Tribe of Noise User Agreement

1. Contents User Agreement with Tribe of Noise

1.1 These are the general conditions of Tribe of Noise BV, a private company with limited liability that has its corporate domicile in Amsterdam in the Netherlands at (1054 WT) Wilhelminastraat 184-hs, hereinafter referred to as 'Tribe of Noise'. Tribe of Noise connects music composers / musicians with business opportunities. Tribe of Noise offers access to pre-cleared music. These conditions are applicable to all services offered by Tribe of Noise. Tribe of Noise offers a Web based platform to users enabling them to communicate and to exchange musical works that are made available under Creative Commons license 3.0 and/or 4.0 (hereafter: 'CC license') or the Non Exclusive Exploitation Contract (hereafter: 'NEEC').

1.2 This User Agreement contains the general terms of use applicable to all services offered by Tribe of Noise. The terms of use of this legally valid agreement between you and Tribe of Noise apply to your use of the Tribe of Noise website (hereafter: the 'Website'), and on all products and/or software supplied and/or services provided to you by Tribe of Noise on or from the Website (hereafter jointly: the 'Services').

1.3 Your legally valid agreement with Tribe of Noise consists of: (A) the stipulations set out in this document; (B) the Tribe of Noise Privacy Policy; and (C) the User Guide to Tribe of Noise. Hereafter jointly: the 'Terms of Use'.

1.4 The Terms of Use constitute a legally binding agreement between you and Tribe of Noise in respect of your use of the Services.

1.5 The Terms of Use apply to all users of the Website, including those users who themselves supply information and other material and/or provide other services to Tribe of Noise.

2. Acceptance of the Terms of Use

2.1 Prior to using the Services, you have to accept the Terms of Use. Use of the Services is not permitted without acceptance of the Terms of Use.

2.2 Acceptance of the Terms of Use is effected simply by starting to use the Services. You understand and consent to the fact that you're using the Services will be deemed by Tribe of Noise to imply acceptance of the Terms of Use. If you registered on the Website and/or signed up for the Services, you expressly accepted the Terms of Use in the process of registering and/or signing up.

2.3 You are not permitted to use the Services, if: (a) on account of your age, you are not authorized to enter into a binding agreement with Tribe of Noise; or (b) you are not authorized to represent a company, entitled parties and/or other entitled parties, or (c) you have been disqualified from purchasing and/or using the Services under the law of the country in which you reside or from which you access or use the Services, or in that country you are prohibited by law to purchase and/or use the Services.

3. Amendments to the Terms of Use

3.1 Tribe of Noise is entitled to amend the Terms of Use occasionally. In that event, Tribe of Noise will provide a new version of the Terms of Use. In case Tribe of Noise substantially amends the Terms of Use, you may immediately terminate the Agreement in the ways that are described under Article 12.2.

3.2 You understand and consent to the fact that your continued use of the Services after the date of amendment of the Terms of Use will be deemed by Tribe of Noise to imply acceptance of the amended Terms of Use.

3.3 You are required to check the Terms of Use after amendments herein.

4. Tribe of Noise-accounts

4.1 For the purpose of being able to access certain parts of the Website or other Services, you are required to open a free Tribe of Noise-account. You shall provide correct and comprehensive information. You are accountable for the accuracy of the information, Tribe of Noise is not. Tribe of Noise is not required to check this information. You must ensure that you keep your password for your Tribe of Noise-account in a safe place and keep it secret.

4.2 You shall inform Tribe of Noise without delay of any breach of security or of any unauthorized use of your Tribe of Noise-account you become aware of.

4.3 You consent to the fact that you alone are accountable (to Tribe of Noise and third parties) for all activities occurring on your Tribe of Noise-account. Please note that you will require the consent of all parties entitled if you offer musical and/or other works of which you are not the sole party entitled, in accordance with the CC-license and/or the NEEC.

4.4 If you act contrary to the Terms of Use, Tribe of Noise has the right to discontinue your account temporarily or permanently.

4.5 You shall not act in any way which might place an unreasonable or disproportionate load on the Tribe of Noise infrastructure.

5. General Limitations to Use

5.1 Tribe of Noise hereby gives you permission to access the Website and the Services and to use them, under the express conditions mentioned below. You consent to the fact that you will be in breach of the Terms of Use and/or your obligations under the Terms of Use if you do not observe any of the following conditions and/or any other provision of the Terms of Use.
  1. Except by providing hyperlinks to the Website, you are not allowed to distribute any part or parts of the Website, by whatever medium including, but not limited to the content posted by users, without the prior written approval of Tribe of Noise.
  2. Except by uploading tracks and information related to those tracks, you are not allowed to alter or change any part of the Website and/or any or several of the Services (including but not limited to the Tribe of Noise-player and related technology).
  3. You are not allowed to circumvent or make an attempt to circumvent, or disable or interfere in any way, with those security-related components of the Website or any other components which: (i) prevent or restrict copying of content posted by users and/or Tribe of Noise content, or (ii) restrict the use of the Website or the content that is available on the Website.
  4. You are not allowed to use the Website or any of the Services (including the Tribe of Noise-player) for the benefit of any commercial objectives which are substantially similar to or comparable with the business operations of Tribe of Noise. Such prohibited commercial objectives include, but are not limited to:
    1. reselling access to the Website and or the Services (such as the Tribe of Noise-player) on another website, notably with the objective to generate income from advertising and/or subscriptions, and/or
    2. further distribution of the Services (including the content posted by users accessible through those Services, except tracks that are offered under a CC- license in accordance with the objective of Tribe of Noise, notably with the objective to generate income by means of any commercial objectives which are substantially similar to or comparable with the business operations of Tribe of Noise.
  5. You are not allowed to make use of any computerized system (or to launch such a system), including but not limited to a robot, computer virus, spider, or off-line reader, which facilitates the transmission of more requests to the Tribe of Noise servers than it is reasonably possible to generate in the same period of time by using a standard (i.e. unmodified) open public web browser.
  6. You are not allowed to collect or gather personal data concerning users of the Website and/or any of the Services (including but not limited to the Tribe of Noise-account names).
5.3 Notwithstanding article 5.2 E, Tribe of Noise authorizes operators of public search engines to make use of spiders for the purpose of copying material from the Website, provided that spiders may be used exclusively with the objective to generate open public search indices for the material, but not with the objective to create caches or archives of that material. Tribe of Noise reserves the right to withdraw these exceptions, either in general or in a particular case.

5.4 Tribe of Noise is constantly innovating, in order to improve its Services. You acknowledge and consent to the fact that the shape and nature of the Services provided by Tribe of Noise may occasionally change, without prior notice to you.

5.5 You acknowledge and consent to the fact that in consideration of the constant innovation, Tribe of Noise has the right to discontinue any of the Services provided to you or to the users in general, and/or certain options provided as part of the Services, either temporarily or permanently, at its sole discretion and without prior notice to you. You may discontinue the use of any and all of the Services at any time, of which you do not need to expressly inform Tribe of Noise.

5.6 You are exclusively accountable for any failure to fulfill any of your obligations under the Terms of Use and/or for any consequences of such failure (including any damage or loss sustained by Tribe of Noise), and you agree that Tribe of Noise is not accountable in any way toward you or any third parties in that respect.

6. Copyrights / Neighbouring rights Policy

6.1 Tribe of Noise pursues a clear copyrights policy in relation to the content posted by users as regards any possible infringements of intellectual property rights, such as third parties' copyrights, related rights and trademark rights. Further particulars of that policy are provided on: Flag Procedure.

6.2 Pursuant to its copyrights policy, Tribe of Noise has the right to terminate a user's account and access to the Website, and may block access to works that are likely to be infringing or of which a third party claims that they are infringing. You shall never hold Tribe of Noise liable for damages incurred because Tribe of Noise has blocked access or taken down content posted by you.

7. Content Posted by the User

7.1 You understand that Tribe of Noise cannot warrant confidentiality in respect of content posted on the Website by users.

7.2 You understand and consent to being exclusively accountable for content posted by yourself, and for any consequences of posting or making public that content. Tribe of Noise does not endorse any content posted by users and/or any views, opinions or recommendations, and explicitly disclaims any liability in relation to the content posted by users.

7.3 You certify and warrant that you possess, own and/or have (and will continue to possess, own and/or have during your use of the Services), all licenses, rights, assent and permissions necessary for the purpose of enabling Tribe of Noise to lawfully make use of the content you posted for the provision of its Services, and to make use of the content you posted in the manner intended by the Website and the Terms of Use.

7.4 You shall indemnify and hold harmless Tribe of Noise and any and all directly or indirectly related persons and parties, as well as Tribe of Noise's successors, assigns and licensees, from any and all loss, damage, liability or expense, including, but not limited to, lost interest and attorneys' fees and costs of lawsuit and extrajudicial costs, arising out of any breach or alleged breach of any and all of your obligations under the Terms of Use, including, but not limited to, the representations and warranties under articles 7.1, 7.2, 7.3, 8.1, 8.2, 8.3 and 8.4.

8. The Contents of Content Posted by the User

8.1 Content posted by yourself will comply with the terms set out in any applicable regional, national and international law and legislation.

8.2 You shall refrain from posting or uploading any content on the Website which you are not permitted to possess or make available to the public in your country of residence or which Tribe of Noise is not permitted to use or possess in relation to the provision of the Services.

8.3 You shall refrain from uploading or posting on the Website any content in which property rights of any third parties are vested (including privacy and/or publicity rights), unless you possess an adequate license or the formal consent of the rightful owner to post that material on the Website and to grant Tribe of Noise the license referred to below under Section 9.1.

8.4 Tribe of Noise reserves the right, but is under no obligation, to assess whether the content posted by users complies with the requirements and/or obligations under the Terms of Use and/or the requirements and/or obligations of the applicable law in general, and is entitled to, at any time, without prior notice and at its sole discretion and without any obligations forthcoming there from, remove any content that violates the Terms of use or the law posted by users and/or to disallow a user's to upload any content conflicting with the Terms of Use and/or the law.

8.5 Furthermore, you understand and acknowledge that as a result of using the Website and the Services, you may be exposed to content posted by users which to you is factually incorrect, offensive, indecent or in any other way reprehensible. You hereby agree to renounce, and hereby renounce, any legal or other rights or legal or other remedies toward Tribe of Noise that you have at your disposal relating to that content posted by users.

9. Licenses Granted by the User

9.1 If you upload any content to Tribe of Noise or post any content on the Website, you grant:
A worldwide, nonexclusive, transferable license (with the right to sublicense) to Tribe of Noise for the use, reproduction, distribution, demonstration, making available to the public and performance of, and creation of derivative works from, that content in relation to the provision of the Services, and otherwise in relation to providing the Website and in relation to Tribe of Noise's business operations, including the promotion and further distribution of all or part of the Website (and works derived from the Website or part thereof), in whatever media-format and through whichever media channel, now known or hereinafter invented, via:
  1. to every user of your work on the Website the following Creative Commons license: Creative Commons BY-SA 3.0 (until August 1, 2014), Creative Commons BY-SA 4.0 (from August 1, 2014), or:
  2. to every user of your work the Non Exclusive Exploitation Contract ('NEEC')

10. Tribe of Noise Content on the Website

10.1 With the exception of the content posted by users and of open source software, all other content on the Website, including but not limited to text, software, scripts, graphic parts, photographs, sound, music, videos and interactive options on the Website (hereafter: the 'Tribe of Noise Content'), is owned by Tribe of Noise, under property rights or licenses. Tribe of Noise's, or its licensers', copyrights, trademark rights, and other intellectual property rights are vested in the Tribe of Noise Content. Ownership of any trademarks and/or service marks present in the Tribe of Noise Content rests with their respective owners.

10.2 Tribe of Noise reserves any rights which have not been granted explicitly in respect of the Tribe of Noise Content.

11. Links from Tribe of Noise

11.1 Hyperlinks to other websites may be included in the Services which are not owned by Tribe of Noise or over which Tribe of Noise has no control. Tribe of Noise has no control over, and disclaims any liability for, the contents, the privacy policy and/or any practices on third parties' websites.

11.2 You acknowledge and agree that Tribe of Noise is not accountable for the availability of any external websites or sources as mentioned above, and does not endorse any advertisements, products or other material which is available on such websites or in such sources or is accessible from such websites or sources.

11.3 You acknowledge and agree that Tribe of Noise is not liable for any damage or loss you might suffer as a result of the availability of such external websites or sources, and/or as a result of the confidence you placed in the completeness and/or the accuracy and/or the existence of the advertisements and/or products and/or the other material available on such websites and/or in such sources and/or is accessible from such websites or sources.

12. Termination of your Relationship with Tribe of Noise

12.1 The Terms of Use will remain in full force, until they cease to have effect as a result of termination effected by you or Tribe of Noise in the manner described below.

12.2 If you wish to terminate your legally binding agreement with Tribe of Noise, you may do so at any time by means of: (a) a written notification to Tribe of Noise; and (b) closing your Tribe of Noise account. The written notification referred to above must be sent to the address of Tribe of Noise given at the opening of the Terms of Use.

12.3 Tribe of Noise is entitled to terminate its legally binding agreement with you at any time, in the event:
  1. you have failed to comply with any of the Terms of Use or you have acted in a manner clearly indicating that you do not intend to or are not capable of complying with any of the Terms of Use;
  2. Tribe of Noise is required by law or a judicial decision to do so (for instance if provision of the Services to you is, or will become unlawful);
  3. Tribe of Noise decides to terminate the provision of Services to users in the country in which you reside, or from which you make use of the Services, and/or
  4. at Tribe of Noise's discretion, the provision of the Services to you is no longer economically feasible.
12.4 The termination of the Terms of Use has no effect on any legal rights, obligations and duties which you and Tribe of Noise have taken advantage of, which you and Tribe of Noise have had to comply with (or which have arisen while the Terms of Use were in force) or which were expressly declared to remain in full force for an indefinite period of time. The licenses, as referred to in section 9 of these Terms of Use, you granted on an earlier date will remain valid. The stipulations of Section 15.7 will remain applicable for an indefinite period of time in respect of the rights, obligations and duties referred to above.

13. Warranty Disclaimer

13.1 The stipulations of the Terms of Use do not intend to in any way invalidate any rights that cannot be overridden by contract.

13.2 The Services are provided in their present condition [as is]. Tribe of Noise does not issue any warranties whatsoever in that respect nor as regards their functioning.

13.3 Notably, Tribe of Noise does not warrant that:
  1. your use of the Services will satisfy your requirements;
  2. your use of the Services will run uninterruptedly, in good time, safely, or without failure;
  3. any information you gather as a result of your making use of the Services will be accurate or reliable; and/or
  4. any defects in the operation or functionality of software supplied to you in relation to the Services will be remedied.
13.4 No conditions, warranties, or other stipulations, including implicit stipulations with respect to satisfactory quality, fitness for a certain purpose, or conformity to a certain description, apply to the Services, except as explicitly set out in the Terms of Use.

14. Limitation of Liability

14.1 The provisions of the Terms of Use do not in any way intend to exclude or limit the liability of Tribe of Noise for any damage or loss which statutorily may not be excluded or limited, and no provision of the Terms of Use limits such liability of Tribe of Noise.

14.2 To the extent statutorily allowed, any liability on Tribe of Noise's part is excluded for any and all damage, harm, loss and/or expense incurred by you. In particular, but not exclusively Tribe of Noise is not liable to you for:
  1. any consequential damages or loss you might sustain, including, but not limited to, any direct or consequential loss of profits, loss of goodwill or business reputation, or loss of data you might sustain; and/or
  2. any damage or loss you might sustain as a result of:
    1. the confidence you placed in the completeness or accurateness, or the existence of advertisements, or resulting from a relationship between you and an advertiser or a sponsor advertising in the Services;
    2. any alterations to the Services made by Tribe of Noise, or any temporary or permanent discontinuation of the provision of the Services (and/or any options offered within the Services);
    3. any removal or corruption, or failure to save, any of the content posted by users and other communication data gathered or transmitted through your use of the Services;
    4. your failure to provide accurate account information to Tribe of Noise; and/or
    5. your failure to keep your password or other particulars regarding your Tribe of Noise account in a safe place and/or secret.
14.3 The limitations of liability of Tribe of Noise toward you as referred to in Section 14.2 above apply, regardless whether Tribe of Noise was notified of the possibility of the occurrence of such damage or loss, or should have been aware thereof.

15. General Stipulations

15.1 The Terms of Use constitute the full legally valid agreement between you and Tribe of Noise, apply to your use of the Services, and fully replace any previous agreements made between you and Tribe of Noise with respect to the Services.

15.2 You agree that Tribe of Noise is authorized to notify you, including notifications of amendments of the Terms of Use, by email, regular post or by posting notices on the Website.

15.3 You agree that, should Tribe of Noise decide not to exercise or enforce a right or seek a remedy or a remedy at law it has recourse to under the Terms of Use (or any right or remedy or remedy at law available to Tribe of Noise pursuant to any applicable law), this shall not be interpreted as a waiver of rights of Tribe of Noise, and that those rights or remedies or legal remedies will continue to be available to Tribe of Noise.

15.4 Should a competent court find any of the stipulations of the Terms of Use invalid, or should any of the stipulations be null and void, that stipulation will be removed from the Terms of Use without prejudice to any remaining stipulations of the Terms of Use. The remaining stipulations of the Terms of Use will remain in full force and enforceable. You agree that the invalidated provision shall be replaced by a valid provision that is, in view of the object and purpose of the Terms of Use, as similar as possible to the provision that was held to be invalid.

15.5 The Terms of Use can only be amended in writing and if Tribe of Noise explicitly agrees to the amendment.

15.6 You acknowledge and agree that each member of the group of companies that Tribe of Noise forms part of is a third party beneficiary in respect of the Terms of Use, and that such other companies will be entitled to immediately enforce and invoke those stipulations granting them any entitlement or right.

15.7 The Terms of Use, as well as your relationship with Tribe of Noise under the Terms of Use, are governed by Dutch law. You agree with Tribe of Noise that any dispute arising from the Terms of Use will be resolved exclusively by a competent Dutch court. Nevertheless, you agree that Tribe of Noise has the right to ask for a preliminary injunction (or other, similar kinds of urgent remedies or legal remedies) in any other country as well.