bnoisy |

bnoisy.com User Agreement

1. Our Services

1.1 bnoisy.com

Our website, bnoisy.com, is an online music portal which allows artists to promote their music. Users can access our services through our website at http://www.bnoisy.com

1.2 Membership

Our website is accessible to the public and non-registered users may browse through its content.

By using our website, you agree to be bound by this Agreement whether you are a Visitor (which means that you simply browse our website) or you are a Member (which means that you have registered as a user on our website). The term User refers to a Visitor or a Member.

Only Members may upload certain types of music and content onto our website. To become a Member, you must first register your details on our website. Membership is free.

Visitors on our website are still bound by clauses in this Agreement. If you do not agree to these conditions, you should not use our website.

1.3 We may change our fees

Membership and usage of our website is free. However, we reserve the right to alter our fees policy and charge fees at any time. Members will be notified of any new fees before they are incurred.

2. How to become a member

Joining bnoisy.com is free. To register, simply follow the "sign up" link on our website.

2.1 Membership requirements

To become a member of bnoisy.com, you must have the capacity to form legally binding contracts that are enforceable against you. Different jurisdictions have different minimum ages and other legal requirements. If in doubt, please seek legal advice in your jurisdiction.

By registering as a member, we presume that you have the capacity to form legally binding contracts.

If you register as a corporation, body corporate, partnership, unincorporated association or similar entity in your jurisdiction, you guarantee that you have the authority act on its behalf and enter it into legally binding contracts.

2.2 You must provide accurate details

When you register or use our services, you will be asked to provide us with some personal information. You must ensure that any information you provide is complete, accurate and current.

You must update this information to ensure that it is kept current.

You must not register as a member under multiple identities or aliases.

We may contact you to verify your details at any time.

We are not responsible for any loss or damage that may occur because you have not provided us with complete or accurate information.

2.3 We may terminate your membership

We reserve the right to decline to register your membership or terminate your membership at any time. We may do this for any reason, including if:

you breach this Agreement
we receive a serious complaint about you from other members
you impersonate another member; or
we deem your behaviour to be unacceptable.

Members who have registered under multiple aliases will have all of their memberships terminated.

2.4 You must keep your information secure

You are responsible for keeping your login information, including your email address and password, secret and secure.

We recommend that you change your password frequently.

2.5 Prohibited conduct

bnoisy.com aims to provide a safe, fair and efficient website for our Users. To achieve this, we have strict guidelines on prohibited conduct on our website. Prohibited conduct includes:

Providing false or misleading information;
Uploading content which infringes upon third parties copyright or other intellectual property rights;
Offensive conduct - using obscene, offensive or defamatory language towards other Users;
Site manipulation - attempts to interfere with the operation of the bnoisy.com website (eg the use of automated bots, bidding scripts or denial of service attacks).

2.6 Actions we may take

If a Member engages in prohibited conduct, bnoisy.com may respond by:

issuing a warning;
suspending the Member's account;
terminating the Member's account;
notifying the relevant government authorities; and
any other action necessary (including legal action).

3. Users and uploading content

Your obligations as a User are explained below.

3.1 Uploading of content

Users must be legally able to distribute any content they upload on bnoisy.com. Users must ensure that any content they upload is accurate, able to be distributed at law and not misleading or offensive.

Content on our website is not pre-screened by us. Therefore, bnoisy.com reserves the right to remove any content that it deems unsuitable or in breach of the User Agreement.

3.2 Prohibited content

You must not upload illegal or other prohibited content, which include content that:

is prohibited by law;
is offensive (including anything of a defamatory, racially or ethnically objectionable nature);
infringes copyright or other intellectual property rights;
is stolen.

Users are responsible for ensuring that their content is not prohibited before uploading it to our website.

3.3 Tax issues

All tax obligations are the responsibility of the User (as determined by the parties and relevant law).

3.4 Users are responsible for their own content

Users are solely responsible for the content which they upload and the consequences of uploading it. In particular, you represent and warrant to us that:

you own or have the necessary licenses, rights, consents, and permissions to use and distribute the content you upload on our website; and
you have the written consent, release or permission of each identifiable person in your content uploaded to use the name or likeness of each person to enable use of the content in the matter contemplated by our website.

3.5 Copyright and intellectual property rights

You further agree that in connection with your uploaded content, you will not:

submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights (unless you are the owner of these rights or have permission from their owner);
submit material that is unlawful, obscene, defamatory, libelous, harassing, hateful, offensive or encourages conduct that would be considered a criminal offence, give rise to civil liability, violate any law, or is otherwise inappropriate;
post advertisements or solicitations of business; or
impersonate another person.

3.6 Action by copyright owners

If you are a copyright owner or owner of other intellectual property rights, and you believe that any Users’ content infringes upon your copyright or other intellectual property rights, you should notify us as soon as possible. In particular, you should provide details of:

the copyrighted work (or other intellectual property rights) claimed to have been infringed;
the User’s content that is claimed to be infringing and information reasonably sufficient to permit us to locate the content (eg the URL);
information reasonably sufficient for us to contact you, such as an address, telephone number, and, if available, an electronic mail; and
a statement that you have a good faith belief that use of the content is not authorised by the owner of the intellectual property rights, its agent, or the law.

If you provide these details and we deem your claim to be reasonable, we will remove the content as soon as reasonably possible from our website.

3.7 Your content and ownership rights

For the avoidance of doubt, you retain all of the ownership rights in your uploaded content. However, by uploading your content to our website, you grant us a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to us to use, reproduce, distribute, display and perform the content in connection with our website and bnoisy.com’s (and our Associate’s) business.

4. Liability, warranties and indemnities

4.1 Use bnoisy.com at your own risk

Your use of bnoisy.com is at your own risk. Content on the website is presented "as-is". As a result we have no control over, or liability for the:

quality, safety or legality of the content listed; or
truth or accuracy of the contents listed.

4.2 Things to be aware of

You should be aware that there are risks when dealing with people online. This may include the risk of transacting with foreign nationals, underage members or people acting under false pretences.

You agree that the Internet can be an unstable and sometimes insecure place. At times our services may not be available due to technical difficulties or other matters beyond our control. In these circumstances, we accept no responsibility for any loss or damages.

4.3 No liability or warranty

We provide our services without any warranty or guarantee, other than those warranties implied by law. We are not responsible for any loss, liability or damage resulting from your use of our services.

We do not guarantee continuous, uninterrupted or secure access to our services. While we endeavour to keep our website operational, it may be interfered with by numerous factors outside of our control.

We are also not responsible for any content uploaded by our Users. As we have no control over our Users, we have no liability for the content uploaded by Users or any misrepresentations made by them.

4.4 Liability for damages excluded

Except as required by law, our liability is excluded in respect of any and all loss or damage, whether direct or indirect, including:

loss of profits;
loss of data;
loss of business or anticipated savings;
general and special damages; and
incidental or consequential damages (however arising, including negligence and recklessness).

4.5 Limitation of our liability to you

If we are held liable to you by operation of law or otherwise, we expressly limit out liability to:

the replacement of the any content supplied or the supply of equivalent content; or
a full refund of any fees you have paid to us.

4.6 Indemnity

You agree to release, indemnify and discharge any actions, claims or liabilities (including legal costs and expenses) that:

you may have against us or our associates regarding the use or provision of our services;
third parties may have against us or our associates because of acts or omissions committed by you (including any infringement of intellectual property); and
third parties may have against us or our associates because you have breached this Agreement.

5. Notices

5.1 When we will contact you

You agree that we can contact you at any time regarding:

our services;
your membership;
transactions you have been involved in;
your conduct on our website;
this Agreement or amendments to this Agreement; or
other matters incidental to the operation of bnoisy.com.

5.2 Form of notice

Notices will normally be sent by email (unless as explicitly stated otherwise). However, we may also deliver notice:

personally;
by fax; or
by mail.

5.3 Notices given by email

Notices are deemed delivered if sent to the email address listed in your membership details. You provide us with this address during registration and may change it later. You must ensure that we have your valid email address on our records at all times.

5.4 Notices given by mail

Notices are deemed delivered if sent to the mailing address listed in your membership details. You provide us with this address during registration any may change it later. You must ensure that we have your valid mailing address on our records at all times. Notices sent by mail are deemed received 3 days after the date of mailing.

6. Privacy Policy

bnoisy.com cares strongly about your right to privacy. For more information, please read our Privacy Policy.

7. General

7.1 This is the entire agreement

This Agreement is the final and entire agreement. It supersedes anything previously said or written about its subject matter.

7.2 What is the governing law?

This Agreement is governed by the laws of New South Wales, Australia, without regard to the principles of conflicts of laws. Any disputes are subject to the jurisdiction of the courts of New South Wales, Australia.

7.3 How to interpret headings

Headings are for convenience only. They do not affect how a clause is interpreted.

7.4 No agency relationship

You and bnoisy.com are independent contractors. No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.

7.5 What happens if a clause is severed?

If a clause in this Agreement is held to be unenforceable:

it is automatically replaced by an enforceable clause with the closest meaning; and
the other clauses in the Agreement remain unaffected.

7.6 General compliance with laws

You agree to comply with all applicable laws, statutes, ordinances and regulations regarding the use of our services.

7.7 Assignment

You may not assign your rights or obligations under this Agreement without the prior written consent of us.

We may assign our rights or obligations under this Agreement to any party without your consent.

7.8 Variation of this Agreement

We may vary this Agreement at any time and for any reason. If we do so and you do not agree to the terms of this new agreement, you have a period of 21 days to notify us that you wish to terminate your Membership.

8. Definitions

8.1 Parties to this Agreement

"You" refers to Users of our website (either Members or Visitors), your successors and assigns.

"We", "our", "us" and bnoisy.com refer [bnoisy.com Pty Ltd], our subsidiaries, parents, successors and assigns.

"Associates" means our shareholders, directors, officers, employees, agents and representatives.

8.2 Other terms used in this Agreement

$ All dollar amounts are in Australian dollars.

"Agreement" means this entire agreement, as described in clause 7.1 ("This is the entire agreement").

"Member" means a person who is registered on our website, in accordance with the terms of this Agreement.

"Notice" means a notice that is given in accordance with clause 5 ("Notices").

"User" means a Visitor or a Member.

"Visitor" means anyone who uses our website or services, but who is not a registered Member.