Utopia Music

Terms and conditions_

UTOPIA MUSIC AG – GENERAL TERMS OF USE (“Terms”)

OVERVIEW
1. These Terms, along with any other terms and policies referenced within, constitute a legally binding agreement governing your access to and use of the site at www.utopiamusic.com and any related site owned or operated by Utopia Music AG or its subsidiaries (the “Sites”) and the registration with and use of the Services (as defined below) through the Sites, a mobile application, any connected software or other means (the “Apps”), (the Sites and Apps together, the “Platforms”).
2. These Terms constitute a legally binding agreement between Utopia Music AG and its subsidiaries (“Utopia”, “us”, “we” or “our”) and you, either individually, or on behalf of your employer or any other entity which you represent (“you” or “your”). There are various types of users of Utopia’s different Services (as defined below). Except where otherwise indicated, “you” shall refer to all user types.
3. If you are entering into these Terms on behalf of your employer or another entity, you confirm that: (i) you have full legal authority to bind your employer or such entity (as applicable) to these Terms; (ii) you agree to these Terms on behalf of your employer or the respective entity (as applicable); and (iii) these Terms shall bind your employer or such entity (as the case may be).
4. Please read these Terms carefully as they apply to your access to and use of the Platforms and the Services. You acknowledge that these Terms are binding, and consent to these Terms, by either: (i) clicking on a button or checking a checkbox to accept these Terms; or (ii) registering to use or accessing the Services or the Platforms, whichever is earlier.
5. YOU ARE NOT AUTHORISED TO ACCESS OR USE THE PLATFORMS OR ANY OF THE SERVICES IF YOU DO NOT AGREE TO THESE TERMS OR DO NOT HAVE AUTHORITY TO BIND YOUR EMPLOYER OR OTHER ANY OTHER ENTITY (AS APPLICABLE).
6. UTOPIA RESERVES THE RIGHT TO CHANGE, MODIFY, ADD, OR DELETE PORTIONS OF THESE TERMS AT ANY TIME (ANY SUCH CHANGES, MODIFICATION, ADDITIONS, AND/OR DELETIONS ARE COLLECTIVELY REFERRED TO HEREIN AS “UPDATES”). YOU ARE ENCOURAGED TO REVIEW THESE TERMS ON A REGULAR BASIS TO KEEP YOURSELF CURRENT WITH ANY UPDATES. YOU CAN REVIEW THE MOST CURRENT VERSION OF THESE TERMS AT ANY TIME AT SITES. IF YOU DO NOT AGREE TO ANY UPDATES, YOUR SOLE RECOURSE IS TO IMMEDIATELY STOP USING THE PLATFORMS AND SERVICES AND TERMINATE THESE TERMS AS SET FORTH HEREIN. NOTWITHSTANDING THE FOREGOING, YOUR CONTINUED USE OF THE PLATFORMS AND/OR SERVICES FOLLOWING ANY UPDATES WILL CONSTITUTE YOUR ACCEPTANCE OF AND AGREEMENT TO SUCH UPDATES.
THE SERVICES
1. The Services offered by Utopia may include various technologies, distribution, royalty, data analysis, creative and other services for artists, consumers, creators, publishers, labels, collection societies, investors and others in the music industry (the “Services”). Utopia’s Services may be offered to you on a fee-paying, subscription, or free to use basis (as determined by us at our sole discretion). Access to fee-paying and subscription Services shall be subject to the relevant subscription or other agreement being in place and payment of applicable fees. The majority of our Services are only made available to and geared towards music industry business users acting in the course of their business, trade or profession, and are not designed for consumer use.
2. Specific terms, conditions, and policies on Sites may apply to your use of certain offerings of the Services (together, the “Specific Terms”). The Specific Terms shall form part of these Terms. In the event of a conflict between the Terms and the Specific Terms, the Specific Terms shall prevail and govern your use of the applicable offering.
ELIGIBILITY
1. If you access the Platforms and/or the Services, you represent and warrant that you are at least sixteen (16) years old. The Platforms and the Services are only intended for individuals aged sixteen (16) years or older. In order to access the Platforms and use any of the Services, you must: (i) be sixteen (16) years of age (or the equivalent minimum age in your home country) or older, except for Financial Services products for which you are required to be a minimum of eighteen (18) years of age or have parental or guardian consent if you are a minor in your home country; (ii) have the power to enter into a binding contract with us and not be barred from doing so under any applicable laws; (iii) in possession of the full rights and authorization to agree to and pay for any transaction made by you, whether for your own benefit or the benefit of a third party in connection with our Services; and (iv) reside in a country where the Platforms are available. We reserve the right to request proof of age at any stage to verify compliance with this section 3.1.
2. Your access and use of the Services is subject to your agreement to all applicable terms and conditions, including (but not limited to) these Terms and the Specific Terms.
CHANGES
1. At our sole discretion, we may make changes and improvements to the Platforms (for example, to introduce or discontinue features and functionalities) to reflect changes to our products, our users' needs, and our business priorities. We will use reasonable commercial endeavours (subject to sections 4.2 and 4.3 below) to notify you in advance of any significant changes in a prominent notice on Platforms.
2. Depending on the changes, you may not be able to use the Platforms until you have accessed or downloaded the latest version of the Platforms and/or reviewed and accepted any new terms of service.
3. You acknowledge that any purchases you may make in relation to the Services are not contingent on the delivery by us of any future release of any functionality or feature. This includes the continuance of a certain Service beyond its current subscription term or dependent on any public comments we make regarding any future functionality or feature.
USING THE PLATFORMS
1. It is your responsibility to ensure that you are able to comply with the relevant system requirements as set out in further detail on the Platforms.
2. We accept no responsibility for any lack of functionality that is due to your equipment (including your device, internet connection, operating system, settings and software). Access to parts or all of the Platforms may be restricted from time to time to allow for repairs, maintenance and updates. We reserve the right to withdraw, take down or amend all or part of the Platforms and their content at any time.
3. It is your responsibility to pay for all costs and expenses (including all telephone calls, line charges and internet service and data access) that you incur using the Platforms.
4. Your use of the Platforms and enjoyment of its features and content developed, hosted or made available through the Platforms may vary in functionality, availability and quality depending on the type of device and operating system you use.
5. You agree that you shall not attempt to disrupt or actually disrupt, manipulate or otherwise interfere with the proper working order of any servers, networks, systems, and other technologies belonging to Utopia, our affiliates, and/or any third party providers.
6. You shall utilize only those interfaces publicly provided by Utopia and its third party providers when interacting with our Platforms and Services. You shall not attempt to, or actually access any information, data code, and/or other material belonging to Utopia and/or its third party providers that is not intended for public access and/or consumption, including but not limited to through hacking, password mining, identity theft, and/or another breach of authentication or security.
7. Your use of our Platforms shall not impose any excessive load or unreasonable demand, as determined by us in our sole discretion, on the infrastructure, systems, servers, or other technology and operations of Utopia and/or its third party providers.
8. When you use the Platforms you must comply with these Terms. We may suspend or terminate your access to the Platforms if you do not comply with these Terms.
ACCESS TO THE SERVICES AND AUTHORISED USERS
1. If you establish an account with us, you: (i) agree to provide us with current, accurate and complete registration information about yourself; (ii) acknowledge that it is your responsibility to ensure that your password remains confidential and secure; (iii) agree that you are fully responsible for all activities that occur under your account, including any integration or any other use of third party products or services (and any associated disclosure of data) in connection with the Services; and (iv) undertake to promptly notify us in writing if you become aware of any unauthorized access or use of your account and/or any breach of these Terms. Unless otherwise notified, we may assume that any communications received from your account have been made by you.
2. Subject to the Specific Terms and the relevant subscription for an “Enterprise Account” being in place, the Services may be accessed by you, your employee(s) or independent consultant(s) (each, an “Authorised User”).
3. You shall comply and shall procure that any Authorised Users comply with these Terms and any other applicable Specific Terms.
4. In relation to Authorised Users on Enterprise Accounts, you undertake that the maximum number of Authorised Users that you authorise to access and use the Services shall not exceed the number of licences granted to you by Utopia; you shall maintain a written and up-to-date list of current Authorised Users and provide such list to Utopia within five (5) business days of Utopia’s written request (such a request can be made by Utopia at any time); be responsible for the security and use of the Platforms and Services by all Authorised Users; ensure that Authorised Users do not disclose their access credentials to anyone; and you will not permit anyone other than Authorised Users to use the Services.
5. You shall notify Utopia promptly in writing at the address specified by Utopia at Section 19 of these Terms of any known or suspected unauthorised use of the Services, including, use of Authorised User credentials or any known or suspected breach of security, including, but not limited to, loss, theft or unauthorised disclosure of Authorised User credentials. Utopia may periodically audit and monitor (physically and/or electronically) the use of the Services to ensure compliance with these Terms and to maintain or improve the provision of the Services.
6. You will be solely responsible and liable for any losses, damages, liability and expenses incurred by us or any third party, due to any unauthorized use of your account by either you or any third party on your behalf.
7. When you use the Services you must comply with these Terms and any applicable Specific Terms. We may suspend or terminate your access to the Platforms if you do not comply with these Terms and any applicable Specific Terms.
CUSTOMER DATA
1. In connection with your use of the Platforms and/or access to the Services, you may be able to and/or required to provide or authorize Utopia to obtain directly from the applicable data source (including via Authorised Users on Enterprise Accounts, third-party partners or your or your Authorised Users’ third-party accounts, data (“Customer Data”), including, without limitation, information about you, your revenue sources, your musical works, your sound recordings, merchandise, and other works in which you have an interest, and your third-party accounts. We may use and store the Customer Data in accordance with these Terms and our Privacy Policy.
2. You hereby authorise us, and grant us a perpetual, irrevocable, royalty-free, worldwide, transferable, non-exclusive, and sub-licensable license to copy, store, display, aggregate, modify, create derivative works from, and/or otherwise use the Customer Data to develop, improve, provide, and operate our products, services, and technologies. For the avoidance of doubt, this may include ingesting certain Customer Data into Utopia’s proprietary Artificial Intelligence and Machine Learning processes.
3. You acknowledge that the Services provided to you are dependent on the Customer Data provided to us. You, not Utopia, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, availability, timeliness, appropriateness, and intellectual property ownership of or right to use all Customer Data whether provided directly by you or obtained by Utopia from third parties, and, to the maximum extent permitted by law, Utopia disclaims all representations and warranties regarding the same. Except as otherwise provided in the Privacy Policy with respect to your personal data, Utopia shall not be responsible or liable for the deletion, correction, destruction, damage, inadvertent disclosure, loss or failure to store any Customer Data, or for the improper or erroneous upload or extraction of any Customer Data, nor shall Utopia be responsible for any failure of any applicable third party to provide Customer Data or to provide accurate or complete Customer Data. Utopia reserves the right to withhold, remove and/or discard Customer Data without notice for any breach of this Agreement. Upon termination pursuant to section 12, your right to access or use the Platforms and the Customer Data via our Services immediately ceases, and Utopia shall have no obligation to maintain or forward any Customer Data.
4. Where we receive data via an Authorised User, you expressly authorise Utopia to access, collect and/or receive Customer Data made available through the actions of an Authorised User on the Site.
5. You represent and warrant that all Customer Data provided by you or your Authorised Users (where applicable) via the Platforms shall be true and accurate, and that you and your Authorised Users (where applicable) have all rights, consents and licenses to all Customer Data (whether provided directly by you or obtained by Utopia from a third-party on your behalf) as required for Utopia to provide the Services made available via the Platforms and to exercise Utopia’s rights under these Terms.
INTELLECTUAL PROPERTY
1. The Platforms and the Services, were developed, compiled, prepared, revised, selected and arranged by Utopia and other third parties (individually and collectively, “IP Rights Holders”) through the expenditure of substantial resources and constitute valuable intellectual property of the IP Rights Holders. The Platforms may include third party software components that are generally available free of charge under licences granting recipients broad rights to copy, modify, and distribute these components (“Open Source Components”). Although the Platforms is provided to you subject to these Terms, nothing in these Terms will prevent or restrict you from obtaining these Open Source Components under the applicable third party licences or to limit your use of these Open Source Components under those licences.
2. Except for the Platforms Licence we grant you at section 9 below or pursuant to the terms of any subscription agreement you may enter into (or have entered into) with us, no intellectual property rights are transferred or licensed in these Terms.
3. Subject to sections 8.1 and 8.2, you agree that you have no ownership rights in or to the Platforms or Services and that no such rights are granted under these Terms.
4. You shall promptly notify Utopia in writing upon becoming aware of: any claim that the Services infringe third party intellectual property rights; or any suspected infringement by a third party of any intellectual property rights of the IP Rights Holders.
5. Subject to any applicable Specific Terms, you shall not use or attempt to register any of Utopia or its affiliates’ trademarks, trade names or service marks, domain names, Twitter handles or other electronic identifiers in any manner that creates the impression that such names or marks belong to or are identified with you or that you are associated with or licensed by Utopia or its affiliates to use such names or marks. You acknowledge that you have no ownership rights in or to any of these names or marks.
LICENCE GRANT
1. Subject to these Terms and any applicable Specific Terms, Utopia grants you a non-exclusive, non-sub-licensable, non-transferable, revocable licence, for the duration of your subscription or other agreement in relation to the applicable Service, to access and/or use the Platforms and Services only as expressly permitted by these Terms.
2. Except as expressly permitted, you shall not directly or indirectly: create any derivative works based upon the Platforms or Services; copy or distribute any part of the Platforms or Services in any medium without Utopia’s prior written authorisation; alter or modify any part of the Platforms or Services; work around any technical limitations in the Platforms or the Services or use the Platforms or Services in an attempt to, or in conjunction with any device, program or service designed to, remove, circumvent, disable, damage or otherwise interfere with technical measures employed to control access to, or the rights in, a content, file, or other work; access the Services, Platforms, or any website, server, software application, or other computer resource owned, used, and/or licensed by Utopia by means of any robot, spider, scraper, crawler, or other automated means for any purpose; reverse engineer, decompile, decipher, translate, disassemble, or otherwise attempt to access the source code of the Platforms or Services, except to the extent that such restriction is expressly prohibited by law; publish, rent, lease, lend, sell, sub-license, distribute, transfer, disclose or otherwise make the Platforms or Services available to any third party; remove or alter any proprietary notices or labels on or in the Platforms or Services; upload to or otherwise use the Platforms or Services to design, develop, distribute and/or otherwise transmit or execute, any virus, worm, Trojan Horse, time bomb, web bug, spyware, malware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive or invasive code or component; use the Platforms or Services in connection with any form of spam, unsolicited mail, fraud, scam, phishing, chain letters, pyramid schemes or similar conduct; submit to the Platforms or Services any material that is illegal, misleading, defamatory, indecent or obscene, threatening, infringing of any third party proprietary rights, invasive of personal privacy, contrary to applicable online advertising or direct marketing law or guidance or otherwise illegal; impersonate any person or entity, access the Services via accounts of others without permission or submit any materials to Utopia that are false, inaccurate, deceptive, misleading, unlawful, or are otherwise in violation of these Terms; interfere with any user’s right to privacy; engage in conduct that poses or creates a privacy or security risk to any person or post private information about a third party; engage in any conduct that we, in our sole discretion, believe restricts or inhibits any other user from enjoying the use of the Platform or Services; or use the Platforms or Services to infringe the rights of Utopia or any third party in any way that does not comply with all applicable laws.
3. Utopia reserves the right to either suspend or terminate your access to the applicable Service(s) and/or Platform(s) for any breach of this section 9.
FEEDBACK
1. You may provide suggestions, comments or other feedback (“Feedback”) regarding the Platforms and Services to Utopia. Utopia shall not be obliged to take any action in response to the Feedback.
2. Feedback, even if marked confidential, will not create any confidentiality obligations on Utopia unless Utopia has otherwise agreed it in writing, signed by an authorised signatory of Utopia.
3. You irrevocably agree and acknowledge that Utopia will be free to use, disclose, reproduce, distribute, implement and otherwise commercialise all Feedback provided by you without obligation or restriction of any kind, and you hereby waive all rights to be compensated or seek compensation for the Feedback and will ensure that any relevant moral rights are waived.
API USE
1. We may offer an application programming interface that provides additional ways to access and use the Service (“API“). Such API is part of the Service, and its use is subject to these Terms.
2. When using the API you must follow our developer guidelines.
3. We reserve the right at any time to temporarily or permanently modify or discontinue your access to the API (or any part of it) with or without notice. The API is subject to change and modification, and you are solely responsible for ensuring that your use of the API is compatible with the current version.
TERM AND TERMINATION
1. Subject to any applicable Specific Terms, these Terms are in full force and effect, commencing on the date of your first access of the Platforms or Services, until terminated by either party in accordance with these Terms.
2. Upon thirty (30) days’ written notice and in its sole discretion, Utopia may terminate these Terms for its convenience and, if applicable, will issue you with a pro rata refund of any fees paid in advance for Services that were not provided to you (e.g. unused portion of a subscription).
3. Notwithstanding section 12.2 above, Utopia can terminate this Agreement immediately and without notice if you commit a material breach of the Terms.
4. Subject to any applicable Specific Terms, you may stop using the Platforms and Services at any time, and you may terminate these Terms upon written notice to Utopia at the “Contact Us” page the Sites.
5. Upon termination of these Terms: all rights and licences granted under these Terms shall immediately terminate and you shall immediately cease all use of the Services; You shall return to Utopia and make no further use of any equipment, property, documentation and other items (and all copies) belonging to Utopia; all credentials of Authorised Users shall be disabled; You shall promptly delete any data, software models or other items provided in connection with the Services, including all copies and, if required, shall provide Utopia with evidence satisfactory to Utopia of all such deletions; and any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
6. Termination, suspension, or cancellation of these Terms or your access rights to any of the Platform(s) or any of the Service(s) shall not affect any right or relief to which Utopia may be entitled, at law or in equity.
7. To the maximum extent permitted by applicable law, Utopia will have no liability for any suspension or termination of your account in accordance with this section 12.
INDEMNIFICATION
1. You agree to defend, indemnify and hold harmless Utopia, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, demands, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable legal fees and costs) arising out of or accruing from: (a) your use of the Services, Site(s) or the Platform(s); (b) any breach of these Terms or any applicable Specific Terms, including any of the foregoing provisions, representations or warranties, and/or from your placement or transmission of any Customer Data onto Utopia’s servers, and/or from any and all use of your Utopia account; (c) any misrepresentation made by you or provision of incorrect or fraudulent Customer Data in connection with your use of the Platforms; and (d) your violation of any law or the rights of a third party (including without limitation any negligent, wilful, tortious or illegal conduct by you affecting a third party). This indemnity will survive termination of these Terms.
LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES
1. UTOPIA SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING FROM YOUR USE OF THE PLATFORMS OR THE SERVICES, EVEN IF IT HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. UTOPIA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, TO THE EXTENT PERMITTED BY APPLICABLE LAW. THE PLATFORMS AND THE SERVICES MADE AVAILABLE THEREON ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS AND YOU ASSUME ALL RISK OF LOSS AND LIABILITY IN CONNECTION WITH YOUR USE OF THE PLATFORMS AND ANY APPLICABLE SERVICES. THIS DISCLAIMER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY RECORD. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EACH OF THE UTOPIA PARTIES SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OF THE PLATFORMS OR OTHER SERVICE. WITHOUT LIMITING THE FOREGOING, UTOPIA WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING OUT OF YOUR FAILURE TO COMPLY WITH SECTIONS 6 AND 7. IN THE EVENT OF ANY LIABILITY ON THE PART OF UTOPIA, YOU AGREE THAT SUCH LIABILITY SHALL NOT EXCEED THE LESSER OF (I) THE NET AMOUNT PAID BY YOU TO UTOPIA IN CONNECTION WITH THE TRANSACTION FROM WHICH THE LIABILITY AROSE, AND (II) GBP £1,000.00
2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UTOPIA, ITS AFFILIATES, AGENTS AND LICENSORS (COLLECTIVELY, THE “UTOPIA PARTIES”) DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, UTOPIA DOES NOT WARRANT THAT THE PLATFORMS AND SERVICES, OR YOUR ACCESS TO OR USE OF THE PLATFORMS AND SERVICES WILL: (1) BE UNINTERRUPTED; (2) BE FREE FROM INACCURACIES, ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS; (3) MEET YOUR REQUIREMENTS; OR (4) OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. UTOPIA DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PLATFORMS WILL BE AVAILABLE, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORMS OR THE SERVERS THAT MAKE THE PLATFORMS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. UTOPIA DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIAL, INFORMATION, SOFTWARE, FACILITIES, SERVICES OR OTHER CONTENT ON THE PLATFORMS OR ANY AFFILIATED SITES LINKED TO THE PLATFORMS IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. UTOPIA MAKES NO WARRANTIES THAT YOUR USE OF THE MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICE OR OTHER CONTENT IN THE PLATFORMS OR ANY AFFILIATED SITES WILL NOT INFRINGE THE RIGHTS OF OTHERS AND UTOPIA ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICE OR OTHER CONTENT OF THE PLATFORMS OR ANY AFFILIATED SITES.
3. AS SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF DAMAGES, UTOPIA PARTIES’ LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY THE LAW OF SUCH JURISDICTION. IN ADDITION, BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN WARRANTIES, THE DISCLAIMERS SET FORTH ABOVE MAY NOT APPLY TO YOU. THIS SECTION 14.3 WILL ONLY APPLY IF AN ARBITRATOR WITH APPLICABLE JURISDICTION FINDS EXCLUSIONS OF DAMAGES OR LIMITATIONS OF LIABILITY TO BE UNCONSCIONABLE.
FEES AND CHARGES
1. If you are (or become) a paying customer of Utopia, including by subscribing to any of the Services offered via the Platforms (”Subscription Services”), we will provide you will relevant information regarding how to place an order, price, trial and cancellation options, before completing payment which shall be contained in applicable Specific Terms.
2. You agree to pay all fees when due in accordance with the Specific Terms, subscription agreement or information that we otherwise make available to you for such applicable Service(s).
3. When you provide a payment method to Utopia, you are expressly authorizing Utopia (and Utopia’s designated payment processor) to automatically charge you on each payment date for the subscription. If you provide a payment method and Utopia’s charge results in an overdraft, or other fee from your bank, you alone are responsible for that fee.
4. You shall provide and at all times maintain accurate, complete, and current billing information, including your billing address, credit or debit card number and card expiration date. If you become aware of a potential breach of security to your billing information (such as credit card loss or theft), you shall notify Utopia immediately.
5. If Utopia cannot charge your credit or debit card or other payment method for any reason, Utopia reserves the right to either suspend or terminate your access to the applicable Platforms and/or Services and terminate these Terms. Your obligation to pay prices and fees shall survive any termination of these Terms.
6. Unless otherwise stated in the applicable Specific Terms, all fees and charges shall be exclusive of all applicable government taxes (such as VAT, sales, withholding and similar taxes) and similar charges, for which you shall be solely responsible. Local sales and use taxes shall be included on an invoice where applicable, and charged to you.
THIRD PARTY SERVICES AND PARTNERS
1. The Platforms may include and link to features, websites and services (such as Facebook, Spotify, and YouTube) that are provided by third parties. We do not control these third party sites or services and are not responsible for the content of these sites or services. If we include a link to any of these sites or services, this does not mean that we endorse or are associated with them. The terms of that third party website or service will apply to your use of it and we will not be responsible for anything that is done or not done by you or the third party service provider in connection with your use of their service. We recommend that you check the applicable third party service’s terms and conditions of use before using that third party service.
SPECIFIC LAWS
1. Except as expressly stated in these Terms, we make no representations or warranties that your use of the Services is appropriate in your jurisdiction. Other than as indicated herein, you are responsible for your compliance with any local and/or specific applicable laws, as applicable to your use of the Service.
GENERAL
1. Governing Law and Jurisdiction. These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or its subject matter or formation.
2. Class Action Waiver. WHERE PERMITTED UNDER APPLICABLE LAW, YOU AND UTOPIA AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Utopia mutually agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.
3. Severance. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.
4. Assignment. You shall not, without the prior written consent of Utopia, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms. Utopia may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations (in whole or in part) under these Terms.
5. Force majeure. Utopia shall have no liability to you under these Terms if it is prevented from or delayed in performing its obligations under these Terms 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 Utopia or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, pandemic or epidemic, 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 are notified of such an event and its expected duration.
6. Third Party Rights. These Terms does not confer any rights on any person or party (other than the parties to these Terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
7. No Waiver. No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
8. Connectivity. You are responsible for obtaining and maintaining all devices and other equipment and software, all internet service provider, mobile service, and other services needed for your access to and use of any of the Platforms and Services and you will be responsible for all charges related to them.
9. Translated Versions. These Terms were written in English, and may be translated into other languages for your convenience. If a translated version of these Terms conflicts in any way with the English version, the provisions of the English version shall prevail.
10. Written Agreements, Waivers and Notice. For purposes of these Terms, written agreements, waivers and notice may be affected by e-mail or other electronic or digital means, and your acknowledgment or acceptance of, and/or agreement to, a written agreement or waiver may be indicated by electronic or digital means, including without limitation by clicking an “I Agree” box, check box, or similar electronic indication of acknowledgment, acceptance, agreement, consent or approval. No failure or delay by Utopia in exercising any right, power or privilege under these Terms will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under these Terms.
11. Legal Notices. Except as otherwise noted in these Terms, Utopia’s address for the delivery of notice pursuant to these Terms is: legal.notice@utopiamusic.com. You agree to cooperate fully in any Utopia inquiry concerning actual, alleged, or potential violations of these Terms.
CONTACT US
1. Contact us at Utopia Music AG, Zählerweg 12, 6300 Zug, Switzerland or by email as otherwise detailed on Sites.

Last updated 11 August 2022.