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Conditions Générales 

IMPORTANT NOTICE:

THIS TERMS OF USE GOVERNS THE END-USER'S ACCESS TO AND USE OF THE SOFTWARE, CONTENT, INFORMATION, PRODUCTS AND/OR SERVICES CONTAINED IN THE COMPANY'S PLATFORM (THE "SERVICES"). BY USING OR OTHERWISE ACCESSING THE SERVICES PROVIDED BY THE COMPANY OR BY CONFIRMING THE ORDER AS PART OF THE DOWNLOADING OR ORDERING PROCESS, THE END-USER ("YOU", "END-USER") AGREES TO THIS TERMS OF USE WHICH WILL BIND IT AND ITS EMPLOYEES IF APPLICABLE. THIS TERMS OF USE FORMS PART OF THIS AGREEMENT BETWEEN THE END-USER AND THE COMPANY IN RELATION TO THE SERVICES. YOU SHOULD ENSURE THAT YOU CAREFULLY READ THESE TERMS.
IF YOU ARE ENTERING INTO THIS TERMS OF USE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS TERMS OF USE, IN WHICH CASE THE TERM END-USER SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS TERMS OF USE, YOU MAY NOT USE OR ACCESS THE SERVICES. IF YOU DO NOT INTEND TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS TERMS OF USE, DO NOT ACCESS OR OTHERWISE USE THE SERVICES AND DO NOT CLICK "ACCEPT" OR OTHERWISE ASSENT TO THIS TERMS OF USE.

1.Interpretation

1.1 The definitions and rules of interpretation in this Clause and in Clause 15.7 apply in this Terms of Use.
"Authorised Users", (i) where You are an entity other than an individual: those employees, agents and independent contractors of You and those employees, agents and independent contractors of End-user’s affiliate(s) and partners who are authorised by You to use or access the Services, and (ii) where You are an individual, You.
"Business Day", any day which is not a Saturday, Sunday or public holiday in Hong Kong;
"Company" means Transsnet Music Limited, a limited company with offices at Room 604, 6/F, South Tower, World Finance Centre, Harbour City, 17 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong
"Company Data", the information and data used in or in conjunction with the Software or Services that is proprietary of, or licensed by third parties to, the Company;
"Confidential Information", information that is proprietary or confidential and is either clearly labelled as such, identified as confidential information or any information that You ought reasonably regard to as confidential;
"Content", means data provided by You or the Authorised Users to the Company under this Terms of Use, including and without limitation music recordings, images, videos, metadata, names, photographs and likenesses, artwork images and biographical information as well as lyrics, text, etc;
"Consumer Stores", means digital services providers such as music download portals, music and video streaming services, mobile music platforms, digital (and terrestrial) radio stations and television networks, and mobile networks that enable the purchasing streaming or downloading of Content.
"Data Protection Legislation", all laws relating to the processing of Personal Data, privacy and information or data security including the European Union General Data Protection Regulation, "GDPR" and all applicable laws and regulations relating to the processing of personal data, including the opinions, guidance, advice, directors, order and codes of practice issued or approved by a data protection regulator in the European Economic Area;
"Deductions" means the deductions from the Income that is not retained by the Company, its authorised distributors, or its partners, including but not limited to money transfer costs, bank exchange costs and other deductions as may be applied from time to time;
"Fee" means the non-refundable fee You agree to pay the Company, its authorised distributors, or its partners, for providing the Services as referred to in Clause 6 below;
"Income" means income actually received by the Company from time to time on behalf of You from the Consumer Stores in respect of Content provided to the Consumer Stores deducting any fee, deduction or other charge levied by the Consumer Stores;
"Intellectual Property Rights", all intellectual property rights of whatever nature, including patents, copyright (present and future), trademarks, business names, trade names, domain names, rights in get-up, goodwill and the right to sue for passing of or unfair competition, rights in computer software, design rights, rights to inventions, database rights, rights in performances, (whether or not any of these is registered and including any applications for registration of any such rights), rights to preserve the confidentiality of information (including trade secrets and know-how) and any other intellectual property rights and including all applications, or rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world;
"Net Income" means the Income deducting the Fees and Deductions;
"Services", the services provided pursuant to this Terms of Use, as more particularly described on the Company website, and including the Company Data;
"Software", any software provided or used by the Company in the provision of the Services;
"Start Date", when You clicks "Accept";
"Streaming Manipulation", any activity and/or method which involves the artificial creation, by human or non-human means, of online or offline plays on audio and/or audio-visual streaming services, where such plays do not represent bona fide end-user listening and/or views initiated by genuine consumers and taking place in the reporting country. Streaming Manipulation may involve or include, but is not limited to, increasing, generating or manipulating play counts, sales, follow counts, engagement activity, or other key metrics used by the Services and/or any Consumer Store, through the use of (A) bots, scripts, viruses, worms or any other computer codes, files, programs or automated processes; and/or (B) click-farms, troll-farms, inauthentic accounts, shared account information, or virtual private networks. Streaming Manipulation can be the result of activities undertaken with respect to either individual or groups of Recordings in order to artificially improve chart positioning, increase market share, increase royalty or other payments, or for any other fraudulent or dishonest purposes. For the avoidance of doubt, any Streaming Manipulation done by a third party on Your behalf or that relates to Your Recordings is a violation of these Terms of Service. The factors used to determine whether any particular consumption or marketing activity is Streaming Manipulation will vary according to the specific circumstances of each case and the examples and descriptions of Streaming Manipulation set forth herein are not intended to be exhaustive. Certain Consumer Stores that use your Recordings may also have policies related to fraud and suspected fraudulent activities and you agree that it is your responsibility to become aware of and follow such policies, and such policies shall be binding upon You hereunder.
"Virus", anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices.
"Artificial Intelligence", the use of machines/computers, aided by online and/or offline tools, that learn from experience, adjust to new inputs and perform human-like tasks for the purpose of creating and/or distributing music.
"Artificial Music Generator", Artificial Intelligence music composer that creates original and/or personalized music and/or creates variations of existing music.
"Robotic Means", machines/computers capable of performing human functions required in the creation and/or distributing of musical works.

2. Services

2.1 The Company will provide You with use of and access to the Services in accordance with the terms of this Terms of Use.
2.2 In relation to the Authorised Users, You undertake that each Authorised User shall keep a secure and confidential password for his use of the Services and that each Authorised User shall comply with good industry practice in respect of password security.
2.3 You shall not knowingly access, store, distribute or transmit any Viruses, or any material, data or Content during the course of its use of the Services that, in the sole opinion of the Company:
2.3.1 Is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive;
2.3.2 violates or infringes any Intellectual Property Rights or other rights of third parties;
2.3.3 facilitates illegal activity;
2.3.4 depicts obscenity content;
2.3.5 promotes unlawful violence;
2.3.6 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
2.3.7 causes damage or injury to any person or property,
and the Company reserves the right, without liability to You, to disable Your access to any material that breaches the provisions of this Clause 2.3.
2.4. You shall not and shall ensure that the Authorised Users do not:
2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by Terms of Use:
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software or Services (as applicable) in any form or media or by any means including any part of the Company Data, the data models or screens, and any data that has been entered by the Company or one of its agents; or
(b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
i.access all or any part of the Services or Software in order to build a product or service which competes with the Software and/or the Services;
ii.license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software or the Services available to any third party except the Authorised Users;
iii.attempt to obtain, or assist third parties in obtaining, access to the Software or the Services other than as provided under this Terms of Use;
2.5. You shall not, and shall ensure that the Authorised Users do not, do any of the following while using or accessing the Services or the Software:
2.5.1. disable, hack, circumvent or otherwise interfere with security related features of the Software or the Services;
2.5.2. use any metadata, meta tags or other hidden text utilising the Company name, Intellectual Property Rights, URL or product name;
2.5.3. upload, submit, post, email or otherwise transmit any unsolicited or unauthorised advertising, promotional materials, junk mail, spam, chain letters, so-called pyramid schemes or any other form of solicitation;
2.5.4. forge any TCP/IP packet header or any part of the header information in any posting or in any way use the Services or the Software to send altered, deceptive or false source-identifying information;
2.5.5. attempt to scan, probe or test the vulnerability of any Company system or network or breach, impair or circumvent any security or authentication measures protecting and providing security for the Services or the Software;
2.5.6. collect or store Personal Data about any third party except in accordance with the Data Protection Legislation; or
2.5.7. misrepresent or impersonate its affiliate with any person or entity, through pretext or some other form of social engineering or otherwise commit fraud.
2.6. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify the Company.
2.7. The Company may amend the Services in its sole and absolute discretion from time to time on notice to the End- user.

3. Content

3.1 You shall submit all Content at its sole expense in the format(s) required by the Company or the Consumer Stores. Technical descriptions of such format(s) will be provided to You on request. In the event that Content is provided by You in the incorrect format, You shall be liable to pay any resubmission or similar fees levied by the Consumer Stores in respect of any such Content provided by the Company to the Consumer Stores.
3.2 You hereby grants to the Company, during the term of this Terms of Use and for a reasonable period thereafter, a non-exclusive, royalty-free, irrevocable and worldwide licence (including without limitation the right to sub-license all of these rights) to:
3.2.1 use the Content to provide the Services;
3.2.2 sell, copy, display, distribute and otherwise exploit the Content by all means and media (whether now known or existing in the future) through any and all Consumer Stores or the Company website (including for permanent download by End-users);
3.2.3 supplement any artwork provided for use with the Services;
3.2.4 make and perform clips of any Content of up to thirty (30) seconds in length via streaming or download free of charge, for the purposes of promotion of the Content, the relevant artists or the Services;
3.2.5 to use the Content in connection with the Company's business purposes; and
3.2.6 collect all income deriving from the activities specified in this clause 3.2.
3.3 The Company shall make the Content available ‘as is’ through the Services and shall not be liable for any reliance placed by You or any third party on the Services, Software or Content.
3.4 The Company engages the services of third party providers who also provide back-up services for data stored in or entered into the Software, including Content. In the event of any loss or damage to Content, You's sole and exclusive remedy shall be for the Company to use reasonable commercial endeavours to have its service providers restore the lost or damaged Content from the latest back-up of such Content maintained in accordance with the archiving procedure described in the relevant back up policies. The Company shall not be responsible f or any loss, destruction, alteration or disclosure of Content caused by any third party (except those third parties sub-contracted by the Company to perform services related to Content maintenance and back-up or the Company's duly authorised contractors or agents).
3.5 You warrant and represents that:
3.5.1 It has the authority to enter into this Terms of Use;
3.5.2 It is the owner or licensee of the Content, including the sound recording right and publishing right (if applicable), and is permitted to provide the rights to the Content as specified in this Terms of Use to the Company and the Consumer Stores; and
3.5.3 the use and exploitation by the Company or any of the Consumer Stores of Content as contemplated by this Terms of Use shall not infringe the Intellectual Property Rights of any third party.
3.6 For clarity, You shall be solely responsible for obtaining and paying for any licences from the owners of any Intellectual Property Rights in Content, including sound recording right and publishing right (if applicable), required in connection with the use or exploitation of Content by the Company or the Consumer Stores as contemplated in this Terms of Use.
3.7 You acknowledge that in providing the Services and payments hereunder, the Company will be required to enter into certain agreements with various Consumer Stores. The selection of these Consumer Stores shall be within the sole discretion of the Company.
3.8 Nothing in this Agreement shall require the Company, and the Company does not guarantee, that it will use or exploit any Content or upload it to any Consumer Stores.
3.9. Not to use Artificial Intelligence, Artificial Music Generator, or any other artificial and or robotic means.

4.Third Party Providers

You acknowledge that the Services may enable or assist it to access third party software and/or application programming interfaces and the website content of, correspond with, and purchase products and services from, third parties via third-party websites, software and application programming interfaces, and that it does so solely at its own risk. The Company makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website or application programming interfaces, or any transactions completed, and any contract entered into by You, with any such third party. Any contract entered into and any transaction completed via any third-party website or application programming interfaces is between You and the relevant third party, and not the Company. The Company recommends that You refers to the third party's website or application programming interface terms and conditions and privacy policy prior to using the relevant third-party website or application programming interface. The Company does not endorse or approve any third-party website or application programming interface nor the content of any of the third-party website made available via the Services.

5. The Company's Obligations

5.1 The Company warrants that the Services and any Software: (i) will be performed in accordance with reasonable skill and care, and (ii) does not infringe any third-party Intellectual Property Rights.
5.2 The warranty at Clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Company's instructions, or modification or alteration of the Services or the Software by any party other than the Company or the Company's duly authorised contractors or agents. If the Services or the Software do not conform with the warranty at Clause 6.1 above, the Company will, at its expense: (i) use reasonable commercial endeavours to correct any such non-conformance promptly, or provide You with an alternative means of accomplishing the desired performance; or (ii) re-perform the relevant Services (as applicable). Such correction, substitution or re-performance constitutes Your sole and exclusive remedy for any breach of the warranty set out in Clause 6.1. Notwithstanding the foregoing, the Company:
5.2.1. does not warrant that Your use of the Services or the Software will be uninterrupted or error-free, nor that the Software or the information obtained by You through the Services will meet Your requirements; and
5.2.2.is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and You acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. The Company shall use commercially reasonable endeavours to prevent and/or minimise any such delays or loss of data resulting from the transfer of data over communications networks and facilities to the extent that such matters are within the Company’s control.

6.Payments

6.1 By using the Service, You shall pay to Us the Fees corresponding to the Services contracted, which can be found at any time in the "Payment-Subscription Plans" section of your Account. The abovementioned Service Fees, sales commission percentage and the minimum payment threshold for You are listed in the Platform, in the "Payment-Subscription Plans" section.
6.2 All payments and associated claims: (i) will be made through the corresponding "Payment-Payout" section of the Platform; (ii) will be made in the currency stated by Us; and (iii) will be payable via PayPal transfer to the account designated by You. If any authority imposes a duty, tax, levy, or fee, You agree to pay that amount or supply exemption documentation. For the avoidance of doubt, such payment is non-refundable.
6.3 Payment of royalty under these Terms of Use shall be made once a month, within days from receipt of an out-payment request from you, provided always that the due amount exceeds the corresponding minimum payment threshold for the relevant requested payout. Nonetheless, You authorize Us to withhold any payment during an additional period of twenty-four (24) months in the event the Company deem that such payment contains incomes or fees totally or partially generated fraudulently or contravening these Terms of Use or the Anti-Fraud Policy. Any payment You receive from Us will be subject to all and any applicable taxes (including VAT, withholding taxes, etc.).
6.4. If any Digital Music Service deducts any amount due to any passed contingency, overpayment or conclusion in relation to Your Content or an investigation by Us reasonably demonstrates that any of Your fees for any prior month should have been lesser, The Company may, at the conclusion of such investigation and at our sole discretion, provide a revised sales report for the applicable month(s) and deduct the corresponding amount from future payments, what You acknowledge and accept.
6.5 Therefore, You expressly and irrevocably authorize Us to collect all incomes from the exploitation of Your Content through the Platform, including but not limited to author rights, performing rights, publishing rights and sound recording rights, any levy established by law for private copies, or for any other concept, without limitation. For this purpose, The Company may ask you to sign a specific authorization letter as solicited by the corresponding Performing Right Organization, which You undertake to provide as soon as requested by Us.
6.6 The Company will make any corresponding invoices and receipts, including mandatory taxes, available to You according to the applicable regulations.
6.7 The Company reserve the right to change in the future the Service price, the sales commission percentage or the minimum payment threshold, in which case the new terms will be notified to You not less than thirty (30) days prior to the effective date and will be applicable to future incomes.
6.8 The Company may decide not to charge you initially for the use of the Service and any optional service, however, You authorize Us to deduct the corresponding amounts from your future payments.
6.9 In the event that after one year from the start of the relationship, You have distributed Your Content on credit, without having generated enough sales to pay back the outstanding balance, the Company reserve the right to request the payment of the outstanding balance.
6.10 The Company shall not be responsible for the payment of any income tax or corporation tax or comparable taxes levied on You or the Company in respect of the Net Income or Income. If any withholding tax is incurred under income tax or corporation tax enforced anywhere, the Company shall be entitled to deduct the statutory amount of withholding tax from the payments due to You.
6.11 The Company (on its own behalf or, where applicable, on behalf of its authorised distributors or partners) shall be entitled to deduct the Fee, taxes, sale commission from any Income prior to applying the Net Income to Your account.
6.12 To the extent that You elects to use Content to distribute free to any third parties (by whatever means), You agrees that it will be solely responsible for any fees or charges levied by Consumer Stores or taxes in respect of such distribution.
6.13 In the event that the Company determines, in its sole discretion, that Your account has been subject to and / or involved in fraudulent or infringing activities, the Company reserves the right to discontinue the application of Net Income to Your account and block You's ability to otherwise withdraw funds therefrom until resolution of the suspect activities to the satisfaction of the Company. The End- user agrees that any Net Income obtained as a result of Your fraud or infringement of third party Intellectual Property Rights shall be forfeited to the Company. Certain Consumer Stores may also have policies related to fraud and suspected fraudulent activities and You agrees that it is its responsibility to investigate such policies and such policies shall be binding on You hereunder.
6.14 To the extent that any Net Income applied to Your account bears any interest prior to the withdrawal by You of such Net Income, You agrees that it will not receive interest or other earnings on the Net Income. In consideration for Your use of the Services, You transfers and assigns to the Company any ownership rights You may have in any interest or other earning that may accrue on Net Income prior to its withdrawal by You.

7. End-User's Obligations

7.1 You shall:
7.1.1. provide the Company with all necessary:
a.co-operation in relation to this Terms of Use; and
b.access to such information as may be required by the Company,
in order to render the Services and other Company services as may be available from time to time and in relation to security and configuration services;
7.1.2. comply with all applicable laws and regulations with respect to its activities under this Terms of Use;
7.1.3. carry out all other End-user responsibilities set out in this Terms of Use in a timely and efficient manner. In the event of any delays in Your provision of such assistance as agreed by the parties, the Company may adjust any agreed timetable or delivery schedule as reasonably necessary;
7.1.4. ensure that the Authorised Users use the Services in accordance with the terms and conditions of this Terms of Use and shall be responsible for any Authorised User's breach of this Terms of Use;
7.1.5. obtain and maintain all necessary licences (including sound recording right and publishing right, if applicable), consents, and permissions necessary for the Company, its contractors and agents to perform their obligations under this Terms of Use;
7.1.6. ensure that its network, systems and devices comply with the relevant specifications provided by the Company from time to time and with good industry practice; and
7.1.7. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Company's systems, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet.
7.1.8 not engage in (or to permit, encourage, enlist, retain, or employ third parties to engage in), activities that, in Company’s sole discretion, constitute Streaming Manipulation. In the event that Company has, in its good faith discretion, reason to suspect that your account or Recordings have been subjected to, involved in, or generated revenue from: violating the Terms of Service; fraud; infringement of copyright, trademark, right of publicity or any other intellectual property right; failure to comply with any third-party license requirement; or Streaming Manipulation (collectively, "Improper Conduct"), Company reserves the right to (i) discontinue the posting of income, including any Net Income or other payments to your account, (ii) block Your ability to otherwise withdraw funds therefrom until resolution of the suspect activities to the satisfaction of Company is obtained, and (iii) remove any or all of your Recordings from any or all Consumer Stores. You further agree that such revenues will be forfeited by you if Company determines, in its good faith discretion, that your account or Recordings have been subjected to, involved in, or generated revenue from Improper Conduct.

8. Proprietary Rights

8.1 You acknowledges and agrees that the Company and/or its licensors own all Intellectual Property Rights in the Software and the Services. Except as expressly stated herein, this Terms of Use does not grant You any rights to, or in, any Intellectual Property Rights.
8.2 You shall ensure that all titles, logos, trademarks, copyright and other notices applied by the Company to the Software or any materials provided or produced by the Company or the Software in connection with this Terms of Use shall be reproduced and not deleted or removed.

9. Confidentiality

9.1 You may be given access to Confidential Information from the Company in the course of the provision of the Services under this Terms of Use. The Company's Confidential Information shall not be deemed to include information that:
9.1.1.is or becomes publicly known other than through any act or omission of You;
9.1.2.was in Your lawful possession before the disclosure;
9.1.3.is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
9.1.4.is independently developed by You, which independent development can be shown by written evidence; or
9.1.5.is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
9.2 You shall hold the Company's Confidential Information in confidence and, unless required by law, not make such Confidential Information available to any third party, or use the Company's Confidential Information for any purpose other than the implementation of this Terms of Use.
9.3 You shall take all reasonable steps to ensure that the Company's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Terms of Use.
9.4 You acknowledges that details of the Software and the Services constitute the Company’s Confidential Information.
9.5 This Clause 10 shall survive expiry or termination of this Terms of Use, however arising.

10. Indemnity

10.1 You shall defend, indemnify on demand and hold harmless the Company and its authorised distributors or partners against any and all claims, actions, proceedings, losses, damages, fees expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with: (i) Your and its Authorised Users' use of the Services otherwise than as permitted under this Terms of Use, or (ii) any claim by any third party that the use or exploitation of Content by the Company or any of the Consumer Stores infringes a third party's Intellectual Property Rights or other rights.

11. Limitation of Liability

11.1 Except as expressly and specifically provided in this Terms of Use:
11.1.1.You assumes sole responsibility for results obtained from the use of the Services by You, and for conclusions drawn from such use. the Company shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Company by You in connection with the Services, or any actions taken by the Company at Your direction;
11.1.2.all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law (with respect to the Services or otherwise) are, to the fullest extent permitted by applicable law, excluded from this Terms of Use; and
11.1.3.the Services are provided to You on an "as is" basis.
11.2 Nothing in this Terms of Use shall limit or exclude the liability of either party for a matter in respect of which it would be unlawful to exclude or limit liability.
11.3 Subject to 11.2:
11.3.1.NEITHER THE COMPANY NOR ITS AUTHORISED DISTRIBUTORS OR PARTNERS SHALL BE LIABLE TO YOU WHETHER IN TORT (INCLUDING FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), CONTRACT, MISREPRESENTATION, RESTITUTION OR OTHERWISE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, DEPLETION OF GOODWILL AND/OR SIMILAR LOSSES OR LOSS OR CORRUPTION OF DATA OR INFORMATION, OR PURE ECONOMIC LOSS, OR FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES HOWEVER ARISING UNDER THIS TERMS OF USE.
11.3.2.THE COMPANY'S TOTAL AGGREGATE LIABILITY (AND THAT OF ITS AUTHORISED DISTRIBUTORS OR PARTNERS) IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION, RESTITUTION OR OTHERWISE, ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THIS TERMS OF USE SHALL BE LIMITED TO THE TOTAL AMOUNT OF THE FEES RECEIVED BY THE COMPANY PURSUANT TO THIS TERMS OF USE DURING THE 6 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.
11.4 For the purposes of Clause 11.3, the Company is acting on its own behalf and as an agent for and on behalf of its authorised distributors and partners, and accordingly the Company may enforce and rely on Clause 11.3 on its own behalf and/or in its capacity as agent of its authorised distributors and partners.

12. Term & Termination

12.1 The duration of our contractual relationship is initially undetermined. It shall begin when registering at the Platform and upon the explicit acceptance of these Terms of Use, and You or Us may elect to terminate the Service at any time by providing notice, in accordance with these Terms of Use, of thirty (30) days from the termination date.
In the event of termination, You must pay all outstanding amounts to Us in a maximum period of five (5) days from the notification date or the Company will transfer to you any positive balance, whichever is the case. Prior to requesting the termination, You must remove the Content from the DMSs using the "Takedown" functionality that is available to you within the Platform. Moreover, in the event of termination, You authorize Us suspend your account, block your access to your account and delete all the files and information uploaded by You to the Platform. The termination shall not affect the accrued rights and obligations of the parties at the date of termination.
12.2 Additionally, the Company may terminate our relationship and the Service:
In the event You breach any term or condition established by Us (here or in any other document accepted by You) and You fail to remedy such breach within two (2) days of the date of notice from Us;
In case the outstanding balance is not paid, the Company will have the right to terminate the relationship and cease the Service.
If You become the subject of any proceeding related to your liquidation or insolvency (whether voluntary or involuntary) which is not dismissed within sixty (60) calendar days;
If You infringe our Intellectual Property Rights.
If You infringe our Anti-Fraud Policy.
In case you commit any unlawful activity using the Platform or the Service.
12.3 In all cases, all costs due for any Service provided by Us until the termination date, must be duly paid by You.
12.4 The Company will not be liable to You for damages of any kind because of the termination of our relationship in accordance with these Terms of Use. Our respective rights and obligations contained in sections that by their nature are intended to survive, will survive the termination of this relationship.
Regardless the termination of the Service, You and the Company agree to maintain in force those contracts signed by Us with third parties before receiving the notification of termination in the event the contracts with such third parties would be still in force.
12.5 On termination of this Terms of Use for any reason:
12.5.1. all licenses granted under this Terms of Use (subject to Clause 3.2) shall immediately terminate;
12.5.2. You shall return and make no further use of any Software, property, documentation and other items (and all copies of them) belonging to the other party;
12.5.3. the Company may destroy or otherwise dispose of any of Content in its possession unless the Company receives, no later than thirty (30) days after the effective date of the termination of this Terms of Use, a written request for the delivery to You of the then most recent back-up of Content. The Company shall use reasonable commercial endeavours to make available the back-up to You within 30 days of its receipt of such a written request, provided that You has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by the Company in returning or disposing of Content; and
12.5.4. the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

13. Force Majeure

The Company shall have no liability to You under this Terms of Use if it is prevented from or delayed in performing its obligations under this Terms of Use, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that You is notified of such an event and its expected duration.

14. General

14.1. You shall not, without the prior written consent of the Company assign, sub-License, delegate or transfer this Terms of Use or any of its rights under this Terms of Use to any other person, firm or company.
14.2. Failure or neglect by the Company to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of the Company's rights pursuant to this Terms of Use nor in any way affect the validity of the whole or any part of this Terms of Use nor prejudice the Company's rights to take subsequent action.
14.3. In the event that any or any part of the terms, conditions or provisions contained in this Terms of Use or any Schedule hereto shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent such term, condition or provision shall to that extent be severed from the remaining terms and conditions which shall continue to be valid and enforceable to the fullest extent permitted by law.

15. Law & Jurisdiction

This Terms of Use shall be governed by and construed in accordance with the laws of Hong Kong and the parties agree that any dispute relating to its terms or subject matter shall be subject to the exclusive jurisdiction of the Hong Kong courts.

16. Interpretation

In this Terms of Use (except where the context otherwise requires): (a) any reference to a Clause or Schedule (if any) is to the relevant Clause or Schedule of or to this Terms of Use; (b) the Clause headings are included for convenience only and shall not affect the interpretation of this Terms of Use; (c) use of the singular includes the plural and vice versa; (d) use of any gender includes the other genders; (e) any reference to "persons" includes individuals, firms, partnerships, companies, corporations, associations, organisations, foundations and trusts (in each case whether or not having separate legal personality); (f) any reference in this Terms of Use to any statute, statutory provision, subordinate legislation, code or guideline ("legislation") shall be construed as referring to such legislation as the same may from time to time be amended, modified, extended, varied, superseded, replaced, substituted or consolidated; (g) any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. The Schedules form part of this Terms of Use and shall have effect as if set out in full in the body of this Terms of Use and any references to this Terms of Use includes the Schedules.

Politique de confidentialité

EFFECTIVE AS OF APRIL 1, 2021

Welcome to Afrotunes.
Afrotunes is provided or controlled by TRANSSNET MUSIC LIMITED (hereinafter "TML", "we" or "us")
We are committed to protecting and respecting your privacy.
This Privacy Policy (hereinafter the "Policy") sets out the basis on which any personal data we collect from you, or that you provide to us, will be processed by us. Please read the following carefully to understand our views and practices regarding your personal data and how we will treat it. By accessing or using our website, software, services, applications, products and content offered via Afrotunes (collectively, the "Services"), you are accepting and consenting to the practices described in this Policy.

The Types of Personal Data We Collect and Use

We may collect and use the following information about you:
Information you share with us. The data we collect when you use Afrotunes may include without limitation full name, email address, mailing address, phone number, IP address, browser information, password, contact information, credit card or bank account information, transactional information based on your activities on the Website, and media consumed on the Website including, but not limited to, media viewed, played, downloaded, uploaded, and shared. In addition, all the information when you enter into your Afrotunes Account is information that you provide to us. You can choose not to provide us with certain information, but then you may not be able to take advantage of many of our special features. . Information you share with us will remain publicly-available for so long as you or a user that has shared such information retains it.
Information you share from your social networks. If you choose to link Afrotunes to your social network or public forum account (including without limitation Facebook, Twitter or Google account), you may provide us or allow your social network to provide us with information from your social network or public forum accounts. This data may include your use of Afrotunes on such public forums and/or social networks. For further information as to how and for what purpose the social network provider processes your data, please see their privacy policies.
Information on your device. We automatically collect certain data from you, including IP address or other unique device identifiers such as Google advertising ID, Android ID,  Identifier for Advertising, Cookies (as defined below), mobile carrier, time zone and locale setting, operating system and platform, hardware and software versions, battery level, signal strength, available storage space, browser type, app and file names and types, Bluetooth signals, International Mobile Equipment Identity, International Mobile Subscriber Identity, data from device settings: information you allow us to receive through device settings you turn on, such as access to your GPS location, photos, videos and voice recordings and such other information on your device. Any automated decision-making, including profiling, based on the data automatically collected from you, will solely be used in optimizing the Services and tailoring it to your preferences.
Location data. We may collect and process information about your location, including location information based on your SIM card, IP address or mobile device location settings, and if activated on your mobile device, by use of a Global Positioning System (GPS). We may use such information to provide you with location-based services, such as features, notifications, marketing, or other content that is influenced by your location. If you do not wish to share your GPS location with us, you can switch off GPS functionality on your mobile device.
Metadata. When you upload music, images, text and audio via Afrotunes , you automatically upload certain metadata that is connected to the content, including audio files, track/album title, artwork, artist name, name of songwriter(s), name of other contributors (if applicable), information on whether You are a label, artist, manager or producer, etc. In essence, metadata describes other data and provides information about your content that will not always be evident to the viewer. In connection with your content the metadata can describe how, when and by whom the piece of content was collected and how that content is formatted. It further includes information such as your account name that enables other users to trace back the content to your user account. Metadata will further consist of additional data that you chose to provide with the content, e.g. any hashtags used to mark keywords to the comments.
Information from third parties. We may receive information if you use any of the other websites we operate or other Services we provide. We may also receive information from third parties and from other sources, including business directories and other commercially or publicly available sources.
Third-party Services. If you an Afrotunes services to connect to a third-party service, such as Facebook, Google, Instagram, Whatsapp or Email, we may collect information from such third-party service, including without limitation your third-party service user name, gender, profile image, birthday and third-party service contact list.

Cookies

We use cookies and other similar technologies (e.g. web beacons, Flash cookies, App cache, etc.) ("Cookies") to enhance your experience using Afrotunes. Cookies are small files which, when placed on your device, enable us to provide certain features and functionality.
We use the following Cookies:
Strictly necessary Cookies. These are Cookies that are required for the operation of Afrotunes and to keep your account and data safe and secure. They include, for example, Cookies that enable you to log into secure areas of Afrotunes.
Analytical/performance Cookies. They allow us to recognize and count the number of visitors and to see how visitors move around Afrotunes when they are using it. This helps us to improve the way Afrotunes works, for example, by ensuring that users are able to find what they are looking for easily.
Functionality Cookies. These are used to recognize you when you return to Afrotunes. This enables us to personalize our content for you, greet you by name and remember your preferences (for example, your choice of language or region).
Targeting Cookies. These Cookies record your visit to Afrotunes, the pages you have visited and the links you have followed. We will use this information to make Afrotunes and the advertising displayed on it more relevant to your interests. We may also share this information with third parties for this purpose.
If for any reason you wish to not take advantage of Cookies, you may disable Cookies by changing the settings on your browser. However, if you do so, this will affect your enjoyment of Afrotunes and we will no longer be able to offer to you personalized content. Unless you opt out of Cookies, we will assume you consent to the use of Cookies.
"Do not track" signals are preferences that users can set on their web browser to limit how their activity is tracked across third-party websites or online services. Afrotunes does not respond to "do not track" signals in your web browser.

Analytics Information

On Afrotunes, we use third-party analytics tools to help us measure traffic and usage trends for the Services. Traffic refers to the different data flows surrounding activities of the users on the Services. These tools, for example, collect information sent by your device or our Services, including the pages you visit, add-ons, and other information that assists us in improving the Service. The information will be used to report and evaluate your activities and patterns as a user of Afrotunes to provide services in accordance with these activities.

How We Use Your Personal Data

We will use the information we collect about you in the following ways:
To administer Afrotunes (i.e. to provide our Services to you) and for internal operations, including troubleshooting, data analysis, testing, research, statistical and survey purposes (i.e. to guarantee Afrotunes’s stability and security) and to solicit your feedback;
To improve and develop Afrotunes and conduct product development;
To measure and understand the effectiveness of our recommendation and service we offer to you and others;
To provide you with tailored services based on the country settings you have chosen, such as recommendations and other content that is related to the country settings;
To make suggestions and recommendations to you and other users of Afrotunes about goods or services that will interest you or them;
To allow other users to identify you as a user of the Service and to support the socializing function of the Services;
To make your information available to other users in accordance with the privacy settings you chose for the respective information;
To enable our messenger service to function;
To verify accounts and activity, combat harmful conduct, detect and prevent spam and other bad experiences, maintain the integrity of Afrotunes, and promote safety and security on and off of Afrotunes;
To notify you about changes to our Services;
To communicate with you;
To provide you with user support;
To enforce our terms, conditions and policies;
For any other specific reason provided to you at the time we collect your information.
It is in our legitimate interest to promote the Services, and we may use information that you give to us, such as content that you choose to Post on or through the Services, as part of our advertising and marketing campaigns to promote the Services.

How We Share Your Personal Data

We may share your personal data with selected third parties in or outside your country, including without limitation:
Our business partners so that we can make you special offers via Afrotunes;
With respect to on-screen ads, advertisers and advertising networks that require the data to select and serve advertisements to you and others. Without your consent, we will not share your contact details to our business partners to avoid direct contact from them, but we may share other information so that they can make you offers tailored to your requirements;
Cloud storage providers to store the information you provide and for disaster recovery services, as well as for the performance of any contract we have entered into with you;
Analytics and search engine providers that assist us in the improvement and optimization of Afrotunes.
IT service providers that help develop, maintain, secure and optimize the Afrotunes framework;
Our data center and the servers of our host providers.
We may share your information with any member or affiliate of our group, which includes our subsidiaries, our ultimate holding company and its subsidiaries, and companies that we control, are controlled by or under common control, and our service providers and strategic business partners, and their respective subsidiaries, in each case in or outside your country, for the purposes set out above ("How We Use Your Personal Data").
We may share your information with law enforcement agencies, public or tax authorities or other organizations if legally required to do so, or if we have a good faith belief that such use is reasonably necessary to:
Comply with a legal obligation, process or request (including tax and related reporting requirements);
Enforce our Terms of Use and other agreements, policies, and standards, including investigation of any potential violation thereof;
Detect, prevent or otherwise address security, fraud or technical issues;
Protect the rights, property or safety of us, our users, a third party or the public as required or permitted by law (including exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction).
We may also disclose your information to third parties:
In the event that we sell or buy any business or assets, in which case we may disclose your data to the prospective seller or buyer of such business or assets; or
If we sell, buy, merge or partner with other companies or businesses, or sell some or all of our assets. In such transactions, user information may be among the transferred assets. In any such cases, the third-party company or business will adhere to the provisions of this Privacy Policy and where it will result in a change in any of the provisions herein, such changes will be communicated to you and you will be given the chance to consent or opt out at your discretion.

The Security of Your Personal Data

We take steps to ensure that your information is treated securely and in accordance with this policy. Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your information, for example, by encryption, we cannot guarantee the security of your information transmitted through Afrotunes; thus, any transmission is at your own risk.
We have put in place appropriate technical and organizational measures to ensure a level of security appropriate to the risk of varying likelihood and severity for the rights and freedoms of you and other users. We maintain these technical and organizational measures and will amend them from time to time to improve the overall security of our systems.
We will, from time to time, include links to and from the websites of our partner networks, advertisers and affiliates. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any information to these websites.

Data Retention

We use the following criteria to determine the period for which we will keep your information:
Our contractual obligations and rights in relation to the information involved;
Legal obligation(s) under applicable law(s) and regulations to retain data for a certain period of time;
Statute of limitations under applicable law(s);
Our legitimate business purposes;
Disputes or potential disputes.
After you have terminated your use of our Services, we can store your information in an aggregated and anonymized format. Notwithstanding the foregoing, we can also retain any personal information as reasonably necessary to comply with our legal obligations, allow us to resolve and litigate disputes, and to enforce our agreements.

Information Relating to Children

The Services are not offered to children whose age makes it illegal to process their personal data or requires parental consent for the processing of their personal data under any applicable laws.
We do not knowingly collect personal data from children under 13 years or under the applicable age limit in your jurisdiction (the "Age Limit"). If you are under the Age Limit, please do not use the Services, and do not provide any personal data to us.
If you are a parent of a child under the Age Limit and become aware that your child has provided personal data to us, please contact us at support@afrotunesdigital.com to delete such data.
If we are aware that we have collected the personal data of a child under the Age Limit, we will take reasonable steps to delete the personal data.

Complaints

In the event that you wish to make a complaint about how we process your personal data, please contact us in the first instance at support@afrotunesdigital.com and we will endeavor to deal with your request as soon as possible. This is without prejudice to your right to launch a claim with your data protection authority or follow the dispute resolution process provided in the Terms of Service.

Changes

We may amend and update this Policy from time to time. You can access the latest version of this Policy on Afrotunes. It is your responsibility to remain informed of any changes. Your continued access to or use of the Services after the date of the updated Policy constitutes your acceptance of the updated Policy. If you do not agree to the updated Policy, you must stop accessing or using the Services.

Contact

Questions, comments and requests regarding this policy are welcomed and should be addressed to support@afrotunesdigital.com

Your Rights

You have the right to make a request to access and delete the personal data we hold about you, to rectify any personal data held about you that is inaccurate, the right to data portability and the right to request the suspension of the processing of your personal data. You can exercise your rights by contacting us at support@afrotunesdigital.com .