Terms and Conditions for Beatgrid Software

“Access Fee”
This means the fee (excluding any taxes and duties) is payable by you in accordance with the fee schedule set out on the Website (which Beatgrid Media may change from time to time on notice to you).

“Confidential Information”
Includes all information exchanged between the parties to this Agreement, whether in writing, electronically, or orally, including the Software but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party.

“Data”
Means any data inputted by you into the Software, either manually or automatically.

“Intellectual Property Right”
means any patent, trademark, service mark, copyright, moral right, right in a design, know-how, and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

“Software”
means the software available (as may be changed or updated from time to time by Beatgrid Media) via the Website or any other channel.

“Website”
means the Internet site at the domain www.beatgridmedia.com or any other site operated by Beatgrid Media.

“Beatgrid”
Beatgrid is the name of software owned by Beatgrid Media

“You”
means you and includes your employees, contractors, consultants, representatives agents, and any other business associated parties.

Beatgrid Media grants you the right to access and use the Software via the Website according to your subscription type. This right is non-exclusive and non-transferable and limited by these Terms.

3.1 Payment obligations
An invoice for the Access Fee will be issued to the Billing Contact each month starting 1 month from the date you created your Beatgrid Media B.V. account. All invoices will include the Access Fee for the preceding period of use. Beatgrid Media will continue invoicing you monthly until this Agreement is terminated in accordance with clause 8. A valid credit card is required for you to continue using the Service after the free trial period on a month-to-month or yearly basis. All Beatgrid Media invoices will be generated electronically and sent by email, invoices are payable within 7 days of the invoice date. You are responsible for payment of all taxes and duties in addition to the Access Fee as and when applicable in your country by-laws.

3.2 General obligations
You must only use the Software and Website for our own lawful internal business purposes, in accordance with these Terms and any notice sent by Beatgrid Media or posted on the Website.

3.3 Access conditions
You will ensure that all usernames and passwords required to access the Software are kept secure and confidential. You will immediately notify Beatgrid Media of any unauthorized use of your passwords or any other breach of security and Beatgrid Media will reset your password. – You can also reset your password from the owner administration account. As a condition of these Terms, when accessing and using the Software, you must:

• not attempt to undermine the security or integrity of Beatgrid Media’s computing systems or networks or, where the Software is hosted by a third party, that third party’s computing systems and networks;
• not attempt to gain unauthorized access to any materials other than those to which you have been given express permission to access or to the computer system on which the Software is hosted;
• not transmit, or input into the Software, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which you do not have the right to use); and
• not modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer the Software or the Website except as is strictly necessary to use either of them for normal operation.
• not use, or misuse, the Software in any way which may impair the functionality of the Software or Website, or impair the ability of any other user to use the Software or Website.

3.4 Indemnity
You indemnify Beatgrid Media against all claims, costs, damage, and loss arising from your breach of any of these terms or any obligation you may have to Beatgrid Media, including (but not limited to) any costs relating to the recovery of any Access Fees that have not been paid by you.

4.1 Confidentiality
unless the relevant party has the prior written consent of the other or unless required to do so by law:

• Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Without the prior written consent of the other, neither party will disclose or make any Confidential Information available to any person or use the same for its benefit, other than as contemplated by these Terms.
• Each party’s obligations under this clause will survive termination of these Terms.
• The provisions of clauses 4.1.1 and 4.1.2 shall not apply to any information which:
• is or becomes public knowledge other than by a breach of this clause;
• is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
• is in possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
• is independently developed without access to Confidential Information.

4.2 Privacy
Beatgrid Media maintains a privacy policy that sets out the parties’ obligations regarding data. You should read that policy at www.beatgridmedia.com/privacy/ since you will be taken to have accepted it when you accept these Terms.

5.1 General
Title to, and all Intellectual Property Rights in the Software, the Website, and any documentation relating to the Software remain the property of Beatgrid Media (or its licensors).

5.2 Data
Title to, and all Intellectual Property Rights in the Data remain your property. However, your access to the Data is contingent on full payment of the Beatgrid Media Access Fee. You must maintain copies of all Data inputted into the Software. Beatgrid Media adheres to its best practice policies and procedures to prevent data loss, including a daily system data backup regime but does not make any guarantees that there will be no loss of Data. Beatgrid Media expressly excludes liability for any loss of Data no matter how caused.

In the event, this Agreement is terminated (other than by reason of your breach), Beatgrid Media will make available to you a file of your Data within 30 days of termination if you so request at the time of termination. Beatgrid Media reserves the right to withhold your Data without notice if termination of subscription is due to your non-payment. Upon termination for cause, your right to access or use the Data immediately ceases, and Beatgrid Media shall have no obligation to maintain or forward any Data to you.

6.1 Acknowledgement:

• You are authorized to use the Software and the Website and to access the information that you access using the Software and the Website.
• If you are using the Software and accessing the Website on behalf of or for the benefit of an organization (whether a body corporate or not), then Beatgrid Media will assume that you have the right to do so and that organization will be liable for your actions or omissions (including any breach of these Terms).
• The provision of, access to, and use of, the Software is on an ‘as-is’ basis and at your own risk.
• Beatgrid Media does not warrant that the use of the Software will be uninterrupted or error-free. Among other things, the operation and availability of the systems used for accessing the Software, including public telephone services, computer networks, and the Internet, can be unpredictable and may interfere with or prevent access to the Software from time to time. Beatgrid Media is not in any way responsible for any such interference or prevention of your access or use of the Software.
• Although the system will be updated regularly – It is your sole responsibility to determine that the Software meets the needs of your business.

6.2 No warranties
Beatgrid Media gives no warranty for the Software. Without limiting the foregoing, Beatgrid Media does not warrant that the Software will meet your requirements or that it will be suitable for your purposes. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title, and non-infringement.

6.3 Consumer guarantees
You warrant and represent that you are acquiring the right to access and use the Software and agreeing to these Terms for a business. To the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Software, the Website, or these Terms.

To the maximum extent permitted by law, Beatgrid Media excludes all liability and responsibility to you (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of Data, profits, and savings) or damage resulting, directly or indirectly, from the use of, or reliance on, the Software.

From time to time Beatgrid Media employees may offer advice on user’s accounts as part of their support functions, this advice includes but is not limited to KPI calculations, formulas, and setup, this may also include changing ( but not limited to) KPIs, formulas, graphs, and reports. This advice is offered in good faith and it is the sole responsibility of you to check the impact of any advice or changes on your business, and to this end, Beatgrid Media excludes all liability and responsibility to you (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of Data, profits, and savings) or damage resulting, directly or indirectly, from the use of, or reliance on, the support changes or advice given by Beatgrid Media employees.

If you suffer loss or damage as a result of Beatgrid Media’s negligence or failure to comply with these Terms, and claim by you or your organization against Beatgrid Media arising from Beatgrid Media’s negligence or failure will be limited in respect of any one incident, or series of connected incidents to the access fees paid by you in the previous one month. If you are not satisfied with the Software, your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.

8.1 Fourteen day trial policy

When you sign up for the Service you have 14 days in which you can evaluate Beatgrid Media with no obligation to continue. Should you choose to continue using Beatgrid Media, you will be billed from the day you added your billing details to the system. If you choose not to continue with the service, Beatgrid Media has no obligation to provide you with a backup of your data and reserves the right to delete your account from the Beatgrid Media system.

8.2 No-fault termination

These Terms will continue for the period covered by the Access Fee paid in clause 3.1. These Terms will automatically continue for the same period unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period. Breach: If you:

• breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
• breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment more than 30 days overdue); or
• the paying subscriber goes into liquidation or has a receiver or manager appointed of any of its assets or becomes insolvent, or makes any arrangement with its creditors, or becomes subject to any similar insolvency event in any jurisdiction,

Beatgrid Media may take any or all of the following actions, at its entire discretion:

• Terminate these Terms and your use of the Software and the Website;
• Suspend for any definite or indefinite period of time, your use of the Software and the Website;
• Take either of the actions in sub-clauses 4 and 5 of this clause 8(3) in respect of any other persons in your organization or who have access to your information or that of your organization.

8.3 Accrued Rights

Termination of these Terms is without prejudice to the rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement you will:

• Immediately cease to use the Beatgrid Media Software and the Website.
• remain liable for any accrued charges and amounts which become due for payment before or after termination; and

8.4 Monthly & Yearly Terms

The service is billed in advance on a monthly or yearly basis and is non-refundable. There will be no refunds or credits for partial months or years of service, upgrade/downgrade accounts, or for months/years unused with an open account.

8.5 Expiry or termination
Clauses 3, 4, 5, 6, 7, 8, 9, and 10 survive the expiry or termination of these Terms.

9.1 Technical Problems:
In the case of technical problems, you must make all reasonable efforts to investigate and diagnose problems before contacting the Beatgrid Media team. If you still need technical help, please email us at support@beatgrid.co

9.2 Service availability
Whilst Beatgrid Media intends that the Software should be available 24 hours a day, seven days a week, it is possible that on occasion it may be unavailable to permit maintenance or other development activity to take place.

If for any reason A Beatgrid Media has to interrupt the Software for longer periods than Beatgrid Media would normally expect, we will use reasonable endeavors to publish in advance details of such activity.

10.1 Entire agreement
These Terms, together with the Beatgrid Media Privacy Policy and the terms of any other notices or instructions given to you under these terms, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire Agreement between you and Beatgrid Media relating to the Software and the other matters dealt with in these Terms.

10.2 Waiver
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

10.3 Delays
Neither party will be liable for any delay or failure in the performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.

10.4 No Assignment
You may not assign or transfer any rights to any other person without Beatgrid Media’s prior written consent. These Terms of Use will be governed by and construed in accordance with the laws of The Netherlands, without giving effect to its conflict of law’s provisions or your actual state or country of residence. Any claims, legal proceedings, or litigation arising in connection with the Software or website will be brought solely in The Netherlands, and you consent to the jurisdiction of such courts.

10.5 Severability
If any part or provision of these Terms is invalid, unenforceable, or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.

10.6 Notices
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been passed on transmission. Notices to Beatgrid Media must be sent to support@beatgrid.co or any other email address notified by email to you by Beatgrid Media. Notices to you will be sent to the email address which you provided when setting up your access to the Software.

10.7 Rights of Third Parties
A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.

1. The Company has entered into license agreements with third-party data providers in relation to the use of and sub-licensing of third-party data.
   
   
2. If the Services includes third-party data, then these Terms and Conditions include a sub-license for the use of the relevant third-party data, and with respect to that sub-license, the relevant provisions in the Third-Party Data End User Terms are incorporated into these Terms and Conditions.
   
   
3. If these Terms and Conditions include a sub-license for third-party data, then the following will apply: Company shall use its reasonable endeavors to extend or renew the relevant third-party data license agreement for the Term. In the event that the third-party data license agreement expires or is terminated and is not extended or renewed then the relevant parts of these Terms and Conditions will be removed from these Terms and Conditions with effect from the date of termination of the third-party data license agreement.
   
   
4. In the event of any inconsistency between the provisions of the Third-Party End User Terms and any other provisions of these Terms and Conditions then the provisions of Third-Party Data End User Terms will prevail with respect to the relevant third-party data including any provisions regarding the term of the license to the third-party data and permitted use of the third party data.

Without prejudice to its obligations under these Terms and Conditions, the Customer shall have and maintain, Commercial General Liability Insurance Policy (“CGL”) with a limit of USD 5 million, with a reputable insurance company. Upon receipt of a written request from the Company, the Customer shall submit a certificate to confirm that Customer has and maintains the required insurance policy with a reputable insurance company.

Customer will allow the Company and person(s) authorized by the Company, access to Customer’s premises, during the term and for six (6) months after the termination or expiry of these Terms and Conditions, to inspect the records maintained by the Customer in connection with the Terms and Conditions, to enable the Company to verify Customer’s compliance with the requirements of the Terms and Conditions. Customer will, at its sole cost, provide such co-operation and assistance as Company reasonably requires in relation to the performance of any inspection under this Section. If the audit reveals a material underpayment, the Customer shall be responsible for the cost of such audit.

1. Except for payment obligations, neither party will be responsible for any failure or delay in its performance under these Terms and Conditions due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, internet or telecommunications failures, shortages of or inability to obtain labor, energy, or supplies, war, terrorism, riot, acts of God or governmental action, acts by hackers or other malicious third parties and problems with the internet generally, and such performance shall be excused to the extent that it is prevented or delayed by reason of any of the foregoing.
   
   
2. The parties shall be independent contractors under these Terms and Conditions, and nothing herein will constitute either party as the employer, employee, agent, or representative of the other party, or both parties as joint ventures or Customers for any purpose.
   
   
3. The Customer authorizes the Company to use the trade name, trademark, and logo of the Customer for listing Customer in its general list of customers. The Customer also permits the Company to bring out press releases, create case studies on an anonymized basis, and will be open to provide testimonial quotes from time to time solely for Company’s marketing purposes, provided Company obtains prior written approval of the Customer-specific quotes. Company shall comply with Customer’s guidelines regarding the use of Customer’s trademarks.
   
   
4. Customer shall not have the right to assign, transfer, resell or sublicense Customer’s rights or obligations hereunder. Any attempt to assign, transfer, resell or sub-license such rights or obligations without Company’s prior written approval will be null and void.
   
   
5. If one or more of the provisions contained in these Terms and Conditions is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions will not be affected. The provisions will be revised only to the extent necessary to make them enforceable.
   
   
6. No action of the Company other than an express written waiver may be construed as a waiver of any provision of these Terms and Conditions. A delay on the part of the Company in the exercise of its rights or remedies will not operate as a waiver of those rights or remedies, and a single or partial exercise by Company of any of the rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.
   
   
7. These Terms of Use together with the Agreement and Exhibit’s will constitute the entire Agreement between the parties with respect to the subject matter hereof and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter covered herein. If there are any conflicts or inconsistencies between specific terms or conditions of these Terms of Use and the terms or conditions of the Agreement, the term or conditions of the Agreement will prevail.
   
   
8. The laws of the Netherlands will govern these Terms and Conditions. The Company and the Customer agree that any claims, legal proceedings, or litigation arising in connection with these Terms and Conditions will be brought solely in the courts of the Netherlands. No modification of these Terms and Conditions will be binding unless both parties write and sign. If any provision herein is held to be unenforceable, the remaining provisions will remain in full force and effect. All rights and remedies hereunder are cumulative.
   
   
9. Any notice required to be delivered hereunder will be deemed delivered: (a) upon delivery if delivered by courier or by hand (against receipt); or (b) three (3) days after posting, if sent by electronic mail, fax, or certified or registered mail, return receipt requested. All notices to the Company and the Customer will be sent to the address provided by each party to the other. If no address is specified for the Customer, notice will be sent to the Customer’s last known address.