At BeatConnect, one of our main priorities is the privacy of our visitors and users. This privacy policy (the “

”) contains the types of personal information that are collected, used, disclosed and recorded by BeatConnect in the performance of our services.

If you have questions or require more information or assistance about our Privacy Policy, do not hesitate to contact us. Please refer to the “Contact Us” section of this Privacy Policy. 

This Privacy Policy applies to our online activities and is valid for visitors and users of our Website 

”) and on which this Privacy Policy is linked or referenced. This Privacy Policy is not applicable via channels other than this Website.

Subject to applicable law, the collection, use and disclosure of personal information is subject to the consent of any user of our Website. The consent must be free, informed and given for specific purposes, for instance, the purposes set out in this Privacy Policy. At all times, express consent must be given by an individual if the personal information is considered sensitive. 

BeatConnect might, under the applicable law, be authorized to collect, use or disclose personal information without the prior consent of the concerned individual. For example, personal information may be disclosed without prior consent from the individual to an authority responsible, by law, of the prevention or detection of a crime or statutory offences. 

Personal information might also be collected from a third party other than from the individual to whom it relates if the collection from this third party is necessary in order to ensure the accuracy of the information.

At any time, an individual may refuse to provide BeatConnect with any or all his/her personal information. As the collection of some personal information is required for the purposes of the services offered by BeatConnect, the refusal to provide personal information may prevent BeatConnect from providing its services to the individual.

In the course of providing our services, we may collect the following information from our visitors and/or users:

It should be noted that user profile information, such as music genres, musical skills and tools used by the user may also be collected by BeatConnect. As this information may be combined with information that allows the user to be identified (for example, the user’s name and email address), this information could be considered as personal information. As BeatConnect values the protection of the personal information of its visitors and users, this information is treating with care and precaution, as personal information is.

Personal information is collected by BeatConnect in the following circumstances:

We use and/or disclose the personal information we collect in various ways, including to:

Subject to prior and express consent or as otherwise determined by applicable law, personal information can also be collected for any other purpose determined between the visitor/user and BeatConnect. 

In order to ensure the protection of the personal information BeatConnect collects, uses and discloses, technological, administrative and physical security measures are implemented and currently in place.

BeatConnect may disclose personal information to third parties for the purposes of offering services to its users. This includes service providers, such as payment processors like Stripe, which processes all transactions of payments, and cloud providers like Amazon Web Services, which maintains and manages our data and services on external servers. Third parties may also include the competent legislative authorities such as the 

, which is responsible for the enforcement of privacy legislation in the province of Quebec, Canada. 

BeatConnect is based in Quebec, Canada. As some of our services providers are located outside the country, your personal information may be disclosed to such third-party service provider and additional legislation and regulations may apply. For each third party to whom BeatConnect may disclose personal information, we ensure via contractual means that the security measures employed by these third parties comply with applicable legislation and are aligned with our way of collecting, using and disclosing your personal information.

When needed, BeatConnect undertakes to perform privacy impact assessments, as required by applicable law, upon the disclosure of personal information to a third party outside the province of Quebec, Canada. Such privacy impact assessments must consider, among other factors, the sensitivity of the personal information and the purposes for which it is used.

BeatConnect follows a standard procedure of using log files. These files log visitors and users when they visit websites. All hosting companies do this and a part of hosting services’ analytics. The information collected by log files include internet protocol (IP) addresses, browser type, Internet Service Provider (ISP), date and time stamp, referring/exit pages, and possibly the number of clicks. These are not linked to any information which would enable us to identify an individual/a user. The purpose of the collection of this information is for analyzing trends, administering the site, tracking users’ movement on the Website, and gathering demographic information.

BeatConnect uses “cookies”. These cookies, including cookies from our services providers, are used to store information including visitors’ preferences, and the pages on the website that the visitors and users accessed or visited. The information is used to optimize the visitor/users’ experience by customizing our Website’s content based on visitors’ browser type and/or other information.

You can choose to disable cookies through your individual browser options. To know more detailed information about cookie management with specific web browsers, it can be found at the browsers’ respective websites.

Third-party ad servers or ad networks use technologies like cookies, JavaScript, or Web Beacons that are used in their respective advertisements and links that appear on BeatConnect, which are sent directly to users’ browser. They automatically receive your IP address when this occurs. These technologies are used to measure the effectiveness of their advertising campaigns and/or to personalize the advertising content that you see on websites that you visit.

Note that BeatConnect has no access to or control over these cookies that are used by third-party advertisers.

BeatConnect’s Privacy Policy does not apply to other advertisers or websites. Thus, we are advising you to consult the respective Privacy Policies of these third-party ad servers for more detailed information. It may include their practices and instructions about how to opt-out of certain options.

BeatConnect is aware of the privacy legislation outside of Canada. Under the 

, among other rights, California individuals/users have the right to:

, among other rights, European individuals/users have the rights to:

Please note that BeatConnect does not and will never sell the personal information it collects.

If you would like to exercise any of these rights, please 

 or consult the “Transparency” section of this Privacy Policy regarding the access, rectification, erasure and complaint of this Privacy Policy.

Another part of our priority is adding protection for children while using the internet. We encourage parents and guardians to observe, participate in, and/or monitor and guide their online activity.

BeatConnect does not knowingly collect any personal information from children under the age of 14. Subject to the provisions of the law, BeatConnect acknowledges that it may not collect personal information from children under the age of 14 without the prior consent of the tutor of the person having parental authority. 

If you think that your child provided this kind of information on our Website, we strongly encourage you to contact us immediately and we will do our best efforts to promptly remove such information from our records.

BeatConnect strives to ensure that all personal information collected, used and disclosed for the ends declared in this Privacy Policy are accurate and up to date. BeatConnect undertakes that any change to correct or rectify an incorrect personal information shall be made quickly, within reasonable delays. Subject to applicable law, a visitor or user may, upon request, access and obtain a copy of his/her personal information collected by BeatConnect. A reasonable fee may be charged by BeatConnect in the case a copy of the personal information is requested. 

A request for rectification, for instance, in cases where personal information is erroneous or out of date, and a request for deletion of personal information may also be made by any visitor or user.

At any time, a visitor or user may withdraw his/her consent to the collection, use and disclosure of their personal information. The withdrawal of consent may prevent BeatConnect, in whole or in part, from providing services to a visitor or user. To withdraw your consent or to request access, rectification or erasure of your personal information, please refer to the “Contact Us” section of this Privacy Policy. 

To ensure that the personal information we collect, use and disclose is protected, BeatConnect has appointed a person in charge of the protection of personal information (the “

”). The roles and responsibilities of the Privacy Officer include, among others:  

For all questions with respect to this Privacy Policy, which include the report of a confidentiality incident, requests for access, rectification or erasure of personal information and complaints, or for assistance, we invite you to contact our Privacy Officer 

BeatConnect reserves the right to amend or modify, at its sole discretion, this Privacy Policy at any time in order to comply with applicable legislative provisions currently in force and with any relevant and upcoming legislative changes pertaining to the protection of personal information.

Upon significant modifications to the Privacy Policy, BeatConnect may send a notice to its users informing them of such changes. Alternatively, the publication of the amended Privacy Policy shall constitute sufficient notice with respect to the amendments and modifications of this Privacy Policy.

KEEPING AND DESTRUCTION OF PERSONAL INFORMATION

The life cycle of personal information includes the following stages: collection, use, disclosure, keeping and destruction. 

BeatConnect is required to keep your personal information only as long as necessary for the fulfillment of the purposes for which it was collected. In accordance with applicable law, personal information may also be retained for a specific period of time for tax purposes.

BeatConnect implements appropriate security safeguards to protect your personal information. These measures must be applied when personal information is stored and kept, and must be proportional with the sensitivity of the personal information, its purpose and its quantity. The security measures currently in place at BeatConnect include the following: 

It should be noted that when personal information is the subject of an access or rectification request or of a complaint, BeatConnect must retain the personal information for the duration of the process.

Subject to applicable law, personal information must be destroyed once
the purposes for which it was collected have been fulfilled. Destruction methods such as formatting, rewriting and digital shredding may be used by BeatConnect to satisfy its obligations.

If you have any questions or need further clarification about how BeatConnect stores or destroys the personal information it collects, please contact us. Please refer to the “Contact Us” section of this Privacy Policy in order to do so.

Any user or visitor may address a complaint to BeatConnect if he or she is unsatisfied with BeatConnect’s handling or management of his or her personal information. For example, a complaint can be filed in the case where an individual, the plaintiff, had suffered a prejudice as a result of BeatConnect’s processing of his or her personal information.

Complaints are processed and treated by BeatConnect’s employees and Privacy Officer. As a complaint is received, the employee(s) targeted to proceed to the investigation or the Privacy Officer acknowledges it within a reasonable delay and begins the review process. During the investigation, all relevant information is collected and reviewed. Changes or solutions are then proposed to the plaintiff and performed, upon acceptance of the plaintiff, to correct the object of the complaint.

All complaints will be addressed and resolved by BeatConnect within ninety (90) days from the reception of the complaint. Upon reception of a complaint by an individual, an acknowledgement of receipt will be provided to you within ten (10) from the reception of the complaint. As one of our main priorities is the privacy of our visitors and users, BeatConnect undertakes to respond promptly to all complaints.

If you wish to address a privacy-related complaint, in order to facilitate the processing and the resolution of complaints, the following information may be included in your communication:

All complaints or questions regarding a potential complaint can be addressed to the Privacy Officer of BeatConnect, whose contact information can be found the “Contact Us” section of this Privacy Policy. 

IMPORTANT NOTICE: THESE TERMS OF USE ARE SUBJECT TO A BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 17. PLEASE READ THEM CAREFULLY. IF YOU DO NOT AGREE WITH THE ARBITRATION PROVISIONS AND CLASS ACTION WAIVER CONTAINED HEREIN, PLEASE DO NOT USE ANY OF THE SERVICES.

These Terms of Use contain the terms and conditions that govern the Services and are a legally binding agreement between BeatConnect and you. By accessing or using the Services, you (1) are confirming that you have read, that you understand and that you agree to be bound by all of these Terms of Use and any additional terms, rules and conditions issued by BeatConnect from time to time and (2) are consenting to the collection, use, sharing and storage of your Personal Data and other handling of information as described in the Privacy Policy. IF YOU DO NOT AGREE TO THESE TERMS OF USE OR TO PERFORM ANY AND ALL OBLIGATIONS UNDER THESE TERMS OF USE, THEN YOU MAY NOT DOWNLOAD, ACCESS OR USE THE SERVICES.

BeatConnect may make changes to these Terms of Use from time to time. When making such changes, BeatConnect will post the updated Terms of Use on this page and will indicate the date the Terms of Use were last revised. The updated Terms of Use shall be effective as of the time it is posted for new Users, and will be effective thirty (30) days after they are posted for existing Users of the Services. You understand and agree that your continued use of the Services after the posting of any updated Terms of Use indicates your acceptance of these modified terms. If you do not accept such updated Terms of Use, you may not be able to continue to use the Services. Notwithstanding the foregoing, the updated Terms of Use of April 15th, 2024 shall be effective as of the time it is posted for new Users, and in order to allow existing Users access to the Marketplace and to other functionalities as early as possible, will be effective [five (5)] days after they are posted for existing Users. 

TO BE ELIGIBLE TO USE THE SERVICES, YOU MUST BE A RESIDENT OF ONE OF THE COUNTRIES IN WHICH THE SERVICES ARE SUPPORTED AND BE THE AGE OF MAJORITY IN YOUR COUNTRY OF RESIDENCE. YOU REPRESENT TO BEATCONNECT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO THESE TERMS OF USE. IF YOU ARE UNDER THE LEGAL AGE OF MAJORITY, YOUR PARENT OR LEGAL GUARDIAN MUST CONSENT TO THESE TERMS OF USE.

You can consult our FAQ here to learn more about some important rights granted in these Terms of Use.

 Certain features and portions of the Services are only accessible to Users who have registered for an Account. All the information you provide must be correct, current, and complete. From time to time, in order to access the Services or certain functionality, BeatConnect may require some or all Users to download updated or additional software. Upon registering an Account, you will be asked to provide first and last name, email address and select a username and password. It is imperative that the email address you provide is, and continues to be, valid. Any additional information you choose to disclose about yourself will be handled in accordance with our Privacy Policy. We encourage you to review our Privacy Policy to comprehend how you can manage the visibility of the information you provide during the registration process.

 BeatConnect reserves the right to remove, reclaim or change a username or studio name you select if BeatConnect determines, in its sole discretion, that such username or studio name is inappropriate, obscene or otherwise objectionable.

1.3. Account Security and Responsibility.

 You are solely responsible for maintaining the confidentiality and security of your email and password (“

”), or any other piece of information part of our security procedures. You will remain responsible for all use of your username and Login Credentials, and all activity emanating from your Account, whether or not such activity was authorized by or on behalf of you. You also agree not to share your Account and agree to notify BeatConnect immediately by using the details in the “Contact Us” section of these Terms of Use if you suspect any unauthorized use of your Account.

 You must be at least thirteen (13) years of age

in order to create an Account (or the minimum age of your country of residence). If you are thirteen (13) or older, but under the age of eighteen (18), or the legal age of majority where you reside if that jurisdiction has an older age of majority, you agree to review these Terms of Use and the Privacy Policy with your parent or guardian and that your parent or guardian understands and agrees to these Terms of Use and the Privacy Policy. As the parent or guardian of the minor over the age of thirteen (13), you agree to these Terms of Use and the Privacy Policy. You further agree to and accept full responsibility for that minor’s use of the Services, including all financial charges and legal liability that the minor may occur. 

1.5. Suspension or Termination of an Account.

 Your Account may be terminated either by you or by BeatConnect in accordance with Section 15. BeatConnect may at any time suspend or restrict access to the Services of your Account in accordance with Section 15. 

BeatConnect has the authority to modify or pause any part of its Services whenever it sees fit, for reasons such as legal compliance, User protection, or safeguarding its own reputation. This can happen at any time, for any reason, and BeatConnect may not notify you in advance, except when legally obligated. This action will not result in BeatConnect being liable to Users. 

When using the Services, BeatConnect may provide you with opportunities to acquire a limited license to access Virtual Content on your Account. The subsequent terms and conditions shall govern your use of the Virtual Content:

Notes are not a substitute for real currency, do not earn interest, and have no equivalent in real currency. Notes cannot be redeemed for any fiat currency, and except as provided for in these Terms of Use, BeatConnect is not obligated to exchange a User’s Note for anything else of value. 

 You may acquire Virtual Goods offered by BeatConnect on the Marketplace by acquiring it using (i) real currency (e.g., with a credit card) or (ii) Note. When you spend real currency or Note to acquire Virtual Goods through the Marketplace, the actual monetary instruments or Notes are collected through the Services and immediately deducted from your chosen payment method, such as credit card, prepaid payment card, promotional code, or other methods designated by BeatConnect (“

”), or the appropriate balance of your Virtual Wallet. 

In an effort to continuously improve the Services, to the fullest extent permitted under applicable laws, we reserve the right to modify, adjust, relocate, delete, repackage, reprice, or transfer any and all Virtual Content from the Services or your Account (“

”), either wholly or partially, at any time and without prior notice to you. BeatConnect shall not be liable to any User for any losses incurred due to such Virtual Content Management and BeatConnect is not required to refund any Note or other funds spent by a User on Virtual Content affected by Virtual Content Management, except where legally mandated. We may at any time regulate, control, modify and/or eliminate the Virtual Content as we see fit in our sole discretion.

 You have no ownership or other property interest in any of the Virtual Content, regardless of how you acquired access to it. BeatConnect and/or its licensors retains ownership of the Intellectual Property Rights in all Virtual Content. The licenses granted to you for the use of the Virtual Content does not confer you any rights, titles, or interests in the Virtual Content beyond the licenses explicitly provided in Section 2.5 and 2.6.

. BeatConnect is giving Users a personal, non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license to use Notes only in connection with Users’ use of the Services. 

 The Marketplace provides Users Virtual Goods for the creation of User Content. Virtual Goods cannot be redeemed for any fiat currency. When you acquire the Virtual Goods from the Marketplace, you are granted a worldwide, non-exclusive, royalty-free license to (i) use, employ, access, reproduce, adapt, synchronize, and generate derivative works from Virtual Goods as integral components of your User Content; and (ii) distribute, publicly display, publicly perform, make accessible, and otherwise communicate to the public via our Services or otherwise, the Virtual Goods as part of your User Content. You maintain ownership of the Intellectual Property Rights in all User Content created using the Virtual Goods, except that the Intellectual Property Rights in the Virtual Goods incorporated into the User Content continue to belong to BeatConnect.

 Users are expressly prohibited from utilizing, redistributing, or reselling Virtual Goods as standalone or isolated samples into sampler presets, loop libraries, sample packs disseminated, sound database, peer-to-peer network, file network, or any form of physical media or storage, or in any manner deemed inappropriate by BeatConnect in accordance with these Terms of Use and international law. 

 Users are granted a non-transferable single user license, thereby allowing only the User to use the Virtual Content in accordance with Section 2.6 and 2.7.

 User Content incorporating Virtual Goods that is made available through Sharing Functionalities might contain limitations requiring you to purchase Virtual Goods in order to download, access or otherwise use such User Content. 

 Only Users who have reached the age of majority in their jurisdiction or state of residence may engage in financial transactions on the Services, such as acquiring Virtual Goods.

 You agree to pay all fees and applicable taxes incurred by you or anyone using an Account registered to you. In accordance with Section 2.3, BeatConnect may revise the pricing for Virtual Goods offered through the Services at any time. BeatConnect reserves the right to introduce limited-time offers, discounts, promotions, rebates, coupons, and other special incentives at any moment. These special offers are subject to specific terms and conditions that will be outlined within each respective offer, if any.

 Upon purchasing Virtual Goods using real currency, you (or, when applicable, your legal guardian) hereby represent and warrant that you possess the legitimate authority to utilize the designated Payment Method chosen for the purchase. Moreover, you represent and warrant that there is sufficient credit or balance available on said Payment Method to fulfil the purchase in question. You further authorize BeatConnect to use any payment service provider, such as Stripe, for the sole purpose of processing payments made pursuant to these Terms of Use.

Except in cases of BeatConnect’s gross negligence or willful misconduct, or unless stated otherwise in these Terms of Use, you are accountable for any losses and charges incurred on your Account due to sharing your Login Credentials or failing to maintain the security of your Account and/or Login Credentials. Should you suspect unauthorized access or use of your Account, including your Payment Method, you are required to immediately inform BeatConnect by using the details in the “Contact Us” section of these Terms of Use. BeatConnect reserves the right, at its sole discretion, to suspend any Account associated with unauthorized charges or to limit an Account’s ability to purchase Virtual Content. 

 All fees published in the Services are exclusive of all taxes, levies, or duties imposed by governmental authorities. BeatConnect may collect taxes on behalf of governmental authorities in some jurisdictions. You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes that may apply on BeatConnect’s net income) now or hereafter claimed or imposed by any governmental authority associated with your use of the Services. Tax rates, if any, are based on the rates applicable at the time of the purchase. These amounts can change over time with local tax requirements in the User’s country, state, territory or even city. 

 Users are entitled to redeem Notes to acquire Virtual Goods. Some Virtual Goods may only be procurable by redeeming Notes exclusively. No age limitations are imposed on the redemption of Notes.

 ALL TRANSACTIONS OF VIRTUAL GOODS MADE THROUGH THE MARKETPLACE, WETHER WITH ACTUAL CURRENCY OR WITH NOTES, ARE FINAL AND NON-REFUNDABLE EXCEPT WHERE REQUIRED UNDER APPLICABLE LAW. YOU FURTHER ACKNOWLEDGE THAT YOU WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR UNUSED VIRTUAL CONTENT WHEN AN ACCOUNT IS TERMINATED, WHETHER SUCH TERMINATION WAS VOLUNTARY OR INVOLUNTARY.

. Through the Services, BeatConnect provides a service that allows for a prepaid balance through a Virtual Wallet which can be utilized exclusively for the acquisition of Virtual Goods or the earning of Notes. Access to the Virtual Wallet may necessitate the submission of registration information, including a specified Payment Method and associated billing address. BeatConnect may permit the deposition of prepaid funds into your Virtual Wallet through various Payment Methods. Promotional codes issued by BeatConnect as a Payment Method might be governed by additional terms and conditions pertinent to the promotion, offer, or coupon. By registering a Payment Method for the Virtual Wallet, you affirm to BeatConnect your authorized use of the Payment Method and authorize charges to it for adding funds to the Virtual Wallet or covering incurred fees. Should taxes apply to your Virtual Wallet usage, BeatConnect may charge these as well. Responsibility for all activities and transactions via your Virtual Wallet, inclusive of applicable taxes and purchases made by you or others through your Account, is your responsibility.

 FUNDS IN THE VIRTUAL WALLET ARE NOT RECOGNIZED AS PERSONAL PROPERTY RIGHTS AND HOLD NO VALUE BEYOND THE SERVICES. THESE FUNDS ARE NOT TRANSFERABLE AND DO NOT ACCUMULATE INTEREST. VIRTUAL WALLET FUNDS ARE NON-REFUNDABLE AND CANNOT BE EXCHANGED FOR CASH OR MONETARY VALUE FROM BEATCONNECT OR ANY ENTITY. UNCLAIMED VIRTUAL WALLET’S BALANCES MAY BE SURRENDERED TO THE APPROPRIATE AUTHORITY IN COMPLIANCE WITH APPLICABLE LAW.

 BeatConnect reserves the right, at its sole discretion, to suspend or terminate your Account if it is determined, upon investigation, that there was misuse of the Virtual Wallet, unauthorized transactions from another User’s Virtual Wallet, or involvement in fraudulent or illegal activities using the Virtual Wallet. 

5. CONTENT AND OWNERSHIP OF INTELLECTUAL PROPERTY

You retain all ownership and Intellectual Property Rights in and to User Content. You hereby grant to BeatConnect, a royalty-free, worldwide, non-exclusive, irrevocable, fully paid up, non-transferable right and license to use, copy, transmit, export, display, and (solely to the extent that reformatting User Content for display in the Services constitutes a modification, adaptation or derivative work) modify, create derivative works and adapt the User Content, together with the right to sublicense these rights to hosting, connectivity, and communication service providers as well as subcontractors solely in connection with operating, improving and providing the Services, and for the exercise and performance of BeatConnect’s rights and obligations hereunder (the “

”). BeatConnect may also collect and analyze data and other information relating to the provision, use and performance of the Services and related systems and technologies (including, without limitation, information concerning the User Content and its derivative data). During and after the use of the Services by the User, BeatConnect may use, copy, modify, adapt, translate, creative derivative works, distribute, and display such data and information, provided it is aggregated or de-identified (such data and information, “

”) for business purposes, including without limitation for developing, enhancing, and supporting the Services. For greater clarity, Aggregated Statistical Information will not contain any Personal Data.

you agree to grant to other Users a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to access, use, modify, reproduce, distribute, publicly display, publicly perform, adapt, synchronize, prepare derivative works of, compile, make available and otherwise communicate to the public your User Content (the “

”). The Content Sharing License is granted through the Sharing Functionalities of the Services.

 Users are expressly prohibited from distributing, publicly displaying, publicly performing, making available or otherwise communicating to the public the User Consent of another User accessed through the Content Sharing License without having first (i) made an objectively noteworthy artistic contribution to such User Content; and if applicable (ii) had the consent of the private studio in which the User Content is located. 

5.4. Ownership of other Users’ Content.

 Any User Content made available through the Services, excluding your own User Content, remains the property of the respective User and may be protected by Intellectual Property Rights. You are not granted any rights or permissions to use the User Content of another User, except as stated in these Terms of Use

 The Content License will be terminated within a commercially reasonable and practicable timeframe after you remove or delete your User Content from the Services or after your Account is terminated in accordance with Section 15. The Content Sharing Licenses granted by you are perpetual and irrevocable, and therefore will not terminate for User Content that you have shared within the Services through Sharing Functionalities.

You are solely responsible for all User Content Submitted through the Services and you agree not to use the Services or our Content in any manner that will or could infringe on any third party’s Intellectual Property Rights. BEATCONNECT NEITHER ENDORSES NOR ASSUMES ANY RESPONSIBILITY FOR USER CONTENT SHARED THROUGH THE SHARING FUNCTIONALITIES.

(a) your User Content Submitted through the Services (i) is an original creation of you in which you hold exclusive legal and beneficial ownership, along with all associated rights, titles, and interests in such User Content or (ii) you have secured all necessary rights, licenses, consents, and permissions required to use and authorize us and other Users to utilize your User Content in accordance with these Terms of Use;

(b) your User Content Submitted through the Services does not and will not infringe or violate the rights of any third party, including without limitation any Intellectual Property Rights, performers’ rights or rights of privacy or publicity;

(c) you have obtained any and all necessary consents, permissions and/or releases from any and all persons appearing in any User Content in order to include their name, voice, performance or likeness in any User Content and to publish the same on the Services; and 

(d) the storage, use or transmission of any User Content does not violate any law or these Terms of Use.

You agree not to Submit any User Content that:

(a) is unlawful, defamatory, abusive, pornographic, or otherwise obscene. Additionally, you agree not to Submit User Content or engage in activities that 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;

(b) infringes a third party’s Intellectual Property Rights, or which contains a third party’s Intellectual Property Rights, unless you have obtained a permission from the owner of the original content;

(d) violates any right of privacy, personal or proprietary right, or other common law or statutory right, or contravenes relevant local, national, and international laws and regulations.

 You agree that submission of Feedback by you to BeatConnect is non-confidential and will become BeatConnect’s sole property. You agree that submission of Feedback is at your own risk and that BeatConnect has no obligations with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to BeatConnect a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, for any purpose. 

You acknowledge and agree that BeatConnect and/or its licensors own all right, title and interest, including Intellectual Property Rights in and to (i) the Services and any Improvements thereto, and (ii) anything developed or delivered by BeatConnect under these Terms of Use, including any Improvement and Content. Except as stated in these Terms of Use, BeatConnect does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the Services and Content. All rights not explicitly granted to you are reserved by us. You acknowledge and agree that the Services and the Content are made available or licensed, not sold, and that except as expressly stated in these Terms of Use, you are not granted any rights to, under, or in, any Intellectual Property Rights (whether registered or unregistered), or any other rights or licenses in respect of the Services or our Content. All Content and Intellectual Property Rights contained therein are owned, controlled by, used, or licensed to BeatConnect, and are protected by any and all intellectual property rights laws. You shall not remove, alter or obscure any Intellectual Property Rights notices incorporated in or accompanying any Services and Content.

As part of our Services, we may provide you access to Content that is protected by our Intellectual Property Rights. This does not mean you gain ownership of this Content. We grant you a non-exclusive, revocable license to use the Content created by BeatConnect, but only within the scope of our Services and in line with the terms of the Terms of Use.

 Except as expressly provided in these Terms of Use, no part of BeatConnect’s Services, Contents, and Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any personal purpose whatsoever, without BeatConnect’s express prior written permission.

You agree that you are solely responsible for your conduct in connection with the Services. Any unauthorized use of the Services automatically terminates the licenses granted to you by BeatConnect pursuant to these Terms of Use. You agree to use the Services only for purposes that are legal, proper and in accordance with these Terms of Use and any applicable laws or regulations. By way of example, and not as a limitation, you may not (and will not attempt to), and may not allow any third party acting on your behalf to: 

(a) Sell, buy, share, trade or otherwise transfer or offer to transfer your Account (except as provided for in Section 19.4);

(b) copy, disassemble, reverse engineer, or decompile any part of the Services;

(c) modify, create derivative works based upon, or translate the Services;

(d) Removing, altering or concealing any copyright, trademark or other proprietary rights notice of BeatConnect contained within the Services;

(e) upload, post, transmit or otherwise make available through the Services any Content that infringes any trademark, copyright, right of publicity or other right of any person or entity;

(f) provide false or misleading information to BeatConnect;

(h) mislead to obtain other Users credentials and passwords;

(i) participate in any behavior or Submit any User Content that we, in our reasonable judgment, deem to be offensive or objectionable to other Users. This includes any form of communication or behavior that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, misogynistic, prejudiced, or racially, ethnically, or otherwise objectionable;

(j) use the Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates any applicable law or these Terms of Use;

(k) use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other Users from fully enjoying the Services, or that could damage, disable, overburden or impair the functioning of the Services;

(l) carry out any illegal activities in connection with or in any way related to your access to and use of the Services, including but not limited to money laundering and terrorist financing;

(m) develop, utilize, or disseminate any software that could damage, harm, or impair the Services;

(n) bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Services;

(o) attempt to circumvent any content-filtering techniques BeatConnect employs;

(p) use any robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by BeatConnect to access the Services, extract data or otherwise interfere with or modify the rendering of Services pages or functionality;

(q) bypass or ignore instructions that control all automated access to the Services; 

(r) deliberately engage in activities designed to adversely affect the performance of the Services;

(s) collect or harvest data from the Services that would allow you to contact individuals, companies, or other persons or entities, or use any such data to contact such entities; or

(t) use data collected from the Services for any direct marketing activity (including without limitation, email marketing, SMS marketing, telemarketing, and direct marketing).

If you engage in any of the activities prohibited by this section, we may, at our sole and absolute discretion, without notice to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your Account or delete your User Content.

BeatConnect may, but is not obligated to, monitor or review the Services and User Content at any time. Without limiting the foregoing, BeatConnect shall have the right, in its sole discretion, to remove any of your User Content for any reason (or no reason), including if such User Content violates these Terms of Use, infringes a third party’s rights (including Intellectual Property Rights) or any applicable law. If BeatConnect becomes aware of any possible violations by you of any provision of these Terms of Use, BeatConnect reserves the right to investigate such violations, and BeatConnect may, at its sole discretion, immediately suspend or terminate your use of or participation in the Services, delete or suspend your Account (in accordance with Section 15), or change, alter or remove your User Content, in whole or in part, without prior notice to you.

(a) The Services and Content may contain a description of anticipated future milestones (the “

”). We will endeavor to implement the milestones listed in the Roadmap. However, the Roadmap is merely suggestive and there are no guarantees that any or all milestones listed in the Roadmap will be fulfilled, nor are there any guarantees that such milestones will be accomplished within any timeframes listed. We may delay, defer, or choose not to implement certain milestones on the Roadmap, in our sole and absolute discretion and without any recourse to you. 

BeatConnect shall not disclose or use any Confidential Information provided by you for any purpose outside the scope of these Terms of Use, except with your prior written permission. BeatConnect agrees to protect the confidentiality of your Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care). If BeatConnect is compelled by law to disclose your Confidential Information, it shall provide you with prior notice of such compelled disclosure (to the extent legally permitted).

You agree to indemnify, defend, and hold harmless BeatConnect, its parents, subsidiaries, affiliates, shareholders, investors, directors, officers, employees, agents, partners, consultants, suppliers and licensors from any losses, costs, liabilities and expenses (including reasonable attorney’s fees) relating to or arising out of any and all of the following: (a) your User Content; (b) your use of, alleged use, or inability to use, any of the Services and Content; (c) your violation of these Terms of Use; (d) your actual or alleged violation  of any rights of another party, including any User, or any Intellectual Property Rights; or (e) your violation of any applicable laws, rules or regulations. BeatConnect reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with BeatConnect in asserting any available defenses. This provision does not require you to indemnify BeatConnect, its parents, subsidiaries, affiliates, shareholders, investors, directors, officers, employees, agents, partners, consultants, suppliers and licensors for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Services provided hereunder. You agree that the provisions in this section will survive any termination of these Terms of Use and/or your access to the Services and Content.

12. DISCLAIMER OF WARRANTIES AND CONDITIONS

 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE AND UNDERSTAND THAT YOUR USE OF THE SERVICES AND CONTENT IS AT YOUR SOLE RISK, AND THE SERVICES AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. BEATCONNECT EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ENJOYMENT ARISING FROM USE OF THE SERVICES. BEATCONNECT MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (4) YOUR ACCESS AND/OR USE OF ANY USER CONTENT AND/OR THE SERVICES WILL NOT INFRINGE THE RIGHTS OF ANY THIRD PARTIES, INCLUDING INTELLECTUAL PROPERTY RIGHTS OR (5) ANY ELEMENTS OF THE SERVICES DESIGNED TO PREVENT UNAUTHORIZED ACCESS, SHARING OR DOWNLOAD OF CONTENT WILL BE EFFECTIVE. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY INJURY OR DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATION AND OTHER DISRUPTIONS. BEATCONNECT MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BEATCONNECT OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. WE DO NOT HAVE ANY OBLIGATION TO MONITOR THE USE OF THE SERVICES BY USERS.

 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BEATCONNECT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOSS OF USE, DATA, GOODWILL, AND PROFITS, PROPERTY DAMAGE OR OTHER TANGIBLE OR INTANGIBLE LOSSES, INCLUDING ECONOMIC LOSS, ARISING OUT OF OR RELATED TO YOU OR YOUR INABILITY TO USE THE SERVICES OR CONTENT AND INTEGRATED THIRD-PARTY SERVICES, ESPECIALLY DUE TO REDUCTION OF AVAILABILITY, CANCELLATION OR MODIFICATION, HACKING ATTACKS, FAILURE, MALFUNCTION OR OCCURRENCE OF OTHER ERRORS IN THE OPERATION OF THE SERVICES OR INTEGRATED THIRD-PARTY SERVICES, EVEN IF BEATCONNECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS OF USE OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES, ON ANY THEORY OF LIABILITY, RESULTING FROM : (a) THE USE OR INABILITY TO USE THE SERVICES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF BEATCONNECT FOR ANY DAMAGES CAUSED BY BEATCONNECT’S FRAUD OR FRAUDULENT MISREPRESENTATION.

 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BEATCONNECT’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO BEATCONNECT FOR OR IN RELATION TO THE SERVICES IN THE TWELVE (12) MONTHS PERIOD PRECEDING THIS APPLICABLE CLAIM. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO BEATCONNECT FOR THE SERVICES, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM BEATCONNECT, REGARDLESS OF THE CAUSE OF ACTION.

 CERTAIN STATES, PROVINCES, COUNTRIES OR OTHER GOVERNMENTAL JURISDICTION DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

 THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN BEATCONNECT AND YOU.