Software as a Service – Terms of Service
Last updated: April 5, 2022
Please read these Terms of Service very carefully as they constitute a binding agreement between you (in these Terms, the Client or You), and us (in these Terms, SonoSuite, We or Us) and are effective upon the registration on the Platform, available at http://sonosuite.com (hereinafter, the Platform) or the execution of the Service Agreement.
Formally, the provider of the service and responsible of the SonoSuite Platform is Sonosuite S.L., which is a limited liability Company constituted and existing under the laws of Spain, with legal address in Calle Trafalgar 10 pral 1º – 08010 Barcelona (Spain), Tax ID# ES-B17943986 and registered at the Commercial Register of Valencia at Volume 10406 – 7687, Section 95 and Sheet v-179185-2. Our contact information is +34 931 747 666 and you can reach us for any legal concerns via email at firstname.lastname@example.org.
It is important you fill out all the information required in the Setup – General Information section of the Platform as this information is an essential part of the contractual relationship between us. We made our Terms of Service as easy to read as possible, but if you have any doubt or query, please contact us by using any of the communication channels described above.
Table of Contents:
To facilitate the understanding of these Terms of Service, the following principal expressions shall have these meanings:
" Client": that's You, a music label, distributor, music aggregator or other entity that has a SaaS (Software as a Service) Agreement with Us.
¨Customer¨ : refers to any individual that accesses or makes use of a Digital Music Service.
" Digital Distribution": means the transferring by any means of data transmission or communication, through the internet, internet radio, kiosks, in-store listening posts, mobile, wireless, satellite and similar communication systems, whether now known or existing in the future, of the End User Content in multiple digital formats including but not limited to clips, permanent downloads, subscriptions, streams and timeout-downloads, ring-tones and ring-back tones and any other means.
" Digital Music Service": means any digital outlet, such as music download portals, music and video streaming services, mobile music platforms, digital (and terrestrial) radio stations, digital (and terrestrial) television networks, and mobile networks (each a " DMS", i.e.: Apple Music, Spotify, Tidal, Google Play, etc.), that enables Customers to purchase and/or listen to End User Content.
" End User": that's your client (hereinafter, the End User), which is an artist, songwriter, author, producer, agent (including royalty recipients), rights holder or others who are authorized and entitled to exploit certain music (including the composition and the recording) and to use the Platform, the Platform API or portions thereof.
" End User Content": means all intellectual property works (including without limitation musical works, recordings, video clips, ring-tones, real-tones, lyrics, logos, covers and photos) as to which the End User has the necessary exploitation rights.
" Platform": refers to the digital music supply chain and accounting platform available at http://sonosuite.com or your designated subdomain.
" Service": means the service provided by Us through the Platform, by which You can provide services to End Users including, but not limited to making the End User Content available on Digital Music Services (here, the Digital Distribution Services); Royalty Processing and Accounting; and Royalty Payouts.
2. General Conditions of the Services
2.1 The purpose of this agreement is to establish the general conditions by which We will provide the Service to You via the Platform. For information purposes, the features of the Platform include but are not limited to:
- Upload of the End User Content to the Platform for its availability on Digital Music Services.
- Selection of the channels, territories and Digital Music Services where End Users want their content to be available at.
- Optional services, including quality control, distribution, updates and storage.
- Pay directly the corresponding fees for the contracting services.
- Hosting of the End User Content.
- Qualification, transformation and transmission to Digital Music Services.
- Updating of distributed works in Digital Music Services.
- Takedown of content.
- Assigning codes (ISRC, UPC, ISWC).
- Accessing sales and usage reports of the End User Content in the Digital Music Services.
- Request out payment of the Royalties generated by the End User Content.
- Manage and receive Public Performance Rights.
- Manage and receive Reproduction Rights.
Nonetheless, We reserve the right to include new functionalities or eliminate any of the features of the Platform, to change the characteristics, design, appearance or presentation of the Platform and the Service provided these changes shall be notified correspondingly to You, in which case, if You are unsatisfied with the resulting Platform, You can terminate the relationship in the terms described in these Terms of Service.
2.2 As a consequence, the Service that We will provide to You includes in essence the following:
SonoSuite White Label Digital Supply Chain Service, which includes:
Secure web-based access to the Platform;
- Possibility to provide to End Users the following services: aggregation, storage, management, encoding and exportation of End User Content (including metadata, etc.) to Digital Music Services.
- Upon request, update and takedown of Client Content and Client metadata in DMS.
- Provision of these services using your own brand, only with the limitations described below.
- Control Quality (QC) by You or by SonoSuite.
B. SonoSuite-Aggregator Service, which includes:
- Distribution of End User Content (including metadata, etc.) to Digital Music Services under the contracts that We have executed with Digital Music Services
C. SonoSuite-Own Contract Distribution Service, which includes:
- Distribution of End User Content (including metadata, etc.) to Digital Music Services under the contracts that You have executed with Digital Music Services
D. SonoSuite-Distribution Service via Merlin, which includes:
- Distribution of End User Content (including metadata, etc.) to Digital Music Services under the contracts that Merlin has executed with Digital Music Services
E. SonoSuite-Royalty Administration Service, which includes:
- Aggregate reporting statements generated and reported by the DMS
- Reflect such data, as provided by the DMS, in the interface of the Platform.
- Facilitate a process flow via the Platform for royalty payouts and royalty liquidation and transaction management.
3. Description of the Services
3.1 We will provide to You services known as "Software as a Service", by which you will be able to offer to End Users the Platform as a "white label digital supply chain service". Therefore, We hereby grant You a non-exclusive non-transferable, worldwide license to use the Platform in accordance with the Terms of Service set forth herein, which you undertake to have read and accepted upon the acceptance of these Terms), and solely for the purpose of offering to End Users your Digital Music Supply Chain and Royalty Administration Services, as also described herein.
Consequently, and among others, You can't use the Platform for any purpose different than established herein, You can't copy or download the Platform or any part thereof, and We reserve all rights not expressly granted to You.
3.2 Administrator Account. You shall designate an administrator who You authorize to create End User accounts and otherwise administer your interaction with the Platform. Such Administrator Account shall be used solely by You and may not be transferred or shared with any third-party. You acknowledge that you are exclusively responsible for all activity occurring under your Administrator and Client Accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Client's and end-users´ use of the Service, and your provision of services, including those related to data privacy, international communications and the transmission of technical or personal data. Any fraudulent, abusive, or otherwise illegal account activity shall constitute a basis to terminate the Services, the license granted under Section 8.2, and this Agreement.
3.3 The Digital Music Services which are available through are listed in the ¨Distribution-\>Channels¨ section. We reserve the right to add or eliminate services from this list, which shall be notified correspondingly to You.
In case You have executed a direct agreement with a DMS, You must provide the details of each of these in the configuration document that we will facilitate to You in order to distribute the End User Content to the DMS via your contract over the Platform.
4.1 By accepting these Terms of Service, You assume and undertake, essentially, the following obligations:
- The End User Content must comply with our Content Style Guide, which is available here https://support.sonosuite.com/hc/en-us/categories/204069468-Content-Style-Guide. Therefore, You are responsible for the proper and adequate uploading to the Platform of End User Content.
- As We are just providing a software as a service, You must secure and pay for all authorizations, licenses, consents, and agreements necessary in respect of End User Content.
- You are the only responsible for payment of all royalties, fees, levies and any other amounts owed to third parties (including without limitation End Users, artists, producers, composers, lyricists, publishers, collective management organizations, etc.) arising from the Client's use of the Service.
- You shall provide Us with information reasonably requested to fulfill your obligations hereunder and shall cooperate with Us to resolve technical issues relating to your or End User's use of the Platform in a mutually satisfactory, cost-effective manner.
- In case You have executed a direct agreement with one or more DMS, You shall in no event less than once every calendar month, provide Us with a report of all sales of End User Content delivered using the Platform. These sales reports must be uploaded by You via the administrator account.
- You must make sure that End User Content does not contain any material that is defamatory, racist, obscene, illegal or which infringes the rights of any third party.
- Certain DMS may have policies related to fraud and suspected fraudulent activities. You agree to search such policies and inform correspondingly to your End Users, if any, and that such policies shall be binding upon your End Users.
- In case of invoices issued on behalf of your Company, the legal and fiscal responsibility will be on your side.
4.2 Contractual Relationships with DMS. In case You have a direct relationship with DMSs, You agree to use your best efforts to include the following provisions in your separate agreements with each of them:
- The designation of the SonoSuite Platform as your online distribution platform;
- The appointment of Us as the operational and technical contact for matters relating to the digital distribution of End User Content;
Uploading to the Platform of data identical to that required pursuant section 4.1;
The DMS shall cooperate with Us to implement delivery and reporting requirements and to resolve technical issues relating to Your use of the Platform in a mutually satisfactory manner.
- Each DMS will designate a technical contact person for both reporting and delivery implementation communication with Us.
4.3 Loss of Rights. In case you do not have contractual relationships with all DMSs, if at any time during the Term, You reasonably believe that End Users, or any of the labels represented by You, don't have, or no longer have the rights necessary to authorize DMSs to make certain End User Content available, then You are obliged to withdraw, using the mechanisms therefore established within the SonoSuite platform, authorization for any use of such Client Content in DMS by raising a ¨Takedown Request¨. Following such request, SonoSuite shall use commercially reasonable efforts to cease to make available such Client Content on the DMS as directed within sixty (60) calendar days after SonoSuite's receipt of such Takedown Request.
5. Royalties and License Fees
In case You use SonoSuite´s contracts with DMSs, the following articles apply:
5.1 Payment of License Fees. In consideration of the authorizations and rights granted to SonoSuite hereunder, SonoSuite shall pay to Client, the Royalties and License Fees which are reported and paid to SonoSuite by the DMSs according to the conditions established in the Service Agreement. If SonoSuite remits payments with respect to Client Content owned by artists, related labels, affiliate labels or "sub-labels," Client assumes all responsibility for forwarding any such payments to the appropriate related Clients, artists, labels, affiliate labels or sub-labels.
5.2 Reporting. SonoSuite shall make available to Clients monthly and at the latest on the 20th (twentieth) of each month, a precise, reliable and exhaustive royalty statement of sales of the client Content on the basis of the sales information received from the DMS. This statement shall be provided to Client by means of the SonoSuite interface or API; in an Excel, txt or csv format, by e-mail, or any other format in accordance with SonoSuite ´s standard business practices.
- Excluded Streams. SonoSuite or DMS shall not be required to pay Client any License Fees or Royalties with regard to any Stream or download of Client Content that is not more than thirty (30) seconds in duration; designated as ¨Promotional use¨ in the contracts between SonoSuite and each DMS; or marked as ¨Fraudulent content¨.
- Mislabelled Content. Client understands and agrees that DMS may contain Mislabelled Content and that SonoSuite, or the DMS shall not be held liable for payments to Client or on such Mislabelled Content until the Mislabelled Content is identified and corrected or eliminated by Client.
5.3 Royalties: SonoSuite shall confirm sales amounts to Client monthly and at the latest on the 30th (thirtieth) of each month. SonoSuite shall request an invoice for the confirmed amount to Client and will pay the said invoice in accordance with SonoSuite's standard business practices. Payments will be made by electronic funds transfer (EFT) to the bank Account provided by the Client. If the amount owed does not meet a balance of €50, then such balance will be rolled into the following month.
Any costs, fees, levies or taxes related to Royalty out payments by electronic funds transfer (EFT), will be accounted for and paid by Client.
5.4 In compliance with International Copyright Law, SonoSuite will respond expeditiously to remove or disable access to material from any of these categories that has been distributed using the SonoSuite platform. SonoSuite will in these cases follow it´s Anti-Fraud Policy, which is available in the Legal section of each account on the platform.
5.5 SonoSuite may block and withhold (escrow) Royalties in any Customer or Client account that are received in connection with content that SonoSuite believes, in its sole discretion, violate the SonoSuite Service Agreement or the Agreements we have with DMS.
5.6 SonoSuite may recoup any amounts due to a Client/End User from any DMS for any fraudulent or unauthorized use of the service by withholding such amounts from future payments due to an End User.
5.7 To the extent any fraudulent and/or infringing activities are determined to be caused by the End Users' actions, any costs incurred by SonoSuite (including legal fees and expenses) in connection therewith may, in addition to other remedies, be deducted by us from any future payments due to a Client/End User.
5.8 In the royalty invoicing process, we will report back fraud or any unauthorized activity that we detected to the affected DMS before invoicing to such DMS so they can revise the content, takedown if needed and adjust the amount of royalties to be invoiced by SonoSuite to them on behalf of a Client or End User. In case the content is taken down because of fraudulent activity, a fee of €0,10 per track per channel will be billed to Client as fraudulent content takedown fee.
6.1 You undertake to pay to Us the corresponding fees, as defined in the Service Agreement.
6.2. On a monthly basis, SonoSuite shall send you an invoice which includes the Service fees according to your selected plan.
6.3 In case a Royalty Administration Fee is applied as a Revenue share, this will be calculated on the basis of the digital revenues processed during the month multiplied by the applicable Royalty Administration Fee Revenue Share percentage as specified in the Service Agreement.
6.4 In case an invoice for Service Fees or charges for other services related with this Agreement are due for more than sixty (60) days, SonoSuite reserves the right to deduct the amount of this due invoice from the Royalties and License Fees paid to compensate said invoice.
6.5 In case Client fails to pay the Service Fees or charges for other services related to this Agreement within five (5) business days of our notice to Client that payment is due or delinquent, or if Client does not update payment information upon our request, SonoSuite may suspend or terminate access to and use of the Service by Client and its´ Customers.
6.6 All payments to Us shall be made by credit card, through the designated billing interface we have created for this purpose, where you can, among other things, view your invoices, access your payment history, make payments via secure payment gateways and change credit card information (e.g. upon card renewal). According to the current regulation, You will receive an invoice upon each receipt of payment. We use a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain or use Your billing information except for processing payments for Us.
6.7 If You believe a Service Fee invoice is incorrect, You shall pay the undisputed portion of the Service Fee on a timely basis and both will cooperate in good faith to determine if any adjustment is necessary for the remaining amount. –
7. Duration and Termination
7.1 The duration of our contractual relationship is initially 12 months, unless terminated earlier in accordance with these Terms of Service. The Agreement shall renew automatically for additional 12-month periods unless You or We notify to the other the desire not to renew at least ninety (90) days prior to the expiration of the Term.
7.2 In the event of termination, You must pay all outstanding amounts to Us in a maximum period of five (5) days from the notification date. We will transfer to you any positive balance (preferably via EFT), whichever is the case, in addition, in the event of termination, the Sunset protocol will be activated in accordance with section 11. Moreover, You authorize Us to eliminate the End User Content from DMSs, suspend your account, block the access (to You and the End Users) to the Platform and hide all the files and information uploaded by You and/or the End Users to the Platform. The termination shall not affect the accrued rights and obligations of the parties at the date of termination.
7.3 Additionally, We may terminate our relationship and the Service:
- In the event You breach any term or condition established by Us (here or in any other document accepted by You) and You fail to remedy such breach within two (2) days of the date of notice from Us;
- If no new End User Content is uploaded to the Platform for a successive period of 6 (six) months, We reserve the right to terminate the relationship;
- In case you fail to pay any Royalties or Fees to any third parties according to section 4.1
- In case any outstanding balance is not paid as per Section 6, We will have the right to terminate the relationship and cease the Service.
- If You become the subject of any proceeding related to your liquidation or insolvency (whether voluntary or involuntary) which is not dismissed within sixty (60) calendar days;
- If You and/or End User Content infringe our Intellectual Property Rights.
- In case you commit any unlawful activity using the Platform or the Service.
- If at any time during this Agreement, Client is involved in any situation or occurrence which embarrasses, offends, insults or denigrates SonoSuite employees or any of its business partners.
7.4 In all cases, all costs due for any Service provided by Us until the termination date, must be duly paid by You. No refunds or credits will be provided to You if You elect to terminate the Service prior to the end of any subscription cycle.
7.5 Upon the termination of the Service we may permanently delete all files and information stored in your account and hosted by Us, including the End User Content, with the exception of any archival copies maintained in accordance with standard business practices and/or applicable law, rule or regulation.
7.6 We will not be liable to You for damages of any kind because of the termination of our relationship in accordance with these Terms of Service. Our respective rights and obligations contained in sections that by their nature are intended to survive, will survive the termination of this relationship.
7.7 Regardless the termination of the Service, You and We agree to maintain in force those contracts signed by Us with third parties before receiving the notification of termination in the event the contracts with such third parties would be still in force.
8. Intellectual Property Rights
8.1 Nothing contained herein shall be construed as granting or conferring any property rights in the Platform or any part thereof to You; therefore, We are not granting to You by means of these Terms of Service, the right to exploit our Intellectual Property Rights (including but not limited to copyright, patent, trademarks, registered marks, trade secrets and confidential and proprietary information relating thereto). All these rights are expressly reserved by Us and, as a consequence, We will retain all ownership rights to the Platform, our brands, technology, etc., together with any complete or partial copies thereof.
8.2 Services and Platform Licensing. The Services and Platform are provided and licensed to You for use during the term of this Agreement, for the entire world, on a non-exclusive basis, and solely for the purpose of offering to End Users digital music supply chain services to DMSs. This license is provided with the limitations established in section 15.
8.3. Marks, trade names or logos. Each party grants to the other a non-exclusive, non-transferable, limited license to use its trademark, trade names and/or logos, and any other rights, but solely to carry out its obligations under these Terms of Services or for sales and marketing purposes. Both parties agree to comply with any usage guidelines provided by the other in respect of the use of the other´s marks, trade names or logos.
9.1 We work very hard and invest extensive resources to avoid automated and fraudulent behaviors. For this reason, we have created a specific Anti-Fraud Policy, which is available to You and all end users in the ¨Legal¨ section of their account. When you accept these Terms of Service, you also acknowledge and accept our Anti-Fraud Policy and, therefore, You accept that, among other commitments, You will not, and will not authorize any third party to, directly or indirectly, generate automated, fraudulent, or otherwise invalid playback actions, especially in Digital Music Services.
Additionally, You undertake to make this Anti-Fraud Policy yours and, as a consequence, implement it in your own Services and require all End Users to accept and comply with this policy.
9.2 In this Anti-Fraud Policy we have implemented a 3-strike policy; therefore, please, read the policy carefully as We will be very strict in applying it.
10. Quality Control Timing (QCT)
10.1 We have the obligation to guarantee the quality of the End-User content that is provided to the DMS, therefore we apply a strict quality control to this content to ensure that it complies with the specifications and recommendations required by said DMS.
10.2 In accordance with point 4.1, first paragraph and subsequent points, You and your End Users are required to comply with the Content Style Guide and other obligations indicated. Therefore, you are responsible for informing and ensuring that the content uploaded by the end user to the platform has the highest possible quality and is free of any errors and irregularities in terms of ownership, trademark, and copyrights.
10.3 The deadlines to review the End-User content before it is distributed to the DMS vary depending on the quality of the provided End-User content. This variation depends on a Content Quality Score which is the result of an analysis of Your End-User content sent during the previous month. We measure which percentage of this content does not comply with the Content Style Guide or has any errors and irregularities in terms of ownership, trademark, and copyrights, resulting in a Content Quality Score. This Content Quality Score defines the quality control time (QCT) that will be applied to the End User Content in our Quality Control Process, according to the following breakdown:
Score from 95 to 100, category AA, deadline to review the End-User Content: up to 2 business days
Score from 80 to 94, category AB, deadline to review the End-User Content: up to 5 working days
Score from 65 to 79, category BB, deadline to review the End-User Content: up to 10 working days
Score from 50 to 64, category BC, deadline to review the End-User Content: up to 15 business days
The average of the last 3 months will serve as the final score that will be applied during the following 3 months. In periods of massive content operations, the QCT might become longer, and catalogs will be prioritized based on each client's score.
10.4 We will provide You with a monthly report in which a detailed analysis of your Content Quality Score for the previous month´s content is given, for the purpose of information and the improvement of Your Content Quality Score.
11. Sunset Protocol
11.1 The termination of our contractual relationship in accordance with section 7 will have as a consequence the termination of the Service and closure of your Administrator Account(s) and all related End User Accounts. For this situation, we have created a specific SunSet Protocol, which will be made available to you upon notification of termination of our contractual relationship. When you accept these Terms of Service, you also acknowledge and accept this SunSet Protocol will be activated upon termination of our contractual relationship and, therefore, You accept that, in such case, among others the obligations specified hereunder exist.
11.2 For shutting down the service as a consequence of the termination of our contractual relationship a 90-day Sunset Protocol applies which includes the following steps:
- End-User notification and End-User Content Takedown. Within 24 hours after the termination of our contractual relationship, you shall inform your End Users the Service made available to them under your designated subdomain will be shut down within a 3 months timeframe and their content will be taken down automatically on all DMS within 30 days of the notification.
You are obliged to send a copy of this End-User notification notice to email@example.com at the same time this notification is sent to your End-Users.
In case End Users want to takedown content immediately within this 30 day period, they can do so, using the ¨Takedown from all channels¨ button in the tab ¨6. Distribution¨ in each album.
After a 30 days period, the End Users content will be taken down automatically on all DMS, or, after mutual agreement, migrate to a designated partner of SonoSuite.
Distribution Block. The distribution channels available in the ¨Distribution¨section of the platform in your Administrator Account(s) and all related End User Accounts will be disabled immediately after the termination of our contractual relationship, so new content can not be sent to the DMS.
¨Sunset Access¨ period. End Users will be able to access the Platform to see their sales data and claim royalties for 90 additional days after the End-User notification, due to delays in royalties processing on the DMSs´ end.
Shutdown. 90 Days after the End-User notification, the Service will be terminated, access will be closed to your Administrator Account(s) and all related End User Accounts and the last royalty payment of any remaining Royalties that are due, will be made to You.
11.3 The SunSet Protocol can be provided to you at any moment during the Term of this Agreement upon your Request.
12. No Refund Policy
You agree upon the acceptance of this Agreement that we have a no refund policy on all services and products we offer.
14. Service Level
14.1. Uptime. We will do our utmost best to ensure that the Platform and the Service are accessible 98% of the year, but We cannot guarantee this. In case a failure is a result of (1) hardware, (2) internet service disruptions (3) maintenance or downtime of our provider(s) or (4) acts of God and other instances of force majeure, and (5) downtime as a consequence for routine systems maintenance, such a failure cannot be qualified as material default except in the event such failures are due to gross negligent behavior by Us.
14.2. Service Limitation. The Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. While We designed the Platform and the Service to provide a secure system, no security systems are fail-safe or immune from unauthorized intrusion; thus, You acknowledge and represent that such contingencies may occur, that You have evaluated this and accept such limitations. As a consequence, We shall not be responsible for any delays, failures, or other damage resulting from such problems and the Limited Warranty does not apply to the foregoing.
14.3. Incidences. Our technical staff receives automatic alerts from the Platform in case any incidents occur outside office hours. Recovery procedures will be executed as soon as incidences are detected.
14.4. Maintenance. You will be informed at least 2 working days prior to maintenance activities in case this these activities may temporarily disrupt the service.
14.5. Upgrades. We reserve the right to regularly perform upgrades on the Platform. Existing features may be changed and new features may be added during these upgrades.
Questions can also be logged on our online support community http://support.SonoSuite.com, in which case online feedback from one of our support staff members will be provided.
15. Warranty. Limitation of Liability
15.1 We cannot warrant to You that the Platform and the Service will meet your requirements or the requirements of the End Users. Except as expressly provided in these Terms of Service, We provide the Services and the Platform "as is" and without warranty. We disclaim all other warranties, express or implied, including the implied warranties of non-infringement, merchantability and fitness for a particular purpose. The Platform cannot be tested in every possible operating environment, therefore We do not warrant that the functions contained in the Platform will meet your requirements and of the End Users, that operation of the Platform will be uninterrupted, or that the Platform is error free. Except as set forth herein and to the extent permitted by law, all other warranties, expressed or implied, statutory or otherwise, including, but not limited to, implied warranties of merchantability, quality and fitness for a particular purpose are excluded on the part of Us. Neither Us nor any of our third-party suppliers or partners shall be liable for any injury, loss or damage, whether indirect, special, incidental or consequential nor for any lost profits, contracts, loss of data or programs, the cost of recovering such data, or incorrect, defective or faulty performance of End User Content.
15.2 You will assume all liability and defend, indemnify, and hold Us and any party, harmless for the use of the Platform and the Service.
15.3 Our liability under or in connection with the Platform and the Service (including damages) whether arising from negligence, breach of contract or otherwise shall be limited to the value of the fees paid by You to Us during the 12 months prior to the claim.
15.4 We shall not be liable for any loss of, whether arising directly or indirectly, (a) profits, (b) savings, (c) goodwill, (d) reputation, (e) revenue, (f) anticipated savings, (g) business or opportunity or (h) any other like pure economic loss; nor any special, indirect, consequential or incidental losses or damages of any kind or nature whatsoever regardless of whether in each case arising from breach of contract, warranty, tort, strict liability, negligence or otherwise, even if advised of the possibility of such loss or damage, or if such loss or damage could have been reasonably foreseen.
15.5 We respect the rights of others (including copyright, image and personality rights, etc.) and expect our clients to do the same. In compliance with the European Directive on Liability of Internet Service Providers, we will respond expeditiously to remove or disable access to material uploaded by users of the Platform and/or the Service that is claimed to infringe third parties' rights.
16.1 Non-assignment: You may not assign your account or any interest therein to any third party (including companies of your same group), without our express prior written consent.
16.2 Severability: If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in force
16.3 Notifications: Any notice that You or Us need to effectuate in connection with the development and performance of these Terms of Service shall be, whichever their object, by email at the addresses listed on your account on the Platform and, to Us, to any of the following means:
Calle Trafalgar 10 Principal 1º
08010 Barcelona (Spain)
Telephone: +34 931 747 666
16.5 Confidentiality: In the event We provide any kind of information to you (including but not limited to statistics of the Platform, performance KPIs, marketing material, etc.) You agree to treat such information as confidential and in no event shall be utilized (for its benefits or for third parties), disclosed, transmitted to third parties or made public in any way by You without our prior written agreement.
16.6 Law and Jurisdiction: Any dispute, controversy or claim arising under, out of or relating to this contract and any subsequent amendments of this contract, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be referred to and finally determined by arbitration in accordance with the WIPO Arbitration Rules. The arbitral tribunal shall consist of a sole arbitrator. The place of arbitration shall be Barcelona (Spain). The language to be used in the arbitral proceedings shall be English. The dispute, controversy or claim shall be decided in accordance with the law of Spain.