not expressly granted in accordance with the terms of this Agreement are hereby reserved to the Owner.
3.1 The term of this licence (“the Term”) shall commence upon your acceptance of the terms of this Agreement and shall be for a period of not less than twelve (12) months and shall continue thereafter unless and until terminated by either party in accordance with the following provisions. For the avoidance of doubt you shall not be entitled to access or use the Software, Manuals or Documentation unless and until you have accepted the terms of this Agreement.
3.2 If you are the original registered user, the Software is being supplied to you on the basis that you have downloaded and installed the trial Software and created an account. At the end of the evaluation period, which runs from the day that you purchase the Software, your account will be charged for the month unless you cancel the evaluation before the trial period expires.
3.3 This licence (unless suspended in accordance with this Clause 3.1 above) is effective until you terminate it by destroying the Software Documentation and Manual together with all copies. It will also be revoked without further formality if you fail to abide by the terms of this Agreement or fail to pay the subscription charges when they fall due.
3.4 Upon termination or revocation (by whatever means) you agree to destroy the Software, Documentation and Manuals, including any electronic copies stored on any Computer under your control and the Owners shall have the right without the need for notice or any other formality to delete your stored Data without liability for loss or damage.
3.5 Subject always to the terms of this Agreement the Term shall continue unless terminated by either party giving to the other not less than one month’s prior written notice to expire on the day the Subscription Fee is due and payable.
The Owner shall at all times (during or after the expiry of the Term whether by effluxion of time of otherwise) retain ownership of the Software, Manuals and Documentation and subsequent copies thereof regardless of form. The Owner’s warranties and support service under this Agreement are available only to the original registered user.
5. WARRANTIES AND DISCLAIMERS
5.1 The Owner warrants that the Software will during the Term perform substantially in accordance with its specification as described in the Manual and as displayed at www.musicmetric.com (provided that the Software is properly used on the Computer and with the operating system for which it was designed).
5.2 If the Owner is notified of significant errors during the warranty period (being ninety (90) days from the date upon which the Software or any part thereof is first supplied to you) it will repair or replace the Software within a reasonable time or (at its sole discretion) provide or authorise a refund of a percentage of the Subscription Fee.
5.3 The above represents your sole remedies for any breach of the Owner’s warranties, which are given only to the original registered user.
5.4 The express terms of this Agreement are in lieu of all warranties, conditions, undertakings, terms and obligations implied by statue, common law, trade usage, course of dealing or otherwise all of which are hereby excluded to the fullest extent permitted by law.
5.5 The Owner does not warrant that the Software will meet your requirements or that the operation of the Software will be uninterrupted or error-free or that defects in the Software will be corrected. You shall load and use the Software at your own risk and you warrant to the Owner that at no time will you use the Software on a Personal Computer on which there is a computer virus of any type regardless of whether the virus is capable of causing any damage. The entire risk arising out of use or performance of the Software and any support services remains with you.
5.6 musicmetric will endeavour to update any tracked data at a maximum rate allowable by the musicmetric infrastructure and that of any third parties the data is collected from. Due to the nature of accessing data through the internet (and any other sources used by musicmetric) the frequency of data updates cannot be fixed and is liable to fluctuate over the period of the agreement.
5.7 You warrant to musicmetric that at all appropriate or material times you will maintain and have maintained a registration under the Data Protection Act 1998 as the same may be varied and amended from time to time
6.1 The price for the Service will be the price shown within the relevant subscription rate applicable from time to time and stipulated on the musicmetric Web Site musicmetric.com
6.2 You acknowledge that the price shown within the relevant subscription rate is subject to change and is dependent upon the Service package selected and the amount of data that is being accessed.
The Owner will use reasonable endeavours to answer by electronic mail or over its Web Site firstname.lastname@example.org (or any other pre-arranged method of contact), any queries you may have about the Software during the warranty period.
To the maximum extent permitted by applicable law, in no event shall the Owners or its suppliers be liable for any special, incidental, indirect, punitive or consequential damages whatsoever (including but not limited to, damages for: loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or of reasonable care), negligence, and any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use The Services components or the support services, or the provision of or failure to provide support services, or otherwise under or in connection with any provision of this End User Agreement, even if musicmetric or any supplier has been advised of the possibility of such damages.
9. LIMITATION OF LIABILITY AND REMEDIES
Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced in clause 8 above or elsewhere in this Agreement and all direct or general damages), the entire liability of the Owners and of its suppliers under any provision of this Agreement and your exclusive remedy for all of the aforegoing shall be limited to actual damages incurred by you based on your reasonable reliance upon these terms up to a maximum of the amount actually paid by you for The Services. The aforegoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
10. ACCEPTABLE USE
10.1 You may use The Services only for lawful purposes. You may not use, and shall take all reasonable steps to ensure that no other person uses The Service;
10.1.1 in a way that does not comply with the terms of any laws applicable to you or that is in any way unlawful or fraudulent or has any unlawful or fraudulent purpose or effect;
10.1.2 to bulk download/save/access or in any way log data for multiple artists by automatically scripting the software or otherwise accessing the musicmetric servers.
10.1.3 to store, send or upload any material that contains viruses, trojan horses, worms, time bombs or any other harmful programs or illegal data.
10.2 You hereby agree to fully and effectually indemnify us from and against any and all costs losses and damages (including without limitation our legal costs on an indemnity basis) incurred by or in respect of any breach by you of the terms of this Agreement including without limitation these Acceptable Use provisions as set out in this clause 10.
11. ENTIRE AGREEMENT
11.1 This Agreement constitutes the entire agreement between the parties and with the exception of any fraudulent misrepresentations, supersedes all prior oral or written agreements, understandings or arrangements between them relating to the subject matter of this Agreement.
11.2 Nothing in this Agreement shall create or be deemed to create a partnership nor the relationship of employer and employee nor principal and agent between the parties.
12. RETURNS POLICY
12.1 When buying a service from musicmetric, you agree to subscribe to the Services for the duration of the relevant contract.
12.2 If a free trial is offered for any service, you will not be charged until the end of that trial period. If you decide to cancel the Services before the end of the trial period you will not be charged for the Services during the free trial, or for any other Services, and your details will be removed from our servers and those of our credit card handling company.
12.3 If a contract for the Services is terminated before the end of the contract period (by musicmetric) you will be refunded for any credit remaining in your account after the cancellation date.
12.4 Under Regulation 10 of The Consumer Protection (Distance Selling) Regulations 2000, you may have the right to cancel this Agreement for seven working days after the day after this Agreement has been concluded. However, it is agreed between musicmetric and you that the Services may commence before the end of that cancellation period, and then you will lose the right to cancel from the date that musicmetric provides you with the access details of the Services.
This Agreement shall be governed by English law, and any disputes in relation to it will be subject to the exclusive jurisdiction of the English courts.
14. IMPORTANT NOTICE
YOU WILL HAVE THE SOLE RESPONSIBILITY FOR YOUR LOGIN DETAILS WHICH WILL ALLOW YOU AND ONLY YOU ACCESS TO, AND RETRIEVAL OF, YOUR DATA ON MUSICMETRIC. MUSICMETRIC WILL NOT BE LIABLE IN ANY WAY FOR ANY LOSS OR DAMAGES ARISING OUT OF YOUR LOSS OF THE LOGIN DETAILS.