Naxos.com provides an internet-based music streaming service described
in clause 3 below ("Service").
Naxos.com is a web site owned by Naxos Digital Services Limited
("we" or "us" or "our").
Before you can access our Service, you must read and accept the
terms and conditions of this Agreement. If you register as a subscriber
to the Service or you continue to use Naxos.com, you agree to be bound
by the terms and conditions of this Agreement.
This Service is for the personal use of users only.
If you do not agree to or cannot comply with any of the terms and
conditions of this Agreement, do not attempt to access or use the Service.
1.
Subscription
When you subscribe to our Service, we grant you a non-exclusive
right, limited in time, to use the Service on the terms and conditions
of this Agreement.
2.
Term
Your right to use the Service comes into effect upon your payment
of the subscription fee and continues until terminated pursuant
to the terms and conditions of this Agreement.
3.
Description of Service
3.1
The Service provides for digital online streaming of music and
other tracks in our catalogues.
3.2
(a)
The Service consists of content and material ("Content")
which we allow you to tune into through our system software
("System").
(b)
The Content includes but is not limited to streamed musical
tracks, the Naxos.com website and its contents, musical
and audio recordings, text, photographs, graphics, art
work, button icons, audio and/or visual clips, images,
logos, trade marks, manuals and user guides.
(c)
The System includes but is not limited to search and retrieval
software and documentation and security strings and passwords.
(d)
When we refer to the Service in this Agreement, we mean the
Content and the System, individually and collectively.
3.3
From time to time, we may update the Service.
3.4
There is no limit to what you may stream from our Service while
your subscription is current.
3.5
Once you have registered with us and you have paid the subscription
fee, we let you tune into the Content.
3.6
The Service will only work with the streaming player or players
specified from time to time by Naxos.com
3.7
You are responsible for any hardware, systems and software programs
you use and any associated fees and expenses to connect to or
use the Internet.
3.8
From time to time, you may need to install certain third party
software, enhancements, updates or modifications and related documentation
for your continued access to the Service.
3.9
It is up to you if you use the Service and any enhancements or
modifications and any software not provided by us. If you do so,
your use is at your sole risk and responsibility.
3.10
We may count the number of times that you stream each musical
track for royalty accounting and analysis purposes.
4.
Use
4.1
The rights granted by this Agreement are personal to you.
4.2
The Service is only for your personal, non-commercial use and
only for streaming of musical and other tracks from our catalogues
online.
4.3
We consider you are using the Service under this Agreement regardless
of whether you use all or only part of the Service.
4.4
You must not nor encourage, allow or suffer any other person
to do or attempt any use of the Service for which we have
not given permission. Such unauthorised use includes but
is not limited to the following:
(a)
Content
(i)
download, burn, copy, capture, reproduce, communicate to
the public, publicly perform, record, retransmit,
stream, distribute or broadcast the Content by
any means or in any form;
(ii)
transfer, loan, rent, sell, lease, sub-licence and otherwise
parting with possession or dealing with the Content
to another person or body; or
(iii)
alter, change, remove or obscure any notices or other indications
(including copyright or trademark notices) as
to the ownership of the Service;
(b)
System
(i)
alter, modify, reverse engineer, decompile, disseminate or
disassemble the System for any purpose whatsoever;
(ii)
alter, change, remove or obscure any notices or other indications
(including copyright or trademark notices) as
to the ownership of the Service;
(iii)
use the System to transmit, display, perform or otherwise
make available any messages, content or materials
(i) that are illegal, obscene, threatening, defamatory,
or invasive of privacy; (ii) that constitute political
campaigning or commercial solicitation or that
contain software viruses or other computer code
designed to interfere with the functionality of
any computer systems; or (iii) that infringe third-party
rights or harm minors in any way;
(iv)
spamming or of a "spamming" nature;
(v)
interfere with or disrupt the System or any networks connected
to or by the System;
(vi)
use all or part of the System to construct any kind of database;
or
(vii)
without limiting the generality of the foregoing, distribute
or otherwise make the Service available over any
network, including a local area network; and
(c)
exploit the Service for
commercial purposes without our express prior written
consent.
4.5
Because the Service is designed for personal use, you are not
allowed to use any automated system for the selection or streaming
of files of the Service.
4.6
You will notify us immediately if you become aware of any breach
of this Agreement. You agree to provide us with all necessary
assistance in any action we may take in response to any breach.
5.
Registration & Security
5.1
To use the Service, you must register to set up a subscription
account with us. During registration, you must provide us with
certain personal information, including your name and a current
address and other Registration Data as requested on the Service's
web site.
5.2
You agree to provide us with Registration Data which is accurate
and up to date.
5.3
We will use your Registration Data in accordance with our privacy
policy which is set out below.
5.4
You may not:
(a)
allow others to use your subscriber name, password or subscription
account;
(b)
reveal your password to any of our representatives or agents;
(c)
use a subscriber name of another person with the intent to
impersonate that person; or
(d)
use a subscriber name in which another
person has rights without such person's authorisation.
Failure to comply with the above is a breach of this Agreement
and may result in the immediate termination of your subscription
account.
5.5
You are solely responsible for maintaining the confidentiality
and security of your subscription account.
5.6
You must notify our Customer Service department at customer.service@naxos.com
of any known or suspected unauthorised use(s) of your subscription
account or any known or suspected breach of security, including
loss, theft, or unauthorised disclosure of your password or credit
card information.
5.7
You are responsible for all usage or activity on your subscription
account. Any fraudulent, abusive, or otherwise unlawful activity
may be grounds for termination of your subscription account, at
our sole discretion, and we may refer you to appropriate law enforcement
agencies.
5.8
We are not responsible for any losses arising out of the unauthorised
use of your subscription account, password or credit card information
(even if you have not knowingly disclosed it to another person)
and you agree to indemnify and hold us, our partners, subsidiaries,
agents, representatives, employees, contractors and licensors,
as applicable, harmless for any improper, unauthorised or unlawful
use of your subscription account, password or credit card details.
6.
Subscription Fee
6.1
We charge you a subscription fee to access parts of the Service
or the Service as a whole.
6.2
Our fee is posted in the Customer Service section or in other
appropriate locations on the Service web site.
6.3
Our fees are exclusive of, and you must pay, any taxes, duties
or impost that may be imposed by a governmental body.
6.4
You may elect to provide us with details of your credit card
to which we will charge your subscription fee and any other charges
incurred in your use of the Service.
6.5
We may change our fee at any time. Any changes are posted in
the Customer Service section or in other appropriate locations
at Naxos.com. Any change to our annual subscription fee applies
from your next due date for payment.
6.6
If you do not accept any change to our fee, you should cancel
your subscription account immediately.
6.7
You must pay the fee incurred at the rate in effect for the billing
period in which such fee is incurred, including. The fee is billed
to you, or at your election charged to your credit card, and paid
for by you. You shall pay all applicable taxes relating to use
of the Service through your account.
6.8
You expressly agree that we are not liable to refund the full
amount or any part of fees, charges and taxes paid by you for
any reason whatsoever.
7.
Termination
7.1
You may cancel your subscription account for any reason at any
time by delivering a notice by email to our Customer Service Department
at customer.service@naxos.com.
7.2
If you cancel your subscription account, we will not refund any remaining portion of your annual
subscription fee or any other charges or taxes paid by you. Cancellation
will take effect at the end of the billing period in which you
deliver notice to us.
7.3
You are responsible for all charges incurred, if any, up to the
time we cancel your subscription account.
7.4
We may terminate your subscription account for any reason at
any time.
7.5
If you or we cancel your subscription account, you must immediately
cease all use of and access to the Service and delete, erase and
otherwise remove all copies of the Service from all equipment
into which you have loaded or installed the Service.
7.6
If we terminate this Agreement, we will:
(a)
refund the pro-rata unused balance of the subscription money
you have paid us;
(b)
recover from you any money which you owe us; and
(c)
be regarded as discharged from any further
obligations under this Agreement.
7.7
Clauses 4, 6 and 8 to 10 inclusive of this Agreement survive
the cancellation of your subscription account.
7.8
You understand and agree that your cancellation of your subscription
account is your sole right and remedy with respect to any dispute
with us.
8.
Title, Interest & Intellectual Property Rights
8.1
This Agreement does not give you any intellectual property rights
in the Service nor does it make you the owner of the Service and
nor does it transfer or assign to you any right, title, interest
or other proprietary rights in the Service.
8.2
We, and our licensors, retain exclusive ownership of the Service
and all intellectual property rights associated with it. We reserve
all rights not expressly granted by this Agreement.
8.3
The contents of the Service are protected by copyright (including
as a collective work and/or compilation) under the laws of Hong Kong and other countries
and international conventions and are owned or controlled by us,
our affiliates or the party credited as the provider of the content.
All individual musical or other tracks are also copyrighted works.
You must abide by all additional copyright notices or restrictions
contained in the Service.
8.4
We have designed the Service for its presentation in a unique
format and appearance to our users. We are concerned about the
integrity of the Service when it is viewed in a setting created
by a third party that includes advertising or other materials
that we have not authorised to be displayed with the Service.
Without limiting the provisions of clause 8.3, neither you nor
any third party shall make use of the Service in any manner that
constitutes an infringement of our intellectual property rights,
including but not limited to framing, deep linking, downloading
or establishing unauthorized links to any part of the Service
on your or any third party's Web site.
8.5
You have no rights to the System or any enhancements or modifications
to it. You may not sub-licence, assign or transfer any rights
granted by us, and any attempt at such sub-licence, assignment
or transfer is null and void.
8.6
We respect the intellectual property rights of others and we
expect you to do the same. You are liable for any breach by you
of copyright.
8.7
You must promptly notify us in writing upon your discovery of
any unauthorized use or infringement of the Service or intellectual
property rights thereto.
8.8
The Service contains proprietary information that is protected
by intellectual property laws and international treaty provisions.
We expressly disclaim any and all responsibility or liability
for any action by you that is contrary to such law(s) and reserve
the right to terminate your subscription account immediately for
your failure to comply with any such laws.
8.9
In this Agreement, intellectual property includes the full benefit
of any rights in any copyright, patent, trademark, registered
design, trade and business names, agreements, inventions, trade
secrets, discoveries and improvements, computer programs, confidential
processes, confidential information and know-how and includes
without limitation any artistic work, images, photographs, animations,
video, audio, music, text, recordings and programming and any
adaptation of it or concept relating to it.
9.
Access, Links and Availability and Modification of Service
9.1
The Service contains links to other related World Wide Web Internet
sites, resources, and our sponsors. We do not own, control, review
or operate these outside resources and are not responsible for
their availability or content or any damage or loss caused or
alleged to be caused by or in connection with your use of or reliance
on any content of any such site or goods or services available
through any such site. You should direct any concerns regarding
any external link to the site administrator or Webmaster of such
external sites
9.2
We and/or our business partners may present advertisements or
promotional materials on or through the Service. Your participation
in any promotional event is subject to the terms and conditions
associated with that event. Your dealings with, or participation
in promotions of, any third-party advertisers on or through the
Service are solely between you and such third-party. You agree
that we are not responsible or liable for any loss or damage of
any sort incurred as the result of any such dealings or as the
result of the presence of such third parties on the Service.
9.3
We may at any time and from time to time modify or discontinue,
temporarily or permanently, the Service with or without notice.
9.4
Due to contractual or other limitations, from time to time, some
musical or other tracks available on the Service may no longer
be available. We may modify or discontinue, temporarily or permanently,
the programming on the Service or the manner in which the Service
is presented at any time without notice.
10.
Exclusions and Limitation of Liability
10.1
To the maximum extent permitted by law, we exclude from this
Agreement all warranties, representations, statements, terms and
conditions expressed or implied by law. Our Service is available
to you "as is" and you assume the entire risk as to
its quality and performance.
10.2
Any musical tracks or other material streamed or otherwise obtained
through the use of the Service is at your sole discretion, risk
and responsibility.
10.3
We make no warranty that:
(a)
the Service meets your requirements;
(b)
the Service can run on your personal computer;
(c)
the results obtained from your use of the Service are reliable;
and
(d)
the quality or delivery of the Service
meets your expectations.
10.4
We do not warrant that the Service will be uninterrupted or error-free.
There may be delays, omissions or interruptions in the information,
e-commerce product offerings or other materials available through
the Service. We are not responsible for the availability, information
or services of other third-party providers, online merchants or
advertisers that may be linked to or posted within the Service.
10.5
We reserve the right to correct any errors or omissions in the
Service. Although we take reasonable steps to prevent the introduction
of viruses, worms, trojan horses or other destructive materials
to the Service, we do not guarantee or warrant that the Service
does not contain such destructive features. If you rely on the
Service and any materials available through the Service, you do
so solely at your own risk.
10.6
In no event are we or our officers, directors, shareholders,
employees, representatives, parents, subsidiaries, affiliates,
agents or licensors liable under or in relation to this Agreement
for any incidental, indirect, special, economic, consequential,
punitive or exemplary loss or damage of any kind or loss of revenue,
profits, goodwill, bargain or opportunities or loss or corruption
of data or loss of anticipated savings incurred or suffered by
you whether caused by negligence or otherwise or whether or not
we were aware or should have been aware of the possibility of
such loss or damage. This includes but is not limited to the transmission
of any computer viruses or anything else that may interfere with
or damage the operation of your computer systems, any error, omissions,
interruptions or other inaccuracies in the Service (including
without limitation as a result of breach of any warranty or other
term of this Agreement) and any modification, malfunction, suspension,
discontinuance of or interruption to or of the Service.
10.7
If the laws of your location do not allow us to exclude our liability
for breach of conditions or warranties expressed or implied by
law, but allows limitation, our liability is, at our election,
limited to, the supplying of the services again or the payment
of the cost of having the services supplied again.
10.8
In some cases, the laws of your location may apply to your online
dealings with us and you may have additional legal rights. We
always recommend that you should seek local law advice if you
have a complaint about us, however, we
suggest that you speak to us first - that way you can see if we
can resolve any complaint you may have.
10.9
Notwithstanding anything else in this clause 10, our maximum
aggregate liability under or relating to this Agreement in any
12 month period, whether in contract, tort (including without
limitation negligence), in equity, under statute, under an indemnity
or on any other basis is limited to the pro rated annual subscription
fee paid by you during that 12 month period.
11.
Force Majeure
11.1
We will not be in breach or default of any obligation, agreement,
covenant (whether express or implied)
by reason of any circumstance beyond our reasonable control including
any act of nature, industrial dispute, act of governmental or
other authority.
11.2
We shall notify you as soon as practicable of any anticipated
delay due to force majeure. The performance of our obligations
under this Agreement will be suspended for the period of the delay
due to force majeure.
11.3
Your obligation to pay the annual subscription fee is not affected
by this clause 11.
12.
Notice
12.1
We may from time to time modify these terms and conditions or
any feature of the Service. Such modification shall be effective
immediately upon either posting of the modified terms and conditions
or feature at http://www.Naxos.com, as the case may be, or notifying
you by email.
12.2
You agree to review this Agreement periodically to ensure that
you are aware of any modifications. You are deemed to have accepted
this Agreement as modified if you continue to use or access the
Service after the modifications are posted.
13.
Privacy
13.1
From time to time, we (or our owners and assigns) may provide
you with information about our products and services unless you
indicate otherwise at registration.
13.2
We may send you electronic mail for the purpose of informing
you of changes or additions to the Service.
13.3
We reserve the right to gather and use information about your
usage and demographics and agree to maintain the privacy of your
data in accordance with our Privacy Policy below and the Personal
Data (Privacy) Ordinance of Hong Kong SAR.
14.
General
14.1
You may not assign any of your respective rights or obligations
under this Agreement without our written consent.
14.2
Any time or indulgence or any waiver by us of any terms or conditions
of this Agreement shall not affect any of our other rights under
this Agreement nor shall it at the same time be deemed a waiver
by us of any other terms or conditions of this Agreement or subsequent
breach of such term or condition.
14.3
This Agreement constitutes your entire agreement with us. Any
prior arrangements, agreements, representations or undertakings
are superseded. This Agreement may not be changed, altered or
modified unless done so by written instrument signed by you and
us.
14.4
If any of the terms and conditions or provisions of this Agreement
are determined invalid, unlawful or unenforceable to any extent
such term, condition or provision shall be severed from the remaining
terms, conditions and provisions which shall continue to be valid
to the fullest extent permitted by law.
14.5
This Agreement is governed by and construed in accordance with
the laws of Hong Kong SAR and you agree to submit to the jurisdiction
of the Courts of Hong Kong SAR.
14.6
Nothing in this Agreement shall constitute or be deemed to constitute
a partnership, joint venture or relationship of principal and
agent or any other fiduciary relationship between us.
14.7
Subject to any provision to the contrary, this Agreement applies
to the benefit of and is binding upon you and your successors,
trustees, permitted assigns or receiver and does not apply to
the benefit of any other person.
14.8
In entering into this Agreement, you have not relied upon any
warranty or representation in relation to our Service or us which
is not expressly set out in this Agreement and you have relied
entirely on your own enquiries in relation to our Service and
us.
15.
Interpretation
In this Agreement unless otherwise indicated by the context:
(i)
"receiver" includes any third party having control
of your property for the purposes of enforcing a security
or charge;
(ii)
a reference to a party to a document includes that party's
successors and permitted assigns;
(iii)
"including" and other similar words are not words
of limitation;
(iv)
an agreement, deed, covenant, representation or warranty on
the part of two or more persons binds them jointly and
severally; and
(v)
general words following
words describing a particular class or category are not
restricted to that class or category.
You represent that you have read and agree to be bound by this
Agreement and our Privacy Policy.
Our business is built on the trust and confidence you place in
us. We respect your privacy and we are committed to safeguarding and protecting
any data we collect about you.
We observe the Data Protection Principles of the Personal Data
(Privacy) Ordinance of Hong Kong SAR.
We collect personal data to assist us in providing you with services
as well as information on either products or services offered by us. We
make sure that the data we collect from you is necessary for and directly
related to this.
We collect personal data from you in a number of ways including:
(a)
directly from you, such as when you enter your personal details
on our websites (for example during registration or application
for products and services), when you provide information by phone
or in documents such as an application form;
(b)
from our affiliated companies;
(c)
from your representatives;
(d)
from publicly available sources of information;
(e)
from credit-reporting and fraud-checking agencies and credit
providers for credit related purposes such as credit worthiness,
credit rating, credit provision and financing;
(f)
from our own records of your dealings with us; or
(g)
when legally required to do so.
We make sure that the way we collect data from and about you is
lawful and fair in your circumstances.
We take all practical steps to ensure that you are informed of
what data you are obliged to provide us and what data you may voluntarily
provide us and what we may do if you do not provide us with data which
you are obliged to provide.
Your personal data may be used by us:
(a)
to identify you;
(b)
in providing service to you and the administration and management
of those services;
(c)
to provide you with information on either products and services
offered by us;
(d)
in undertaking risk assessment and management; or
(e)
in gathering data necessary for our organisation's functions
including dealings with credit reporting agencies, financial institutions
including our own bankers, service providers, our professional
advisers, including our accountants, auditors and lawyers, insurers
and industry groups having a legitimate reason to receive such
information.
We do not provide any personal data provided by you to any third
parties other than to our affiliated companies or where required by law
or as set out in this Privacy Policy. We will not sell,
trade or rent your personal data to others. We may provide aggregate statistics
on users of our website to third parties such as advertisers, but these
statistics will include no personally identifying data.
If you provide us with personally identifiable data, you may receive
from time to time , telephone calls, emails or
direct marketing containing promotional material. You agree to receiving
e-mailings from us including information not only on the areas of interest
you have indicated but all types of news and information on our other
products. If you do not want to receive them, please contact us. You may
be asked to indicate your preference to receiving promotional material,
when submitting information to us.
Cookies that are used in any part of our web site will not be utilised
for collecting personally identifiable data and will only be used for
internal management purposes.
We co-operate with law enforcement agencies as required by law.
We may employ other companies or individuals to provide certain
services such as analysing customer lists, providing marketing assistance
or consulting services. These third parties may have access to data needed
to perform their function but can not use that data for other purposes.
We take all practical steps to ensure that the personal data we
hold about you is accurate.
All practical steps are taken to ensure that all data is treated
confidentially, kept secure and protected against unauthorised or accidental
access, processing, erasure or other use and is maintained and kept no
longer that is necessary for the purpose for which it is intended. Your
e-mail address will not be distributed to any third party.
You have the right to access your personal data and requests for
information about our Privacy Policy are welcomed.
We do our best to give you access to your personal data when you
request, however, there may be times when we are unable to give you access.
In this event, we shall give you the reasons for declining your request
for access. If you are not happy with our explanation, please let us know
and we will do our best to work out with you an appropriate solution.
The copyright and related rights in all material sent to you belongs
to Naxos Digital Services Ltd. Naxos Digital Services Ltd permits you
to print or download extracts from this material for your personal use
only. None of this material may be used for any commercial or public use,
stored in or transmitted to any other website or distributed in any form
without the prior permission of Naxos Digital Services Ltd.
If any of the personal data you have submitted changes, please
update that data by sending a message to Customer.Service@Naxos.com. You may unsubscribe to Naxos
News Email Updates by sending a message to Customer.Service@Naxos.com.
with unsubscribe in the subject heading. For further information
on our Privacy Policy please contact our Privacy Officer by sending a
message to Customer.Service@Naxos.com.
Requests for access to data or correction of data or for information
regarding policies and practices and kinds of personal data held by us
should be addressed to:
Customer Service
Naxos Digital Services Limited
Level 11, Cyberport 1, 100 Cyberport Road Hong
Kong