Terms and Conditions

1. Interpretation

The definitions and rules of interpretation in this clause apply in this Agreement.
1. “Customer”, “You” or “Your”: you, who we agree to provide the Services for from time to time.
2. Fees: the fees payable by You to Lime Blue Music Ltd for the Services and the software.
3. Lime Blue Music Ltd, Our, Us or We: Lime Blue Music Limited, a company registered in England.
4. Services: Neighbouring Rights Performer Collection, Neighbouring Rights Label Collection, & Music Sync Submissions (as more particularly described on the Site) provided by Lime Blue Music Ltd to You under this Agreement together with other services as may be agreed from time to time.
5. Site: www.limebluemusic.com (or such other website as we may notify to you).
6. Software: the Limelight & Rightsware Systems software provided by Lime Blue Music Ltd as part of the Services.
7. Your Data: the data inputted by You, or by Lime Blue Music Ltd on Your behalf, for the purpose of using the Services or facilitating Your use of the Services.
Clause headings shall not affect the interpretation of this Agreement.
Words in the singular include the plural and vice versa.
A reference to a statute or statutory provision is a reference to it as in force from time to time.
For all intents and purposes, Lime Blue Music Ltd shall be considered a “processor” acting on behalf of You who shall be considered a “controller” pursuant to the European Union’s General Data Protection Regulation (“GDPR”).

2. Use

Use of the Site, the Software and the Services is provided to You subject to these terms, conditions and any guidelines, rules or operating policies that Lime Blue Music Ltd may establish and post on the Site from time to time (the “Agreement”), to the exclusion of any other term or condition. We may update this Agreement, or discontinue or revise any or all aspects of the Services, at our sole discretion; changes become effective upon posting a revised Agreement on the Site.

3. Description of Services

The Neighbouring Rights Collection services are provided as per the signed Neighbouring Rights Agreement contract.

4. Services

Subject to (i) You purchasing the Services; (ii) clause 5.1; (iii) the restrictions set out in this clause 4; and (iv) the other terms and conditions of this Agreement, Lime Blue Music Ltd grants You a non-exclusive, non-transferable right to access the Software and use the Services solely for Neighbouring Rights Collection and managing Your Data.
You shall not access, store, distribute or transmit any viruses, or any material during Your use of the Services that (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (vi) causes damage or injury to any person or property. Lime Blue Music Ltd may, without liability, disable Your access to any Service that breaches this clause.
You shall not:
1. Except as allowed by applicable law that cannot be excluded by agreement and except as expressly permitted under this Agreement:
  1. Attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
  2. Attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software / Lime Blue Music Ltd system.
2. Access any part of the Services to build a product or service which competes with the Software or the Services.
3. Use the Services to provide services to third parties.
4. Subject to clause 17.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, commercially exploit, or otherwise make the Services or Software available to any third party except as authorised by Us.

5. Charges and Payment

You shall pay the Fees to Lime Blue Music Ltd for the tools, systems, or Services you order. All amounts and Fees are payable in UK Pounds Sterling (GBP) and:
Are non-cancellable and non-refundable unless Your account is terminated by Lime Blue Music Ltd for a reason other than Your breach of this Agreement or any other contract/policy with us;
Are exclusive of VAT, which shall be added to Lime Blue Music Ltd’s invoices at the appropriate rate unless You validly claim not liable to pay UK VAT; and
Are subject to change at any time; you are responsible for reviewing the Site where the Fees are listed and remaining aware of current Fees.

6. Privacy and Security

You will at all times provide true, accurate, current, and complete information about yourself and your business/company as required.
You are responsible for maintaining the security of your account, passwords, and files, and for all users of your account and of the Services in your name. Lime Blue Music Ltd may refuse registration of, or cancel, accounts it deems inappropriate.
In using the Services, you may provide information (e.g., name, contact information). Lime Blue Music Ltd may use this and technical information about your use of the Services to tailor presentations, facilitate your movement through the Services, or communicate separately with you.

7. Lime Blue Music Ltd’s Obligations

Lime Blue Music Ltd undertakes that the Services will be performed substantially with reasonable skill and care, except to the extent of any non-conformance caused by use contrary to instructions, or by modification/alteration by any party other than Lime Blue Music Ltd or its authorised agents. If the Services do not conform, Lime Blue Music Ltd will use reasonable commercial endeavours to correct such non-conformance promptly or provide an alternative means of accomplishing the desired performance. This constitutes Your sole and exclusive remedy for breach of this undertaking.

Notwithstanding the foregoing, Lime Blue Music Ltd:
- Does not warrant that Your use of the Services or Tools will be uninterrupted or error-free, or that the information obtained will meet Your requirements; and
- Is not responsible for delays, delivery failures, or any other loss or damage resulting from transfer of data over communications networks and facilities (including the internet). You acknowledge the Services may be subject to limitations, delays and other problems inherent in such networks.

8. Customer’s Obligations

You shall:

Comply with all applicable laws and regulations with respect to the Services;
Obtain and maintain all necessary licences, consents, and permissions necessary for Lime Blue Music Ltd, Your contractors and agents to perform their obligations under this Agreement (including the Services and Tools);
Ensure that Your network and systems comply with specifications provided by Lime Blue Music Ltd from time to time; and be solely responsible for procuring and maintaining network connections and telecommunications links from Your systems to Lime Blue Music Ltd’s data centres. We are not liable for issues arising from your network or the internet.

9. Restrictions and Responsibilities

Subject to any rights under legislation implementing the EC Council Directive on the Legal Protection of Computer Programs, You will not, directly or indirectly:
1. Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of (or found at/through) the Services or any Software, documentation, or data related to the Services;
2. Remove proprietary notices or labels; modify, translate, or create derivative works; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any Software.
You represent, covenant, and warrant that you will use the Services and Tools only in compliance with this Agreement, any other signed Lime Blue Music Ltd contract, and all applicable laws (including policies/laws related to copyright, spamming, privacy, obscenity, or defamation).
You agree you will not:
1. Access or otherwise use third-party mailing lists to prepare or distribute unsolicited email to any third party; or
2. Upload, send, modify, distribute, or reproduce any copyrighted material belonging to others without prior written consent of the owner. Lime Blue Music Ltd may terminate accounts of repeat infringers upon prompt notification by the copyright owner or its agent.
The seller imposes fair-use policies and may remove the use of any products or services if it believes a user has abused such policies. Clarification can be obtained by contacting info@limebluemusic.com; users should fully understand the fair-use policies before using any services or tools.
Lime Blue Music Ltd may monitor content provided by You or Your use of the Services and may remove any content or prohibit any use if it believes it may be (or is alleged to be) in violation of the foregoing. You may not remove or export from the UK, or allow the export or re-export of, the Services or any direct product thereof (including technical data) in violation of applicable restrictions, laws, or regulations of the UK or any other applicable country.

10. Data

You own all rights, title and interest in and to all of Your Data and are solely responsible for its legality, reliability, integrity, accuracy and quality.
In the event of loss or damage to Your Data, Your sole remedy is for Lime Blue Music Ltd to use reasonable commercial endeavours to restore it from the latest back-up maintained by Lime Blue Music Ltd. We are not responsible for loss, destruction, alteration or disclosure of Your Data caused by any third party.
If Lime Blue Music Ltd processes any personal data on Your behalf in performing this Agreement, the parties record their intention that You are the data controller and Lime Blue Music Ltd is the data processor. In such case:
1. You acknowledge personal data may be transferred or stored outside the EEA or the country where You and authorised users are located to carry out the Services and our other obligations;
2. You shall ensure You are entitled to transfer the relevant personal data to Lime Blue Music Ltd so that we may lawfully use, process and transfer it in accordance with this Agreement on Your behalf;
3. You shall ensure relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by applicable data protection legislation;
4. Lime Blue Music Ltd shall process personal data only in accordance with this Agreement and any lawful instructions reasonably given by You from time to time; and
5. Each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing, or accidental loss, destruction or damage, of personal data.

11. Third-Party Providers

If You access website content of, correspond with or purchase products/services from, a third party via a third-party website accessed from a site maintained by Lime Blue Music Ltd, You do so at Your own risk. Lime Blue Music Ltd makes no representation or commitment and has no liability/obligation in relation to such content, correspondence, transactions, or contracts with any third party.

12. Proprietary Rights

You acknowledge that Lime Blue Music Ltd and/or its licensors own all intellectual property rights in the Services. Except as expressly stated, this Agreement does not grant You any rights in patents, copyrights, database rights, trade secrets, trade names, trade marks (registered or unregistered), or other rights/licences in the Services or documentation.
The Services, Lime Blue Music Ltd company names/logos and related marks are the property of Lime Blue Music Ltd or its affiliates/suppliers (the “Marks”). You are not authorised to use any Marks for advertising, publicity or other commercial manner without Lime Blue Music Ltd’s prior written consent. Your use confers no title or ownership and is not a sale of any rights; ownership remains with Lime Blue Music Ltd or its third-party suppliers.

13. Indemnity

You shall defend, indemnify and hold harmless Lime Blue Music Ltd against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with Your use of the Services.

14. Limitation of Liability

Subject to clause 13, this clause sets out the entire financial liability of Lime Blue Music Ltd (including liability for acts/omissions of employees, agents and sub-contractors) to You in respect of: (i) any breach of this Agreement; (ii) any use by You of the Services; and (iii) any representation, statement or tortious act/omission (including negligence) arising under or in connection with this Agreement.
Except as expressly and specifically provided:
1. You assume sole responsibility for results obtained from Your use of the Services and for conclusions drawn from such use. Lime Blue Music Ltd has no liability for damage caused by errors/omissions in information, instructions or scripts provided by You, or actions taken by Lime Blue Music Ltd at Your direction;
2. All warranties, representations, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law; and
3. The Services are provided on an “as is” basis.
Lime Blue Music Ltd shall have no liability if prevented from or delayed in performing its obligations by acts/events/omissions/accidents beyond its reasonable control, provided You are notified of such event and its expected duration.
We shall have no liability for alleged infringement of intellectual property rights to the extent based on:
1. A modification of the Services by anyone other than Lime Blue Music Ltd;
2. Your use of the Services contrary to instructions; or
3. Your use of the Services after notice of alleged or actual infringement.
The foregoing states Your sole and exclusive rights and remedies, and Lime Blue Music Ltd’s entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
Nothing in this Agreement excludes the liability of Lime Blue Music Ltd:
1. For death or personal injury caused by Lime Blue Music Ltd’s negligence; or
2. For fraud or fraudulent misrepresentation.
Subject to clauses 14.2 and 14.6:
1. Lime Blue Music Ltd shall not be liable for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss/corruption of data or information, pure economic loss, or any special, indirect or consequential loss, costs, damages, charges or expenses however arising; and
2. Lime Blue Music Ltd’s total aggregate liability (whether in contract, tort including negligence, misrepresentation, restitution or otherwise) arising in connection with performance or contemplated performance shall be limited to the total Fees paid by You during the month immediately preceding the date of the claim.

15. Termination

Termination of the Neighbouring Rights Collection Service is as per the signed contract for those Services/Tools. On termination of this Agreement for any reason:
1. All licences granted under this Agreement immediately terminate;
2. Lime Blue Music Ltd may destroy or otherwise dispose of any of Your Data in its possession unless, within 10 days after the effective termination date, we receive Your written request for delivery of the then most recent back-up of Your Data. We will use reasonable commercial endeavours to deliver the back-up within 30 days of receipt, provided all fees/charges outstanding at and resulting from termination have been paid. You shall pay all reasonable expenses incurred by us in returning or disposing of Your Data; and
3. The accrued rights of the parties at termination, and any provision expressly or implicitly surviving termination, shall not be affected.

16. General

This Agreement constitutes the whole agreement between us and supersedes any previous arrangement, understanding or agreement relating to its subject matter. By signing up for, using or accessing the Services or the Site, you agree to these Terms and Conditions and our Privacy Policy (including cookie terms).
You acknowledge you have not relied on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether written or not) given by Lime Blue Music Ltd other than as expressly set out herein.
If any provision (or part) is found invalid, unenforceable or illegal, the other provisions remain in force. If a provision would be valid/enforceable/legal with some deletion, it shall apply with whatever modification is necessary to give effect to the parties’ commercial intention.
A waiver of any right is effective only if in writing, applies only to the addressee and to the circumstances for which it is given.
Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
You shall not, without prior written consent of Lime Blue Music Ltd, assign, transfer, charge, sub-contract or deal in any manner with any of Your rights or obligations; Lime Blue Music Ltd may do so at any time.
Nothing in this Agreement creates a partnership between the parties.
This Agreement does not confer any rights on any person not a party (including under the Contracts (Rights of Third Parties) Act 1999).
Any notice required shall be in writing and sent by first-class post to the party’s registered address or, for notices from Lime Blue Music Ltd, to Your email address notified to us from time to time.
This Agreement is governed by English law and the courts of England have exclusive jurisdiction over disputes arising out of or in connection with it.

17. Contact Us

If you have any questions concerning the Services, these Terms and Conditions or the Privacy Policy, please contact us via the normal channels on our contact page.

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