TERMS AND CONDITIONS
These TERMS AND CONDITIONS (these “Terms”) shall apply to any transaction and communication between a user (“User”) of the music download service, BGMC Library (the “Service”), provided through this website, application, or any other system (collectively, the “Website”) and BGMC PTE. LTD., (“Company”), a company organized under the laws of Singapore, with its registered address at 12 EU TONG SEN STREET #07-172 THE CENTRAL SINGAPORE. User and Company are individually referred to as a “Party” and are collectively referred to as the “Parties.”
- Once User successfully creates the User Account, User may download any of musical works provided in the Service (the “Works”) in compliance with these Terms.
- User shall not share or transfer the User Account and its login information with others, and shall be responsible and liable for any and all damages caused by such a share or transfer. Provided, however, that in case User is a company, User may share the User Account with its officers or employees on need-to-use basis in compliance with these Terms.
- To use the Service, User shall pay to Company the monthly subscription fees as set forth in the Website in accordance with the payment instructions notified by Company.
- User’s payments shall not be subject to any setoff, counterclaim or deductions for taxes or fees. In no way shall Company be obliged to refund any fees Company has received.
License of Works
- During the subscription term for which User paid corresponding monthly payment, Company grants to User a non-exclusive, non-sublicensable, non-transferable, and revocable license to download and use the Works in compliance with these Terms and the laws and regulations applicable to User (the “License”).
- Under the License, User may download certain number of the Works (maximum number is designated by Company at the Website), and use the downloaded Works for the purpose of its private or business use, such as playing the Works as BGM at stores, offices, and other locations, or creating products or productions the (“Products”) by editing, rendering or re-mastering the Works or synchronizing or mixing the Works with texts, sounds, pictures, videos or other materials.
- Even after the termination of the subscription term, as far as User fully complies with these Terms and the laws and regulations applicable to User, User may continue to use the Works having been downloaded by User during the subscription term.
- User acknowledges and confirms that Company may add, change, or remove any of the Works from the Services and the Website from time to time at its sole discretion.
Limitation of Use
- User shall not to sell, store, share, or upload the Works themselves as an independent product or file at anywhere, including, but not limited to, at sharing sites or social network services.
- User shall not make the Works available on a stand-alone basis. This means, User shall not upload or distribute the Works themselves or together with only a still image, a simple panning motion, limited animations or narratives.
- User shall not use the Works in any manner which is illegal and/or in any other manner which may damage any right, interest, reputation, goodwill, function of the Services and the Website of the BGMC brand, Company and third parties.
- User shall not use the Works to provide service which competes with the Services or the Website, such as a music collection, a music library, a data base or in any other manner.
- User shall not use the Works in context of encouragement of violence, pornography, abomination, racism, hate and discrimination against any person or based on race, religion, sex, sexual orientation, community or nationality, threats, hurting the helpless, violating privacy, slander and any other illegal or insulting contents. Company reserves its full right to determine at its sole discretion whether the use of the Works constitutes a violation of this article and User hereby undertake to accept Company’ determination in this matter.
- Company may, at its exclusive discretion and without any prior notice, to block User’s access to the Website, temporarily or permanently, in case Company detects or doubts any violating activities of the Terms and the laws and regulations applicable to User.
- User shall obey and compliance with the Company’s instructions or requests to stop using the Works, the Services or the Website in case Company receives the Works, the Services or the Website might be violating any third-party rights or interests.
- User shall not use any automatic means such as software, bots, or any other technical means to search and/or download the Works in any way at the Website and/or its data server.
- User shall be solely responsible and liable for compliance of any laws and regulations applicable to usage of the Works, the Services and the Website by User and User’s related parties such as family, officers or employees.
Subscription Term and Termitation
- The minimum subscription term is one (1) month, and is automatically renewed every month unless being cancelled. User shall have the responsibility to take the cancellation actions in accordance with the instructions by Company to cancel the automatic-recurring renewal and payment of the Services.
- Company shall be entitled to forthwith terminate the subscription term and the License of User:
- If User commits a breach of its obligation under these Terms or the laws and regulations applicable to User; or
- If Company has to suspend or discontinue the Services and/or Website for the financial, business, and other reasons by giving a one (1) month prior written announcement on the Website or by any other means in writing.
- Termination or expiration of the subscription term and the License for any reason shall not release User from any liability or obligation which has already accrued at the time of the termination or expiration.
- These Terms except for the provisions of the User’s License right and monthly subscription payment obligation shall survive termination or expiration of the subscription term and the License.
- Any and all current and future right, title or interest in or to the Services, the Website, and the Works of Company and/or its affiliates, including but not limited to any music copyrights, compositions, melodies, tunes, sound, and recording, patent, copyright, design, trademark, brand names, service names and logos, domain names, trade secrets, development and marketing methods, technical information, specifications, sample, data, algorithm, program, processes, methods, technics, formulae, diagrams, drawings, illustrations, graphic segments, ideas, concepts, statistics, technologies, theories, concept, text and know-how (collectively, the “Intellectual Properties”): (i) shall remain vested in Company and/or its affiliates; and (ii) shall accrue to the benefit of, be acquired by, or otherwise be assigned to Company and/or its affiliates.
- User shall not: (i) make reverse engineering, reverse compile, reverse assemble or similar activities on the Intellectual Properties in any way; (ii) copy, transfer, modify, assign or sublicense the Intellectual Properties to a third party in a manner not in accordance with these Terms; and (iii) register and apply for a registration of the Intellectual Properties, and assert any claim of ownership of, or any claim to, any goodwill associated with the Intellectual Properties by reason of the User’s use thereof or otherwise, without the prior written consent of Company.
Relationship between Company and User
The relationship created hereby between Company and User shall be solely that of licensor and licensee. These Terms do not create a fiduciary relationship between Company and User, and Company and Customer are independent contractors and that nothing in the Terms and these Terms is intended to make either Party a general or special agent, legal representative, subsidiary, joint venture, partner, or employee of the other for any purpose. Neither Company nor User shall make any express or implied agreements, guaranties or representations, or incur any debt, in the name of or on behalf of the other or represent that their relationship is other than licensor and licensee, and neither Company nor User is obligated by or has any liability under any agreements or representations made by the other that are not expressly authorized.
User shall indemnify, defend and hold harmless Company and their representatives, affiliates, officers and employees from and against all liabilities, losses, claims, actions, costs and expenses and disbursements including attorney's fees, which arises or is alleged to arise in connection with any breach or violation of these terms and the laws and regulations of User and its representatives, affiliates, officers and employees, family, anyone on behalf of or under control of User regarding the Services, the Website, and these Terms.
User agrees that, in addition to any other remedies available, Company shall be entitled to injunctive relief in the event User is in breach of any representation, warranty, covenant or agreement contained herein to prevent such irreparable harm, loss or dilution and User shall be responsible for the expenses incurred by Company in seeking such relief, including its reasonable attorneys’ fees.
COMPANY MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, COMPLETENESS, MERCHANTABILITY, NO DEFECT, NO MALFUNCTIONS, NO OPERATION FAILURES, NO INFRINGEMENT ON THIRD PARTIES’ RIGHTS, OR THE FITNESS FOR PARTICULAR PURPOSES OF THE WORKS, THE SERVICES, THE WEBSITE, AND THE INTELLECTUAL PROPERTIES.
Limitation of Liability
- IN NO EVENT SHALL COMPANY BE LIABLE TO USER AND ANY OTHER THIRD PARTIES FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING ANY LOSS OF PROFITS ARISING FROM OR RELATING TO THE SERVICES, THE WEBSITE, THE WORKS AND THESE TERMS.
- COMPANY’S TOTAL CUMULATIVE LIABILITY TO USER AND ANY OTHER THIRD PARTIES IN CONNECTION WITH THE SERVICES, THE WEBSITE, THE WORKS AND THESE TERMS, WHETHER IN AGREEMENT, WARRANTY, TORT OR OTHERWISE, SHALL IN ANY EVENT BE LIMITED TO THE FEES PAID BY USER IN LAST TWELVE (12) MONTHS.
The Parties hereby agree to, and cause its subsidiaries, directors, officers and employees to: (i) hold any business or personal information disclosed in relation to the Services or the Website in strict confidence and to take reasonable precautions to protect such information; (ii) not make any use whatsoever at any time of such information except for the purpose to provide the Services or the Website without the prior written consent of the other Party; and (iii) not disclose or divulge any such information or any information derived therefrom to any third party, except in a lawsuit or other legal or administrative proceedings, to any governmental authority pursuant to a law, regulation, or decision or order of the court or government agencies.
- Modifications. Company has the right to modify these Terms from time to time at its exclusive discretion. Upon such modifications, Company shall publish the new Terms in the Website at least one (1) month before the effective date. In case User continue using the Services or the Website, User shall be considered as having agreed with the new Terms and the new Terms shall govern any and all relationship between the Parties thereafter.
- Entire Agreement. These Terms embody the entire agreement and understanding between the Parties with respect to the subject matter covered by this document and supersedes all prior agreements and understandings among such Parties relating to the subject matter hereof. Accordingly, these Terms may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the Parties.
- Assignment. No rights and obligations created hereunder may be assigned or sublicensed in whole or in part by either Party. Any attempted assignment which does not comply with this provision shall be deemed null and void and shall not have force or effect. Notwithstanding the foregoing, Company may assign or transfer its rights and obligations, with or without its business, in whole or in part, to related parties or third parties.
- Severability and Invalidity. In the event that any provisions of these Terms and are found to be, in whole or in part, invalid or unenforceable by a court of competent jurisdiction, the validity or enforceability of the remaining provisions under applicable law will not be affected thereby and shall remain binding upon the Parties hereto. Any such invalid or unenforceable provisions shall be substituted by a valid or enforceable provision which, in its essential purpose, comes as close as possible to the invalid or unenforceable provision.
- Waivers. The failure of Company to enforce or to exercise, at any time or for any period of time, any right or remedy arising out of or under these Terms shall not constitute, and shall not be construed as, a waiver of such right or remedy and shall in no way affect that Company’s right to enforce or exercise it at a later time.
- Interpretation. The headings in these Terms are for ease of reference only and do not affect the substance of any provision. Words denoting the singular include the plural and vice versa.
- Exhibits. All exhibits to these Terms (including webpages of the Website) are an integral part of these Terms as if fully set forth herein. All references herein to an exhibit shall be deemed to be references to an exhibit of these Terms unless the context shall otherwise require.
- Notices. Notices according to these Terms herein will be given in writing by uploading to the Website or by email to the email address User registered, and the notice made in such ways shall be deemed received by User at the time of the notice.
- Language. These Terms have been produced in the English language and any translations are for working purposes only and have no influence on the interpretation of the Terms.
- Governing Law. The validity, interpretation, and performance of these Terms shall not be governed by the provisions of the United Nations Convention on Terms for the International Sale of Goods (CISG), but shall be governed by and construed in accordance with the laws of Japan, without regard to its conflict or choice of laws principles.
- Dispute Resolution. All disputes, controversies or differences which may arise between the Parties hereto, out of or in relation to or in connection with the Services, the Website, and the Terms shall be finally settled by arbitration in Tokyo, Japan, in accordance with the Commercial Arbitration Rules of The Japan Commercial Arbitration Association.
- Effective date: April 18, 2022
- Last updated: April 18, 2022