NovBee Limited - Terms and Conditions of Use
Effective date: July 25, 2022
This Agreement is between you and NovBee Limited, and includes any additional terms and conditions posted by NovBee Limited through the Platform, or otherwise made available to you by NovBee Limited. You acknowledge that you have read and agree to this Agreement. If you do not agree with (or cannot comply with) this Agreement, you may not access or use the Platform.
You and any other individuals accessing or using the Platform are each referred to individually as a “User” and "Voter". In order to use the Platform, you must (1) be of legal age to enter into this Agreement, and (2) have the power to enter a binding contract with us and not be barred from doing so under any applicable laws, rules or regulations. If you are an individual accessing or using the site on behalf of, or for the benefit of, any corporation, partnership or other entity with which you are associated (an “Organization”), then you are agreeing to this agreement on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to this Agreement. References to “you” and “your” in this Agreement will refer to both the individual using the Platform and to any such Organization.
Any references to “NovBee Limited” in these Terms will be deemed to include any NovBee Limited. affiliate, i.e., any entity that directly or indirectly controls, is controlled by, or is under common control with NovBee Limited.
2. Changes to the Agreement
On rare occasions, we might amend the Agreement by publishing a new version of it on the Platform. When such changes are significant, we will give you further notice in the manner that is most appropriate given the situation, such as by prominently displaying a notice on the Platform or sending you an email. Any changes to the Agreement will be considered accepted if you continue to use the Platform after they have been made. This Agreement was last modified as indicated by the "Last Updated" legend above.
Our Role and Service
We may make available the ability for you to connect with other Users for the purpose of providing, or being provided, various types of music-related services and products, including but not limited to composing, performing, recording, editing, mixing, producing, or designing visual content. Such services are provided by a User (in such capacity, “Creator”) to another User (in such capacity, “Recipient”). Additionally, users and production participants can cast votes for the alternatives and options they like at each phase in the production process. including, but not restricted to, sound production, sound design, mixing, and mastering.
The User agrees that, except for death and personal injury arising from the negligence of NovBee Limited, UNovBee Limited. shall not be liable in contract, tort, negligence, statutory duty or otherwise, for any loss or damage whatsoever arising from or in any way connected with this contract, including without limitation, damage for loss of business, loss of profits, business interruption, loss of business information, or any other pecuniary loss (even where NovBee Limited. has been advised of the possibility of such loss or damage).
Using The Site
A. Permission to Use the Site: We grant you permission to use the Site subject to the restrictions in these Terms. We may terminate your permission to use the Site for any conduct that we consider to be inappropriate, or for your breach of these Terms, including the Restrictions listed in paragraph 4. Your use of the Site is at your own risk, including the risk that you might be exposed to content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate.
B. Site Availability: The Site may be modified, updated, interrupted, suspended or discontinued at any time, for any or no reason, without notice or liability to NovBee.
C. User Accounts: You may need to register to use part of the Site. We may reject or require that you change any user name, password or other information that you provide to us in registering. Your user name and password are for your personal use only and should be kept confidential; you are responsible for any use of your user name and password, and you agree to promptly notify us of any confidentiality breach or unauthorized use of your user name and password, or your Site account. We reserve the right to close your account at any time, at our sole discretion, for any reason whatsoever. Furthermore, we reserve the right to reveal your identity (including whatever information we know about you) in the event of a complaint or legal action arising from any message posted by you or when necessary to protect safety and security.
A. Responsibility for Your Content: You alone are responsible for the content of your messages, and you agree to indemnify and hold harmless NovBee Limited and our agents with respect to any claim based upon the transmission of your message(s) and/or posting(s). We reserve the right to remove any messages for any or no reason whatsoever.
B. NovBee Limited’s Right to Use Your Content: By posting messages, uploading files, inputting data, or engaging in any other form of communication through this Site, you are granting NovBee Limited a royalty-free, perpetual, non-exclusive, unrestricted, fully transferable, worldwide license to: (1) use, copy, sublicense, adapt, transmit, publicly perform, or display any such communication; and (2) sublicense to third parties the unrestricted right to exercise any of the foregoing rights granted with respect to the communication. The foregoing rights shall include the right to exploit any proprietary rights in such communication, including but not limited to rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction.
C. Ownership: All material on the Site, including, but not limited to, text, data, graphics, logos, button icons, images, audio clips, video clips, links, digital downloads, data compilations, and software is owned, controlled by, or licensed to NovBee Limited
and is protected by copyright, trademark, and other intellectual property rights. Material on the Site is made available solely for your personal, non-commercial use and may not be copied, reproduced, republished, modified, uploaded, posted, transmitted, or distributed in any way, including by e-mail or other electronic means, without the express prior written consent of NovBee Limited in each instance. You may download material intentionally made available for downloading from the Site for your personal, non-commercial use only, provided that you keep intact any and all copyright and other proprietary notices that may appear on such materials.
You must adhere to and/or abide by the following guidelines when using the website (including, without limitation, any bulletin boards, chat rooms, or other online services provided on this Site). We don't go over every message or check the veracity or correctness of the material submitted. We do not routinely review the postings for content, and we are not liable for any of the postings' content. We make no claims or warranties about the truth, accuracy, completeness, or applicability of any posted message or material. The opinions expressed in the posts are not those of NovBee Limited, its labels, or any other person or organization connected to NovBee Limited. We invite you to tell us if you find any postings to be inappropriate. If we believe removal is necessary, we will make every attempt to remove offensive information. Please be aware that any removal or alteration of a posting is a manual procedure and may take some time.
A. You agree not to, and will not assist, encourage, or enable others to use the Site to:
i. Post any material that is knowingly false and/or defamatory, inaccurate, abusive, vulgar, obscene, profane, hateful, harassing, sexually oriented, threatening, invasive of anyone’s privacy, or otherwise in violation of any law;
ii. Post or transmit any material in violation of a third party’s copyright or other intellectual property or proprietary rights;
iii. Post or transmit any information or software that contains a virus, worm, defects, Trojan horses or other items of a harmful, disruptive or deleterious nature;
iv. Engage in commercial activity (including, but not limited to, sales, contests or sweepstakes) without NovBee Limited’s prior written consent;
v. Solicit, request or collect personal information for commercial or unlawful purposes;
vi. Solicit personal information from minors;
vii. Send bulk emails, surveys, or other mass messaging whether commercial in nature or not;
viii. Engage in keyword spamming, or otherwise attempt to manipulate the Site’s search results; or
ix. Impersonate any other individual or entity.
B. You also agree not to, and will not assist, encourage, or enable others to:
i. Restrict or inhibit any other user from using and enjoying the Site (for examples, by means of hacking or defacement);
ii. Utilize any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape or index any portion of the Site;
iii. Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Site or on any materials printed or copied from the Site;
iv. Record, process or mine information about other users;
v. Reformat or frame any portion of the Site;
vi. Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on NovBee Limited’s technology infrastructure or otherwise make excessive traffic demands of the Site;
vii. Attempt to gain unauthorized access to the Site, user accounts, computer systems or networks connected to the Site through hacking, password mining or any other means;
viii. Use any device, software or routine that interferes with the proper working of the Site, or otherwise attempt to interfere with the proper working of the Site;
ix. Use the Site to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Site; or
x. Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use or copying of Site content or features that enforce limitations on the use of the Site.
The Site may include links to other websites or applications (each, a “Third Party Site”). Unless otherwise noted, NovBee Limited does not operate, control or endorse any information, products, or services on any Third Party Site. You agree that we are not responsible for the availability or contents of any Third Party Sites and that your use of any Third Party Site is at your own risk.
You agree to indemnify, defend and hold harmless NovBee Limited and its affiliated companies, officers, directors, employees, agents, licensors, and suppliers from and against all losses, expenses, damages, and costs, including but not limited to reasonable attorneys’ fees, resulting from (i) your access to or use of the Site, (ii) your violation of the Terms, (iii) your use of any products or services purchased or obtained by you in connection with the Site, or (iv) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. NovBee Limited reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you.
Copyright Infringement Issue
NovBee Limited respects the intellectual property of others and takes the protection of copyrights and all other intellectual property very seriously, and we ask our Users to do the same. Infringing activity will not be tolerated on or through NovBee Limited. The Company’s intellectual property policy is to (a) remove material that the Company believes in good faith, upon notice from an intellectual property owner or his or her agent, is infringing the intellectual property of a third-party by being made available through NovBee Limited; and (b) remove any Contributions Posted to NovBee Limited by “repeat infringers.” The Company considers a “repeat infringer” to be any User that has Posted Contributions to NovBee Limited and for whom the Company has received more than two (2) takedown notices compliant with the provisions of the Intellectual Property Law and Chapter 528 Copyright Ordinance with respect to such Contributions. The Company has discretion, however, to terminate the account of any User after receipt of a single notification of claimed infringement or upon the Company’s own determination.
Notice and Procedure for Making Claims of Copyright or Other Intellectual Property Infringement. It is the Company’s policy to respond promptly to notices of alleged Intellectual Property Infringement. The Company will promptly terminate your access to NovBee Limited if you are determined by the Company in its sole discretion to be a “repeat infringer” as specified in the Intellectual Property Law.
Our designated agent under the Chapter 528 Copyright Ordinance and Intellectual Property Law for the receipt of any Notification of Claimed Infringement which may be given under those Law are as follow:
If you believe that your work has been copied on the Platform in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements, including (i) a description of the copyrighted work that has been infringed and the specific location on the Platform where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
Rules For Promotion
Void Where Prohibited
Although this Site is accessible worldwide, not all products or services discussed or referenced on this Site are available to all persons or in all geographic locations. NovBee Limited reserves the right to limit, in its sole discretion, the provision and quantity of any product or service to any person or geographic area it so desires. Any offer for any product or service made in this Site is void where prohibited.
Please Read This Section Carefully
It limits the liability of NovBee Limited and its subsidiaries, affiliates, and licensors. each of these subsections below only applies up to the maximum extent permitted under applicable law. nothing herein is intended to limit any rights you may have which may not be lawfully limited.
A. the site is made available to you on an “as is”, “with all faults” and “as available” basis. your use of the site is at your own discretion and risk. NovBee Limited makes no claims or promises about the quality, accuracy, or reliability of the site, its safety or security, or the site content. accordingly, NovBee Limited is not liable to you for any loss or damage that might arise from your use of the site.
b. NovBee Limited expressly disclaims all warranties, whether express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. you assume total responsibility and risk for your use of the site.
C. NovBee Limited, its affiliates, and its sponsors are neither responsible nor liable for any direct, indirect, incidental, consequential, special, exemplary, punitive, or other damages arising out of or relating in any way to the site or any third party site. your sole and exclusive right and remedy in case of dissatisfaction with the site, related services and/or any third party site shall be your termination and discontinuation of access to, or use of the site.
D. NovBee Limited does not warrant that the functions contained on the site will be uninterrupted or error-free, that defects will be corrected, or that the site or any third party site, or the servers that make them available, are or will be free of viruses or other harmful components.
E. NovBee Limited does not warrant or make any representations regarding the use or the results of the use of the materials on the site or any third party site.
F. NovBee Limited makes no representations or warranties regarding how often the materials or information posted on the site will be updated (if at all) or the number or identification of the recording artists or other individuals (if any) that will be featured on the site.
Choice Of Law and Venue
These Terms shall be governed by, and construed in accordance with, the laws of Hong Kong, exclusive of its choice of law rules. Each party submits to the exclusive jurisdiction of the courts sitting in Hong Kong and waives any jurisdictional, venue, or inconvenient forum objections to such courts. Each party further agrees as follows: (i) any claim brought to enforce these Terms must be commenced within two (2) years of the cause of action accruing; (ii) no recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees; and (iii) any claim must be brought individually and not consolidated as part of a group or class action complaint.
Changes to Platform
We reserve the right to change, suspend, or discontinue all or any part of the Platform at any time without prior notice or liability.
A. In the event that any of the provisions of the Terms are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect.
B. The Terms contain the entire agreement between you and us regarding the use of the Site, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms.
C. We may provide you with notices, including those regarding changes to the Terms by email, regular mail or communications through the Site.
D. Any failure by NovBee to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
E. The only way for you to assign, transfer, or sublicense the Terms is with NovBee's prior written approval; nevertheless, we are free to do so without your consent. Any attempted assignment that violates the Terms shall be invalid.
F. The section headings in the Terms are just used for convenience and have no binding or enforceable effect.