Terms of service

1. User’s acknowledgement and acceptance of terms

These Terms of Service ("Terms") cover your use of and access to the sites, products, applications, and services (collectively, the "Services") provided by Kwettr.com, on the website and associated domains of www.kwettr.com.

By using or accessing the Services you are agreeing to all of the terms, conditions, and notices contained or referenced herein (the "Terms of Use"), as well as any other written agreement between us and you.  If you're using the Service for an organization, you're agreeing to this Agreement on behalf of that organization, and you represent and warrant that you can do so. References to “you”, "your” and similar terms are construed accordingly in this Agreement. If you don’t agree to all the terms in this Agreement, you may not use or access the Services.

Kwettr reserves the right to change these Terms of Use from time to time without notice to you. You acknowledge and agree that it is your responsibility to review these services and these Terms of Use from time to time and to familiarize yourself with any modifications. Your continued use of these services after such modifications will constitute acknowledgement of the modified Terms of Use and agreement to abide and be bound by the modified Terms of Use.

As used in these Terms of Use, references to our "Affiliates" include our subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, and advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering these services and/or its contents.

1.1 Definitions

“Affiliate” means, with respect to any entity, any other entity directly or indirectly controlling or controlled by, or under direct or indirect common control with, such entity or one or more of the other Affiliates of that entity (or a combination thereof). 

“Agreement” means these Terms of Service and any Statement of Work made pursuant to it, each as may be amended from time to time.

“Confidential Information” means any and all information and materials which is: (i) confidential in nature or that is marked as being confidential by a party; (ii) a reasonable person having regard for the circumstances would regard as confidential. Confidential Information does not include information which: (i) is or at any time is made generally available to the public by the Disclosing Party (as defined herein); (ii) is known to the Recipient (as defined herein) (as substantiated by cogent written evidence in the Recipient’s possession) free of any restrictions at the time of disclosure; (iii) is independently developed by the Recipient through individuals who have not had either direct or indirect access to the Confidential Information; and (iv) is rightfully obtained by the Recipient, without any obligation of confidence, from a third party who had a right to transfer or disclose it to any Person free of any obligation of confidence.

“Deliverable” means the deliverables expressly set out in any Statement of Work that Kwettr.com is to provide to you pursuant to the Agreement.

“Intellectual Property Rights” means all the intellectual property, industrial and other proprietary rights, protected or protectable, under the laws of The Netherlands or any foreign country, or any political subdivision thereof, including, without limitation, patents, copyrights, neighbouring rights, moral rights, trade-marks, trade names, service marks, industrial designs, mask work, integrated circuit topography, privacy, publicity, celebrity and personality rights and any other statutory provision or common or civil law principle regarding the intellectual and industrial property, whether registered or unregistered and including rights in any application for any of the foregoing.

“Representatives” means, in the case of you, Kwettr.com or any other Person, its directors, officers, appointees, employees, agents, consultants or subcontractors, as well as the subcontractor’s directors, officers, employees, agents, consultants or subcontractors.

“Person” means, if the context allows, any individual, person, estate, trust, firm, partnership or corporation, government or any agency or ministry of any government, and includes any successor to any of the foregoing.

“Project” means a project identified in a Statement of Work and in relation to which Services are being provided.

“Services” means the services to be provided by Kwettr.com pursuant to these Terms of Service or any Statement of Work.

“Specifications” means, in respect of any Deliverable or Service, the technical, functional, physical, design, environmental, operational, performance or other relevant specifications or requirements, therefore, set out in the Statement of Work or to which you and Kwettr.com agree in writing.

“Statement of Work” or “SOW” means any written agreement (as amended from time to time) made between you and Kwettr.com that expressly states that it is a Statement of Work made pursuant to these Terms of Service.   Each Statement of Work will include a description of: (i) the project to which the Services relate (the “Project”) and the Services; (ii) the tasks to be completed by you and any third parties; (iii) the Deliverables to be provided; (iv) the schedule for the Project; (v) the fees to be paid to Kwettr.com for such Services and Deliverables and a payment schedule, and (vi) such additional information as the parties agree to include.

2. Description of Services

Kwettr.com is a company focused on music marketing technology and music marketing services.  Because Kwettr.com provides a range of Services, we may ask you to review and accept supplemental terms that apply to your interaction with a specific app, product, or service, such as may be set out in a Statement of Work or SOW. To the extent those supplemental terms conflict with these terms of service, the supplemental terms associated with the app, product, or service govern with respect to your use of such app, product or service to the extent of the conflict.

We reserve the sole right to either modify or discontinue the services, including any of the services’ features, at any time with or without notice to you. We will not be liable to you or any third party should we exercise such right. Any new features that augment or enhance the then-current services on these services shall also be subject to these Terms of Use.

2.1 Statement of Work

(a) From time to time, you and Kwettr.com may enter into a Statement of Work governed by these Terms of Service, but neither party is obligated to do so.

(b) In the event of any inconsistency between the terms and conditions of Terms of Service and the terms and conditions of any Statement of Work, the terms and conditions of these Terms of Service prevail except in relation to a provision of the Statement of Work that specifically identifies a conflicting provision and states that the conflicting provision of these Terms of Service does not prevail.

2.3 Changes

Either you or Kwettr.com may propose changes to any Service or Deliverable. If a change is requested by you in writing, Kwettr.com shall respond within five (5) Business Days of receipt of your request with a draft addendum to the affected Statement of Work. Kwettr.com may propose a change by providing you with a draft Addendum to the affected Statement of Work. A draft addendum will include: (i) a reasonably detailed description of the proposed change(s); (ii) if applicable, any changes to the actual or estimated amounts to be paid pursuant to the affected Statement of Work; and (iii) if applicable, any changes to the Project schedule. The proposed change(s) will not become effective until you and Kwettr.com agree in writing on the terms and conditions of the draft addendum and sign it.

2.4 Delay

(a) Both you and Kwettr.com will use reasonable efforts to perform the tasks allocated to each of them in any Statement of Work by the deadlines set out in the Statement of Work. If either party believes that it will not meet any such deadline, it will promptly inform the other party of the potential delay and use reasonable efforts to prevent or minimize the delay.

(b) To the extent that your failure or delay to perform any task for which you are responsible in accordance with any Statement of Work interferes with Kwettr.com’s ability to perform the Services or provide the Deliverables, Kwettr.com will be excused from performing the Services or providing the Deliverables for the duration of the failure or delay and while you and Kwettr.com are working on a revised schedule for the affected Project. You and Kwettr.com will work together to adjust the schedule for the affected Project in accordance with section 2.3.

2.5 Deliverables

In relation to each Statement of Work, Kwettr.com agrees to provide to you the Deliverables described as being provided pursuant to the Statement of Work. 

2.6 Grant of Limited License

Kwettr.com owns all Intellectual Property Rights in and to any Services provided under these Terms of Service, and to any Deliverables provided under any Statement of Work. However, Kwettr.com hereby grants to you a non-exclusive, non-sublicensable, non-assignable, royalty-free, and worldwide license to access and use the Service and any Deliverables provided under any Statement of Work solely for your internal business operations in accordance with these Terms of Service. 

3. Registration Data and Privacy

In order to access some of our services, you will be required to use an account and password that can be obtained by completing our online registration form, which requests certain information and data ("Registration Data”). By registering, you agree that all information provided in the Registration Data is true and accurate and that you will maintain and update this information as required in order to keep it current, complete, and accurate.

4. Conduct 

Your use of the services is subject to all applicable laws and regulations, and you are solely responsible for the substance of your communications through the services, including any content that you post on or through the service. For purposes of these Terms of Use, "content" is defined as any information, text, data, communications, messages, software, photos, video, graphics, images, music, sounds, and other material and services that can be viewed by users on our services.

By posting content or otherwise using any communications service, chat room, message board, newsgroup, software library, or another interactive service that may be available to you on or through these services, you agree that:

(i) Restrictions on Use - you will not upload, share, post, or otherwise distribute or facilitate distribution of any content through the service that:

a. is unlawful, threatening, abusive, harassing, defamatory, libellous, deceptive, fraudulent, invasive of another’s privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies

b. victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;

c. infringes on any patent, trademark, trade secret, copyright, right of publicity, or another proprietary right of any party;

d. constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as "spamming"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;

e. contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party;

f. impersonates any person or entity, including any of our employees or representatives, or misleads other users as to your identity or the origin of any content or communication; or

g. is harmful to minors in any way;

(ii) Grant of Rights - By submitting content to our advertising service or any other service provided by Kwettr.com, or engaging in any other form of communication through our service you agree that we may copy, sub-license, adapt, transmit, publicly perform or display any such content to provide and/or promote the services and/or to respond to any legal requirement, claim or threat. If our use of such content exploits any proprietary rights you may have in such material, you agree that we have an unrestricted, royalty-free, non-exclusive and perpetual worldwide right to do so. You represent and warrant that you own or otherwise control all applicable rights to the content that you share with the service, upload, transmit or display; that the content is accurate; that use of the content you supply does not violate third-party rights or the terms and conditions of any agreement you may have with a third party, and will not cause injury to any person or entity. You also agree you will defend indemnify and hold harmless Kwettr B.V. and its Affiliates, officers, directors, employees, partners, and agents, as applicable, for all claims resulting from content that you supply. You agree that any claim, loss or damage of any kind that occurs as a result of the use of any content that you upload, post, transmit, display or otherwise make available through your use of the services, including as a result of your use of a third-party web service or service provided through the services, is solely your responsibility.

Our employees have the right at our sole discretion to not accept or remove any content that, in our judgment, does not comply with these Terms of Use and any other rules of user conduct for our services, or is otherwise illegal, harmful, objectionable, or inaccurate. You hereby consent to such removal and waive any claim against us arising out of such removal of content.  We are not responsible for any failure or delay in removing such content, and you agree to use the services at your own risk and that we have no liability to you for content that you may find objectionable, indecent, or offensive. See "Unauthorized Use of Content" below for a description of the procedures to be followed in the event that any party believes that content posted on these services infringes on any patent, trademark, trade secret, copyright, right of publicity, or another proprietary right of any party.

In addition, you may not use your account to breach security of another account or attempt to gain unauthorized access to another network or server. Not all areas of the services may be available to you or other authorized users of the services. You shall not interfere with anyone else’s use and enjoyment of the services or other similar services. Users who violate systems or network security may incur criminal or civil liability.

You agree that we may at any time, and at our sole discretion, terminate your membership, account, or other affiliation with our services without prior notice to you for violating any of the above provisions of these Terms of Use and Conditions. In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security at other services, including cooperating with law enforcement authorities in investigating suspected criminal violations.

5. Third-Party Services and Information

These services may link you to other services on the Internet or otherwise include references to information, documents, software, materials and/or services provided by other parties. These services may contain information or material that some people may find inappropriate or offensive. These other service and parties are not under our control, and you acknowledge that we are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such service, nor are we responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience to you and does not imply endorsement of, or association with, the services or party by us, or any warranty of any kind, either express or implied. We assume no liability or responsibility for such third party web service or services, and you acknowledge and agree that we are not responsible for evaluating or examining the content of such third-party web service or services and that you are solely responsible and liable for ensuring that your use of such web service and services complies with the terms of use of any such service.

6. Intellectual Property Information

By accepting these Terms of Use, you acknowledge and agree that all content presented to you on these services is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of, or is licensed for use to, Kwettr B.V. and/or its Affiliates. You are only permitted to use the content as expressly authorized by us or the specific content provider. [Except for a single copy made for personal use only,] you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from these services in any form or by any means without prior written permission from us or the specific content provider, and you are solely responsible for obtaining permission before reusing any copyrighted material that is available on these services. Any unauthorized use of the content appearing on these services may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties. All content made available on the services is only for your personal, noncommercial use.

Neither we nor our Affiliates warrant or represent that your use of the content displayed on, or obtained through, these services will not infringe the rights of third parties. See "Unauthorized Use of Content " below for a description of the procedures to be followed in the event that any party believes that content posted on these Services infringes on any patent, trademark, trade secret, copyright, right of publicity, or another proprietary right of any party.

All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks of Kwettr.com or its Affiliates. All other trademarks or service marks are property of their respective owners. Nothing in these Terms of Use grants you any right to use any trademark, service mark, logo, and/or the name of Kwettr B.V. or its Affiliates.

7. Unauthorized Use of Materials

Subject to our Privacy Policy, any content that you transmit to through the use of our services or to us, whether by electronic mail, post, or other means, for any reason, will be treated as non-confidential and non-proprietary. While you retain all rights in such communications or material, you grant us and our agents and affiliates a non-exclusive, paid-up, perpetual, and worldwide right to copy, distribute, display, perform, publish, translate, adapt, modify, and otherwise use such material for any purpose regardless of the form or medium (now known or not currently known) in which it is used.

Please do not submit confidential or proprietary information to us unless we have mutually agreed in writing otherwise. We are also unable to accept your unsolicited ideas or proposals, so please do not submit them to us in any circumstance.

We respect the intellectual property of others, and we ask you to do the same. If you or any user of these services believes its copyright, trademark or other property rights have been infringed by a posting on these services, you or the user should send a notification to our Designated Agent (as identified below) immediately. To be effective, the notification must include:

1. Identify in sufficient detail the copyrighted work that you believe has been infringed upon or other information sufficient to specify the copyrighted work being infringed).

2. Identify the material that you claim is infringing the copyrighted work listed in item #1 above.

3. Provide information reasonably sufficient to permit us to contact you (email address is preferred).

4. Provide information, if possible, sufficient to permit us to notify the owner/administrator of the allegedly infringing webpage or other content (email address is preferred).

5. Include the following statement: "I have a good faith belief that use of the copyrighted materials described above as allegedly infringing is not authorized by the copyright owner, its agent, or the law."

6. Include the following statement: "I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed."

7. Sign the paper.

8. Send the written communication to the following address:

Designated Agent for Claimed Infringement:
Contact: Bas Kruijssen
Address: Reduitlaan 33, 4818 AA Breda, The Netherlands.
Email: info@kwettr.com

You acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from our services without liability to you or any other party.

8. Disclaimer of Warranties

ALL MATERIALS AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SERVICES FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

THE SERVICE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS AND SERVICES INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.

THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

9. Limitation of Liability

IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THESE SERVICES OR OF ANY WEB SERVICES REFERENCED OR LINKED TO FROM THESE SERVICES.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THESE SERVICES OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THESE SERVICES, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THAT EVENT, WE SHALL BE ENTITLED TO THE MAXIMUM DISCLAIMERS AND LIMITATIONS ON DAMAGES AVAILABLE AT LAW OR IN EQUITY IN SUCH PARTICULAR CIRCUMSTANCE.

10. Indemnification

Upon a request by us, you agree to defend, indemnify, and hold us and our Affiliates, officers, directors, employees and agents harmless from all liabilities, claims, and expenses, including attorneys’ fees, that arise from your use or misuse of these services. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defences.

11. Security and Password

You are solely responsible for maintaining the confidentiality of your password and account and for any and all statements made and acts or omissions that occur through the use of your password and account. Therefore, you must take steps to ensure that others do not gain access to your password and account. Our personnel will never ask you for your password. You may not transfer or share your account with anyone, and we reserve the right to immediately terminate your account if you do transfer or share your account.

12. Termination of Use

You agree that we may, in our sole discretion, terminate or suspend your access to all or part of the services with or without notice and for any reason, including, without limitation, breach of these Terms of Use. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities.

Upon termination or suspension, regardless of the reasons, therefore, your right to use the services available on these services immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or these services. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension.

13. Governing Law

These services (excluding any linked service) are controlled by us from our offices within Breda, The Netherlands. Statutes and laws of The Netherlands are applicable to all services, deliverables and delivered works by Kwettr B.V..

14. Notices

All notices to a party shall be in writing and shall be made either via email or conventional mail. Notices to us must be sent to the attention of Customer Service at info@kwettr.com, if by email, or at Kwettr B.V. Reduitlaan 33 4818 AA Breda, The Netherlands.

15. Entire Agreement

These terms and conditions constitute the entire agreement and understanding between us concerning the subject matter of this agreement and supersede all prior agreements and understandings of the parties with respect to that subject matter. These Terms of Use may not be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by you and us. To the extent that anything in or associated with these services is in conflict or inconsistent with these Terms of Use, these Terms of Use shall take precedence.

16. Miscellaneous

In any action to enforce these Terms of Use, the prevailing party will be entitled to costs and attorney’s fees. Any cause of action brought by you against us or our Affiliates must be instituted with one year after the cause of action arises or be deemed forever waived and barred.

You may not assign your rights and obligations under these Terms of Use to any party, and any purported attempt to do so will be null and void. We may free assign our rights and obligations under these Terms of Use.

You agree not to sell, resell, reproduce, duplicate, copy or use for any commercial purposes any portion of these services, or use of or access to these services.

In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products and services available through our services arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labour disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

Any failure by us to enforce or exercise any provision of these Terms of Use or related rights shall not constitute a waiver of that right or provision.

17. Contact Information

Except as explicitly noted these services are offered by Kwettr B.V., located at Reduitlaan 33 4818 AA Breda, The Netherlands. Our telephone number is +31-765209805. If you notice that any user is violating these Terms of Use, please contact us at info@kwettr.com.

By using or accessing Kwettr.com services, you agree that we can collect and use such content and information in accordance with the Privacy Policy as amended from time to time. 

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