Terms & Conditions

Last updated: 15 March, 2017

/ INTRODUCTION

These Terms and Conditions (further referred to as “Terms”) determine the use of the online application BEATSWITCH. The online application consists of the original website, any related websites and the software used to provide the application.

This use of the application includes;

/ WHAT DOES BEATSWITCH OFFER?

We don’t need to convince you on the complexity of the music industry, otherwise you would not be here. BEATSWITCH aims to resolve the needs of promoters & festivals organizers. Our platform enables promoters to manage their planning & centralise their data in real time.

/ REGISTRATION AND ACCOUNT

The convincing starts with the registration of an account. We may offer test accounts so that you can be sure that our application provides an added value to your organization. BEATSWITCH is free to determine the allocation and the extent of this test account and may withdraw or modify at any time this test account.

If you register for an account you agree to the following principles:

/ CHARACTERISTICS OF BEATSWITCH

A high level of availability. We want you to experience BEATSWITCH as trustworthy so we took every reasonable and necessary measure to guarantee a high level of availability. We cannot, however, guarantee the all-time availability, but we commit ourselves to resolve interruptions, repairs and failures within a very short term. This is an obligation of means.

In addition to the abovementioned, we guarantee our premium subscribers a monthly online availability of at least 99.98%. We consider our application and service as undisturbed if the service is not available for a maximum of two (2) consecutive hours, as a result of an error of BEATSWITCH or any of its suppliers. Any substantial inaccessibility is only compensated by way of a pro rata discount on the renewal of an account.

BEATSWITCH is not responsible for the lack of access that is due to improper behaviour of the Subscriber. It is the sole responsibility of the Subscriber to take the necessary measures that enable the access to our application. BEATSWITCH is only fully functional and effective if the Subscriber has the necessary pre-specified hardware (browser) software and telecommunication facilities available. The equipment and software used must meet the system requirements as clearly communicated by BEATSWITCH.

GOOD PERFORMANCE AND SAFE NATURE OF THE APPLICATION

BEATSWITCH is responsible for the proper operation and safe nature of its application. All reasonable and necessary technical, non-technical, organisational and juridical measures are provided by BEATSWITCH in order to answer these requirements.

We took for example all reasonable measures to protect the content of subscriber against accidental or unlawful destruction or accidental loss, modification, unauthorized disclosure and access. BEATSWITCH will create on a regular basis a backup of the data stored in the application, and determines freely the frequency of the backup. It remains the responsibility of the Subscriber to always provide an own backup of the content he has provided. We exclude our liability with regard to the costs of reproduction of mutilated or lost data.

As we depend on the use of Internet, BEATSWITCH is not able to guarantee that its services are absolutely reliable and safe. Above mentioned obligations are an obligation of means. The Subscriber acknowledges and agrees that BEATSWITCH can and will never be fully free of imperfections and that not all imperfections can be (re)covered. It is within the responsibility of the subscriber to protect his equipment, software, telecommunications- and Internet-connection against viruses, computer crime and illegal use by third parties.

REGULAR MAINTENANCE, UPDATES AND SUPPORT

We wish to keep the quality of our application high by performing maintenance activities and updates of the application on a regular basis. We may therefore limit at any time the access or use of BEATSWITCH to the extent necessary for maintenance or to perform modifications or enhancements to the application. We will inform the Subscriber at least 24 hours in advance, unless this is impossible or not useful. The above gives no grounds for compensation on behalf of BEATSWITCH.

BEATSWITCH provides the necessary support to the subscribers. We strive to provide clear and conclusive answers to any relevant question or comment so as to contribute to the solution of the problem. Questions and comments should always be made in writing via the email info@BEATSWITCH.com.

Premium subscribers can rely on a fast response that is provided by our staff or a specifically appointed third party. Support shall be granted from Monday to Friday between 10:00 and 16:00, excluding public holidays and pre-announced periods of inactivity.

/ PRIVACY AND DATA

Every subscriber of BEATSWITCH reveals some information on himself. This amount of information varies as more operations are performed, for example after registration. Depending on the quality of the information, it is possible that an individual can be identified. At that time we are collecting personal data. As we attach great value to privacy and the protection of personal privacy, we have taken the effort to inquire you on the processing of personal data in the most comprehensive manner. We kindly refer you to our Privacy Policy.

We also expect that our Subscribers value these principles in high standard. Subscribers can and will use BEATSWITCH to process personal information on their own contacts. Subscriber will be the data controller and BEATSWITCH will be a mere processor. It is the sole responsibility of the subscriber to process this information in accordance with applicable privacy legislations!

/ ACCEPTABLE USE

We would like to provide a safe and sound application but we need your help to succeed in our mission. You can help us out by just behaving in a sentiment of good faith. We do require you to refrain from any action that may jeopardise BEATSWITCH. This includes but is not limited to the following actions;

/ CONTENT MANAGEMENT

Our application is only useful when the subscriber starts adding content to BEATSWITCH. We consider content in its broadest definition, containing inter alia text, graphics, logo’s, designs, sound files etc. Subscribers may use our offered tools for the integration of content that can be extracted from other online platforms such as social media. The subscriber acknowledges and agrees that BEATSWITCH may extract and use this content when Subscriber uses these tools. We guarantee you that we only extract content that is necessary and useful for the application.Subscriber is always the sole responsible with regard to the content he may add to his account, including the extracted content. There is however one clear boundary to the added content: the content should be appropriate with regards to the aim and intentions of BEATSWITCH. This is a broad definition but will not pose a problem for a Subscriber in good faith. We have a wide discretion when assessing the content.With regards to certain topics we would like to be clear in advance that we do not accept such content:

/ INTELLECTUAL PROPERTY

We consider Intellectual Property and their derived rights as very important as it is all about a proper reward for those who made the effort. As much as we care to protect our own achievements, we want to protect yours as well. Whenever you are confronted with a possible violation of your rights on BEATSWITCH we gladly perform the necessary actions to make an end to these violations.

Do you take notice of a violation of your rights? We gladly act upon the receiving of a well-reasoned and valid notification. This may result in the removal of the concerned content and/or a limited access to the content. Please contact us at . If, however, you feel your content has been removed without reason or valid ground, feel free to contact us so we can work on a solution.

The BEATSWITCH Intellectual Property

The application BEATSWITCH is protected by Intellectual Property Rights with regards to the content, software, source code, database and suchlike. These rights are the property of BEATSWITCH and/or its licensors and remain the property of their respective owners. The use of the website does not imply a transfer of the Intellectual Property Rights towards the subscriber. Every subscriber should be aware at all time of these Intellectual Property Rights and should therefor refrain from any violations as they may lead to his liability.

BEATSWITCH wishes to create an environment that is safe for the subscriber regarding to Intellectual Property. BEATSWITCH therefore grants its Subscribers a limited, temporary, revocable and non- exclusive license to use the application as provided by BEATSWITCH, in the manner permitted by these terms. This license may not be subject of any transfer or (sub-) licensing. This license also includes the possibility to create a link to certain URL of the BEATSWITCH-website, in so far as this is considered as ‘fair use’ of this license. Such a link cannot derogate the independent, intermediary position of BEATSWITCH. BEATSWITCH can undertake every possible action in order to remove the wrongful use of a link.

Every other action than the above mentioned requires the explicit, written consent of BEATSWITCH. Upon such consent, these actions are not permitted.

The SUBSCRIBER’S Intellectual Property

Every subscriber that makes active use of the application provides quite a lot of content to the application, in all kinds of forms such as text, graphics, logo’s, designs, sound files etc. This content is the intellectual property of Subscriber or its respective owner. By providing the content to the application as a subscriber, you certify that you have the necessary rights for this purpose.

As soon as Subscriber adds content on the platform, he grants BEATSWITCH a worldwide, perpetual, non-exclusive, transferable, sub-licensable, and free of charge license to use, display, reproduce, duplicate, modify, adapt, translate and create derivative works from the content. This license regards to all types of Intellectual Property, within the boundaries of applicable law. BEATSWITCH engages to only use this content for the purposes of functioning and operation of the application and the own services. Subscriber grants towards other BEATSWITCH-Subscribers a worldwide, perpetual, non- exclusive, free of charge license to use, display, reproduce, duplicate, modify, adapt, translate and create derivative works from the content in so far this is necessary for their bona fide use of BEATSWITCH.

BEATSWITCH is not responsible if the provided content is an infringement on the Intellectual Property rights of other Subscribers or third parties. We do take the necessary action towards violating content upon the receiving of a well-reasoned and founded claim. These claims can be directed at . BEATSWITCH cannot be held responsible for Intellectual Property violations nor for any direct or indirect damage due to such violations.

/ LIMITATION OF LIABILITY

BEATSWITCH performs the role of a mere intermediary platform and can only be held liable for its obligations regarding this role. BEATSWITCH is only liable for any major or repeated minor contractual and/or non-contractual breach, including any obligation of warranty, caused in the performance of his obligations under this Agreement that may be attributed to BEATSWITCH. BEATSWITCH’s liability is restricted to direct damages up to the amount that subscriber paid in the 6 months prior to the breach of obligation. The absolute maximum amount BEATSWITCH can be held accountable for is € 500. BEATSWITCH is not liable for indirect damages such as consequential damages, lost profits, financial or commercial loss, loss of clientele, loss of reputation, loss resulting from claims of customers of the subscriber, etc. This list of examples of indirect damages tries to be complete but is far from exhaustive.

Although we are improving our technology every day, BEATSWITCH cannot provide absolute guarantees with regard to its safety and availability. Every use of BEATSWITCH remains always at own risk. In every case, BEATSWITCH is not liable for:

This includes every use of third parties that can be qualified as wrongful conduct and misconducts of the website, but is not excluded to such situations.

BEATSWITCH is not responsible for shortcomings to specific legal obligations by subscribers and is not responsible for infringements to these Terms. Every subscriber that performs an action or omission that may affect the liability of BEATSWITCH is held to safeguard BEATSWITCH and its employees, managers and directors from any claims and damages that may arise. This includes damages that BEATSWITCH may suffer such as loss of income, loss of reputation, etc. The subscriber is held to safeguard BEATSWITCH from any judicial procedures relating to this.

The liability of BEATSWITCH should be regarded in accordance with the valid legal interpretations. This should anyway be in the interpretation that leans the most towards this General Subscriber Agreement.

/ PAYMENT

Our premium subscriptions and additional functionalities (may) come(s) at a monthly or annual or fixed fee, up to the choice of subscriber. The activation of the account occurs immediately upon receipt of payment of the due fee. We refer you to our website for more information on the applied fees, characteristics and conditions. The proposed fees exclude VAT. We preserve the right to change these fees and charges at any time. These changes will only have future consequences.

We provide an efficient method of payment on our website that may be used for each payment. Because everyone has an interest in secure payments we use an external specialized partner, Stripe. By making use of a specialized partner we are sure that all the necessary security measures were taken, including the use of a closed security system. We limit the risk of a loss or theft of your identity or credit card information to a minimum. We want to emphasize that the necessary precautions are taken and will be taken in future as hazards may change.

The subscriber does not have a right of withdrawal for the service, the activation of the license, is immediately and fully performed. Subscriber acknowledges and agrees to the lack of a right of withdrawal.

/ DURATION AND TERMINATION

These conditions remain valid until termination by BEATSWITCH or Subscriber. The termination of the agreement implies that the Subscriber no longer has access to his account on BEATSWITCH. Subscriber acknowledges and accepted that the termination does not give rise to any liability on the part of BEATSWITCH nor lead to a refund of the paid fees. Termination shall be without prejudice to the payment of any due amounts.

We preserve the right to deactivate your account when we notice inactivity for more than two (2) months. The deactivation is interrupted during the premium account. The deactivation of a Subscriber does not automatically imply that the account and the relevant content are immediately and irrevocably removed. BEATSWITCH undertakes the promise not to remove this content for at least two (2) months following the deactivation.

BEATSWITCH has the right to sanction violations to this agreement, and by extension any behaviour of a Subscriber that is contrary to the good faith. We preserve ourselves a wide margin of discretion, both with regard to the violating behaviour as with regard to the appropriate sanction. In order to provide you with some idea on the sanctioning, following sanctions are regarded as most common;

/ FUTURE CHANGES

BEATSWITCH is still looking for new opportunities. That’s why our services are always evolving and we may at all times change the form and nature of our services. As a Subscriber you agree that we may create a limit on use and storage at our sole discretion at all time. We may even decide to end BEATSWITCH and its services (permanently or temporarily) at all times. BEATSWITCH may transfer its obligations onto a third party.BEATSWITCH preserves the right to unilaterally change these terms at all time. Every unilateral change will be communicated on a clear and efficient manner towards the Subscribers and will be applied at renewal of each license period, at latest three months after the communication. Subscribers have a positive obligation to take notice on a regular basis of the terms and conditions, especially in the case of a new change. There is no possibility to continue the use of BEATSWITCH under the old conditions if you do not agree with any substantial or essential changes. Subscriber is in that case free to cancel your account with us without further ado. Subscriber may apply for a pro rata refund of the paid fee.

No other deviations regarding the Terms and the Privacy Policy are considered to exist without an explicit agreed and written proof. No other general conditions of the Subscribers are considered applicable. The (sub) titles of these documents have a mere indicative value and do not grant specific rights to the Subscribers. The mere invalidity or inapplicability of one or more single clauses does not affect the validity and enforceability of the remaining provisions. BEATSWITCH has the right of first initiative to change the invalid or inapplicable clauses unilaterally.

/ FINAL PROVISIONS

This agreement is exclusively governed by Belgian legislation. Barring the rules of Brussels I- regulation and other applicable law, the courts of Antwerp (Belgium) are presumed competent. Parties agree to a cooling off period of sixty (60) days in which they try to solve their dispute informally before initiating any court proceeding. The cooling off period commences upon the receiving of a written notification.

BEATSWITCH is an active supranational actor, which implies that other jurisdictions may rule on the clauses of this agreement and a different interpretation may be applied. BEATSWITCH wishes to ensure that in such case these agreements should be interpreted strict within the legal margin of interpretation.