Terms of Use

These Terms of Use are current as of 20 Juy 2023.

Please read these terms and conditions carefully.

1. Your acceptance of these Terms of Use



1.1 These Terms of Use, together with our Policies, constitute a binding agreement (the “Agreement” or “Terms of Use”) between BandLab, and all Users who use or access the BandLab website, any BandLab mobile and desktop app, and any related players, widgets, tools, applications, data, software, APIs and platforms (collectively, the “Services”), regardless of whether you have registered a BandLab account (“Account”). We use some capitalized terms within these Terms of Use, these capitalized terms have specific meanings, please review Section 16 below to understand how these capitalized terms are defined.

1.2 Our Policies include:

1.2.1 Privacy Policy
1.2.2 Community Guidelines
1.2.3 Cookies Policy
1.2.4 Copyright Policy

In addition, certain features of the Services may have additional terms that apply when you use those features. 
If you use any of the above services, please read the relevant Sections carefully to ensure you understand your rights and obligations when you use these services.

1.3 By accessing, visiting or using the Services, you agree to be bound by the Agreement as updated from time to time. If you do not agree to any of the provisions set out in the Agreement or any of our policies set out at Section 1.2 above, you should not use the Services. We may, in our sole discretion, modify or revise the terms of the Agreement at any time. When we make any material changes to the Agreement, we will provide you with notice, including by way of displaying a notice within the NoteScience website or by sending you an email to the email address that you have provided us or a message to your Account, and the revised Terms of Use will become effective one (1) week after such notification. It is your responsibility to check this page and the NoteScience website from time to time for updates.

1.4 You represent and warrant that you have read and understood the terms of the Agreement and will abide by them, and that you are either 18 years of age or more, or the applicable age of majority or contractual capacity in your jurisdiction, or if you are under 18 years of age or the age of majority or contractual capacity in your jurisdiction, you are 13 years of age or more and have your parent(s)’ or legal guardian(s)’ permission to use the Services.

1.5 IMPORTANT! IF YOU ARE NOT 18 YEARS OLD OR OLDER, OR THE APPLICABLE AGE OF MAJORITY OR CONTRACTUAL CAPACITY IN YOUR JURISDICTION, YOU MUST GET YOUR PARENT OR GUARDIAN TO READ THESE TERMS OF USE AND AGREE TO THEM FOR YOU BEFORE YOU USE THE SERVICES OR PROVIDE ANY INFORMATION TO US. PLEASE REVIEW THIS WITH YOUR PARENT OR GUARDIAN SO THAT YOU BOTH UNDERSTAND HOW THE SERVICES WORK, AND WHAT RESTRICTIONS APPLY TO YOUR USE OF THE SERVICES.

2. Your NoteScience Account

2.1 Certain features and portions of the Services are only available or accessible to Users who have registered for an Account (“Registered Users”).

2.2 When you register an Account, you will provide us with your email address, and will choose a username and password for your Account. You must ensure that the email address that you provide is, and remains, valid. Your email address and any other information you choose to provide about yourself will be treated in accordance with our Privacy Policy. Please read our Privacy Policy to understand how you can control visibility of the information you provide when you register for an Account.

2.3 You are solely responsible for maintaining the confidentiality and security of your username and password. You will remain responsible for all use of your username and password, and all activity emanating from your Account, whether or not such activity was authorised by or on behalf of you.

2.4 If your username and/or password is lost or stolen, or if you believe that your Account has been accessed by unauthorised Third Parties, you are advised to notify us directly in writing, and should change your password at the earliest possible opportunity.

2.5 We reserve the right to disallow, cancel, remove or reassign certain usernames and permalinks in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your Account and/or access to the Services if activities occur on your Account which, in our sole discretion, would or might constitute a violation of the Agreement, or an infringement or violation of the rights, including the Intellectual Property Rights, of any Third Party, or of any applicable laws or regulations.

2.6 You may terminate your Account at any time as described in the Termination section below.

2.7 We reserve the right to require payment of fees for certain additional features of the Services. Should you elect to subscribe to these features, you shall pay all applicable fees, as described on the Services in connection with the applicable features. We reserve the right to change our price list and to institute new charges at any time, upon thirty (30) days prior notice to you, which may be sent by e-mail or posted on the Services. If you do not terminate your account within the applicable thirty (30) day period, use of the Services by you following such notification constitutes your acceptance of any new or increased charges.

2.8 If you use the Albums Service, you may have an opportunity to purchase music downloads and merchandise from Artists. These purchases are subject to the terms and conditions applicable to the Albums Service, as set forth in Section 5 below.

3. User Generated Content

3.1 Ownership: As between you and us, you retain ownership of all Content that you Submit through use of the Services (“Your Content”). We do not claim any ownership rights over Your Content.

3.2 Licence granted to us: Subject to Section 5 below with respect to Content contributed by Artists in connection with the Albums Service, by Submitting Content through the Services, you hereby grant us a worldwide, non-exclusive, royalty-free, sub-licensable and transferable licence to access, use, reproduce, distribute, publicly display, publicly perform, adapt, synchronise, prepare derivative works of, compile, make available and otherwise communicate Your Content to the public, in connection with the Services and our (and our successors’ and Related Entities’) business, including the distribution of advertising or other promotional material through the Services. You also hereby grant to us a worldwide, non-exclusive, royalty-free, sub-licensable, and transferable right to use, distribute, reproduce, copy, and display your trade marks, service marks, slogans, logos or similar proprietary rights (collectively, the “Trade marks”) solely in connection with the Services or in the marketing, promotion or advertising of the Services, including in all forms of marketing, promotion, and advertising materials now known or hereafter created.

3.3 Licence granted to other Users: Subject to Section 5 below with respect to Content contributed by Artists in connection with the Albums Service, as a User of the Services, you grant to other Users, and to operators and users of Linked Services, a worldwide, non-exclusive, royalty-free, sub-licensable and transferable licence to access, use, reproduce, distribute, publicly display, publicly perform, adapt, synchronise, prepare derivative works of, compile, make available and otherwise communicate to the public, Your Content, utilising the Sharing Functionalities of the Services available from time to time, and in accordance with the Content Sharing Settings set by you using the Sharing Functionalities.

3.4 Termination of Licences: The above licences which you grant to us and to other Users, will terminate within a commercially reasonable and practicable time after you remove or delete Your Content from the Services or within a commercially reasonable and practicable time after you terminate your Account, except (a) the above licences will not terminate in respect of Content which you Share with others (including in a band) and which they have not removed from the Services; and (b) the above licences granted by you in User comments you Submit are perpetual and irrevocable.

3.5 Linked Services: You hereby acknowledge and agree that once Your Content is distributed to a Linked Service, we are not obligated to ensure the deletion of Your Content from any servers or systems operated by the operators of any Linked Service, or to require that any user of the Linked Service deletes any item of Your Content from the Linked Service.

3.6 Your responsibility for Your Content: You are solely responsible for all Content that you Submit on or through the Services. You acknowledge and accept the terms of the Agreement (including the provisions of Section 3.9 below). You agree not to use the Services in any manner that will or could infringe on any Third Party’s Intellectual Property and you have read, understood and agreed to our Copyright Policy. We neither endorse nor assume any responsibility for Your Content.

3.7 Ownership of other Users’ Content: Any Content made available on the Services, other than Your Content, remains the property of the relevant User, and may be subject to Intellectual Property Rights. You do not acquire ownership of another User’s Content, if you merely repost that Content, or include that Content in a playlist or station. You also do not acquire any rights or permission to use another User’s Content except as stated in the Agreement. Such Content may not be downloaded, reproduced, distributed, transmitted, re-uploaded, adapted, synchronised, republished, displayed, sold, licensed, made available or otherwise communicated to the public or exploited for any purposes except through the Sharing Functionalities of the Services and in accordance with the Content Sharing Settings set by the relevant User using the Sharing Functionalities of the Services, or with the prior written consent of the relevant User. You agree not to circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict the Sharing of any Content or which enforce limitations on use of the Services or the Content therein.

3.8 Prohibited Content: You must not Submit any Content or post any other Users’ Content which:

3.8.1 is unlawful, abusive, libelous, defamatory, pornographic or obscene, or will promote or incite harassment, violence, terrorism, illegal acts, or hatred on the grounds of race, ethnicity, cultural identity, religious belief, disability, gender, identity or sexual orientation;

3.8.2 infringes a Third Party’s Intellectual Property, or which contains a Third Party’s Intellectual Property unless you have written permission from the rightful owner of the Content;

3.8.3 is contrary to the Agreement; and/or

3.8.4 violates any right of privacy, personal or proprietary right, or other common law or statutory right, or is contrary to applicable local, national, and international laws and regulations.

3.9 Representations and warranties: You hereby represent and warrant to us, on a present and continuing basis, as follows:

3.9.1 You have full legal authority to enter into the Agreement and use the Services. Your Content, and each and every part thereof, is an original work by you and you are the sole legal and beneficial owner or and own all rights, title and interests in Your Content, or you have obtained all rights, licences, consents and permissions necessary in order to use at and to authorise us and other Users to use, Your Content pursuant to these Terms of Use, including, without limitation, the right to upload, create, reproduce, store, transmit, distribute, share, publicly display, publicly perform, make available (including for access offline) and otherwise communicate to the public Your Content, and each and every part thereof, on, through or via the Services and any Linked Services.

3.9.2 Your Content and the availability thereof on the Services and your use of any name, trade mark or moniker, does not and will not infringe or violate the rights of any Third Party, including, without limitation, any Third Party Intellectual Property Rights.

3.9.3 You have obtained any and all necessary consents, permissions and/or releases from any and all persons appearing or referred to in Your Content in order to include their name, voice, performance or likeness in Your Content and to publish the same on the Services and via any Linked Services.

3.9.4 If you are the songwriter of any or all of the Musical Works included in Your Content, whether in whole or in part (e.g., as a co-writer), you have the full right, power, and authority to grant the rights set forth in these Terms of Use notwithstanding the provisions of any agreement you may have entered into with any performing rights organization (“PRO”), whether based in the United States (e.g., ASCAP, BMI or SESAC), HongKong ​or in any other country or jurisdiction, collective management organization (“CMO”), or any music publisher, and that you are solely responsible for taking all steps necessary to inform the applicable PRO, CMO or music publisher that you are granting a royalty-free license to us for purposes of the public performance of your Musical Works. You acknowledge and agree that we will not have any responsibility for any fees or payments of any kind whatsoever that may be payable to any PRO, CMO or music publisher in connection with the public performance or publication of your Musical Works on the Services.

3.9.5 If you are using or opening an account on behalf of a company, entity or organization (including, but not limited to, a recording label) (each an “Artist Representative”), then you represent and warrant that you: (i) are an authorized representative of that Artist Representative and any Artists represented by the applicable Artist Representative with the authority to bind the applicable Artist to these Terms of Use and (ii) agree to be bound by these Terms of Use on behalf of the applicable Artist.

3.9.6 No fees of any kind shall be due to any Third Party, including, but not limited to, any union, guild, non-featured vocalist or musician, engineer or producer, for the use or re-use of Your Content as authorized under these Terms of Use.

If any agreement you have entered into with any Third Party, including, but not limited to a PRO, CMO, music publisher, union or guild, whether by law or contract, prohibits you from granting us the rights and licenses set forth in the Agreement and making the representations and warranties set forth above, then you are prohibited from uploading your Musical Works to the Services. You also agree to indemnify us and hold us harmless from and against any and all claims arising from the exploitation of your Musical Works on the Services as permitted hereunder, including all applicable legal costs and fees.

3.10 Right, but not obligation, to monitor content: While we have no obligation to and do not monitor, review or edit Content Submitted by Users, we reserve the right to remove Content, suspend or terminate your access to the Services and/or pursue all legal remedies if we believe that any such Content breaches any of the foregoing representations or warranties, or otherwise infringes a Third Party’s rights, including Intellectual Property Rights, or violates any law, rule or regulation.

4. NoteScience Intellectual Property Rights

4.1 The Services are proprietary to us and must not be accessed or used other than strictly in accordance with the Agreement. When you agree to the Agreement, we grant you a personal, limited, non-exclusive, non-transferable, non-sublicensable right to use the Services (subject to the payment of any applicable fees).

4.2 You may not under any circumstances:

4.2.1 copy, sell, resell, assign, licence, distribute, transmit, publicly display, rent, lease, lend, export, offer on a “pay-per-use” basis, publish or otherwise reproduce or make available the Services or any part thereof in any form by any means;

4.2.2 create, recreate, adapt, modify, decompile, disassemble, localise, port and/or reverse engineer the Services or any part thereof;

4.2.3 remove, obscure, tamper or destroy any copyright, trade secret, proprietary or confidential legends or marking placed upon or contained within the Services;

4.2.4 prepare or develop derivative works based on the Services or combine or merge any part of the Services with or into any other software or documentation;

4.2.5 use the Services for any purpose other than those permitted under the Agreement; or

4.2.6 remove, extract, download or copy any software, firmware, program and/or any code of any kind which have been embedded and/or incorporated into the hardware, devices and/or equipment comprised in any device used to access the Services.

4.3 Any breach of the aforesaid restrictions shall result in immediate and automatic termination of all rights and licence granted hereunder. The use restrictions set out herein shall survive the termination of the Agreement.

4.4 As part of the Services, we may make available to you Content to which we hold the Intellectual Property Rights. We do not grant you ownership over any such Content. We grant you a non-exclusive, revocable licence to make use of the NoteScience -generated Content within the functionalities of the Services and in accordance with the Agreement.

4.5 All of our Intellectual Property Rights, including our trade marks and other features of the NoteScience brand, are our sole property. The licence which we grant you to use the Services, does not entitle you to use our Intellectual Property Rights or any other features of the NoteScience brand, whether for commercial or non-commercial purposes.

5. Terms Applicable to the Albums Service.

If you elect to use the Albums Service, the following terms and conditions will apply to your use of the Albums Service:

5.1 Terms Applicable to Artists: If you are an Artist that elects to use the Albums Service, and you elect to distribute your Musical Works through the Albums Service, you will be able to charge fees to Users that want to download your Musical Works (“Music Downloads”) or purchase merchandise that you offer through the Albums Service (“Merchandise”). Artists are solely responsible for determining the prices that will be charged for applicable Music Downloads and Merchandise. Notwithstanding Artist’s right to charge Users fees for Music Downloads, you acknowledge and agree that NoteScience may redistribute copies of Music Downloads at no charge to Users who have previously purchased a Music Download from you and, in NoteScience’s sole determination, received a corrupted copy of the applicable Music Download, an incorrect file format version of the applicable Music Download, an incomplete copy of the applicable Music Download, or suffered a loss of the applicable Music Download through hard drive failure, damage, theft or destruction. Applicable Users will also be permitted to redownload any previously purchased Music Downloads at no additional cost.

NoteScience will not have any ownership rights in an Artist’s Musical Works, however, each Artist uploading Musical Works to the Albums Service grants NoteScience and its authorized sub-licensees and distributors, if any, a worldwide, non-exclusive, royalty-free, right and license to: (i) reproduce, distribute, publicly perform (including on a through-to-the-audience basis and by means of a digital audio transmission), publicly display, adapt, create derivate works of, communicate to the public, synchronize and otherwise exploit (A) the applicable Musical Works on Artist’s behalf using any technologies or methodologies now known or hereafter developed, and (B) use and exploit all associated copyrightable works or metadata, including, without limitation, song lyrics and musical notations, album cover artwork, photographs, graphics, and descriptive text (“Artworks”) in connection with the Albums Service; (ii) allow Users of the Albums Service to reproduce the applicable Musical Works and Artworks on any and all devices owned or controlled by the User for non-commercial purposes and receive performances and displays of same; and (iii) reproduce, use, and publish, and to permit others to reproduce, use and publish, the name(s), trade marks, likenesses, and personal and biographical materials of the Artist, in connection with the Albums Service.

5.2 Terms Applicable to Users: You may purchase Music Downloads and/or Merchandise from Artists through the Albums Service (each, a “Purchase”). All Purchases are between you and the applicable Artist, and BandLab will not have any responsibility or liability for Purchases. Any questions you have with respect to a Purchase you make through the Albums Service should be directed to the applicable Artist. We are not responsible for any refunds or replacement with respect to Merchandise that you Purchase through the Albums Service. All sales are final (except where prohibited by law), and you will not be entitled to a refund unless offered by an Artist or otherwise determined by BandLab in our sole discretion. If you do not receive the Music Download or Merchandise that you Purchase, or if you otherwise have an issue with your Purchase, please first contact the applicable Artist to attempt to resolve the applicable issue. If you are unable to resolve the applicable issue directly with the Artist, you may contact NoteScience with your request and proof of payment, and we will work to contact the applicable Artist and attempt to work with the applicable Artist to resolve the applicable issue. However, you understand and agree that the Albums Service is a platform that Artists use to sell Music Downloads and Merchandise, and NoteScience has no responsibility and disclaims all warranties with respect to Music Downloads and Merchandise that you Purchase from Artists.

Music Downloads that you Purchase cannot be guaranteed to be available to you perpetually and you may lose access to Music Downloads you Purchase through the Albums Service. Users bear all risk with respect to Purchases that you make through the Albums Service. We encourage you to promptly download any Music Downloads you purchase through the Albums Service to your own devices so that you will retain control and possession of the applicable Music Downloads even if we are required to remove the Music Downloads from the Albums Service.

5.2 Terms Applicable to Users: You may purchase Music Downloads and/or Merchandise from Artists through the Albums Service (each, a “Purchase”). All Purchases are between you and the applicable Artist, and NoteScience will not have any responsibility or liability for Purchases. Any questions you have with respect to a Purchase you make through the Albums Service should be directed to the applicable Artist. We are not responsible for any refunds or replacement with respect to Merchandise that you Purchase through the Albums Service. All sales are final (except where prohibited by law), and you will not be entitled to a refund unless offered by an Artist or otherwise determined by NoteScience in our sole discretion. If you do not receive the Music Download or Merchandise that you Purchase, or if you otherwise have an issue with your Purchase, please first contact the applicable Artist to attempt to resolve the applicable issue. If you are unable to resolve the applicable issue directly with the Artist, you may contact NoteScience with your request and proof of payment, and we will work to contact the applicable Artist and attempt to work with the applicable Artist to resolve the applicable issue. However, you understand and agree that the Albums Service is a platform that Artists use to sell Music Downloads and Merchandise, and NoteScience has no responsibility and disclaims all warranties with respect to Music Downloads and Merchandise that you Purchase from Artists.

Music Downloads that you Purchase cannot be guaranteed to be available to you perpetually and you may lose access to Music Downloads you Purchase through the Albums Service. Users bear all risk with respect to Purchases that you make through the Albums Service. We encourage you to promptly download any Music Downloads you purchase through the Albums Service to your own devices so that you will retain control and possession of the applicable Music Downloads even if we are required to remove the Music Downloads from the Albums Service.

5.3 Taxes: We may withhold any taxes, duties, charges or levies on payments that you make to Artists in accordance with all applicable laws, rules and regulations. NoteScience will be responsible for remitting applicable taxes, duties, charges or levies to the appropriate tax authority.

5.4 NoteScience's Right to Manage the Albums Service: NoteScience retains the right, but does not have the obligation, to immediately halt the offering or sale of any Music Downloads or Merchandise, prevent or restrict access to the Albums Service or take any other appropriate measures as deemed necessary by NoteScience to protect our, Users’, Artists’ and third parties’ rights and property or to facilitate the proper functioning of the Albums Service.

5.5 User Disputes: You agree that you are solely responsible for your interactions with any Artist or User, as applicable, in connection with the Albums Service and NoteScience will have no liability or responsibility with respect these interactions. NoteScience reserves the right, but has no obligation, to become involved in any way with disputes between you and any Artist or User, as applicable, in connection with the Albums Service.

5A. Terms Applicable to the Sounds Service

If you elect to use the Sounds Service, the following terms and conditions will apply to your use of the Sounds Service:

5A.1 License to Use: The Sounds Services provides a library of sound samples (“Sounds”) for Users to create Content for personal or commercial purposes. Users who use the Sounds Service are granted a worldwide, non-exclusive, royalty-free licence to (i) access, use, reproduce, adapt, synchronise and prepare derivative works of Sounds as part of Users’ Content; and (ii) to distribute, publicly display, publicly perform, make available and otherwise communicate to the public Sounds as part of Users’ Content utilising the Sharing Functionalities of the Services available from time to time, and in accordance with the Content Sharing Settings set by Users using the Sharing Functionalities, provided that Sounds form part of Users Content as a larger composition as a whole. Users are not permitted to use Sounds that have not undergone some compositional process or that do not form part of Users’ Content as a larger composition as a whole.

5A.2 Prohibition on Use: Users are prohibited from (i) using, redistributing and reselling Sounds as standalone or isolated samples; and (ii) using Sounds in sampler presets, loop libraries, or sample packs distributed, sold, circulated or made available by NoteScience’s competitors or by Users.

5A.3 Intellectual Property: NoteScience owns the Intellectual Property Rights in Sounds. The licence which we grant you to use Sounds and the Sounds Service does not give you any rights, title or interest to Sounds other than the licence expressly provided in 5A.1 above. You own the Intellectual Property Rights in all Content you create using the Sounds except that the Intellectual Property Rights in the Sounds which form part of Your Content still remains with NoteScience.

6. NoteScience’s Limitation of Responsibility and Liability

6.1 NoteScience is not responsible for monitoring Content: We are under no obligation to monitor or review Content Submitted on or through the Services, and we assume no responsibility or liability arising from the Content or for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, inaccuracy or any other objectionable material Submitted to or made available on the Services or External Services. You hereby acknowledge and agree that we store User Content at the direction and request of, and with the authorisation of Users; act merely as a passive conduit and/or host for the uploading, creation, collaboration, storage and distribution of User Content; play no active role and give no assistance in the presentation or use of User Content; do not monitor, review or edit User Content; and are not responsible for User Content and do not endorse any opinion contained in User Content.

6.2 No representations or warranties: The Services and the Content are provided on an “as is” and “as available” basis. You agree that your access to and use of the Services and Content shall be at your sole risk. No representations or warranties of any kind, implied, express or statutory, including the warranties of non-infringement of Third Party rights, title, merchantability, satisfactory quality or fitness for a particular purpose, and freedom from computer virus or other malicious, destructive or corrupting code, agent, program or macros, are given by NoteScience in connection with the Services. Without prejudice to the generality of the foregoing, we do not warrant:

6.2.1 the accuracy, reliability, timeliness, adequacy, commercial value or completeness of the Services or the Content, and expressly disclaim any liability for errors, delays or omissions in the Content, or liability for any action taken in reliance on the Content or the Services;

6.2.2 that your use of and/or access to Services or the Content, will be uninterrupted, timely, secure or free from errors or that any defects will be corrected;

6.2.3 that the Services and/or any Content will meet your requirements or are free from any virus or other malicious, destructive or corrupting code, agent, program or macros;

6.2.4 that any information, instructions or communications posted or transmitted by you through the Services is secure and cannot be accessed by unauthorised Third Parties;

6.2.5 that any elements of the Services designed to prevent unauthorised access, Sharing or download of Content will be effective;

6.2.6 that access to and/or use of Content and/or the Services by you will not infringe the rights of any Third Parties, including Intellectual Property Rights; and

6.2.7 that your use of the Services is lawful in any particular jurisdiction.

6.3 Limitation of Liability: The Indemnitees shall not be liable to you for any loss, damages or expenses (including any direct, indirect, incidental, special, consequential or punitive damages or economic loss or any claims for loss of profits or loss of use) whatsoever or howsoever caused (regardless of the form of action) arising directly or indirectly in connection with:

6.3.1 any access to and/or use of the Services, Content or External Services;

6.3.2 your inability to use and/or access the Services or any parts thereof, or to access any Content or any External Services through the Services;

6.3.3 your reliance on any Content or information relating to Content; or any inaccuracy or defect in any Content or any information relating to Content;

6.3.4 any errors or omissions in the Services’ technical operation, including but not limited to any delay or interruption in transmission, or any computer virus or other malicious, destructive or corrupting code, agent program or macros;

6.3.5 any changes that we may make to the Services or any part thereof, or any temporary or permanent suspension or cessation of access to the Services or any content in or from any or all territories;

6.3.6 any action taken against you by Third Parties with respect to any alleged infringement of such Third Party’s rights related to Your Content or your access to and/or use of the Services and/or the Content;

6.3.7 any action taken as part of an investigation by us or any relevant law enforcement authority regarding your use of the Services and/or Content;

6.3.8 your failure to provide us with accurate or complete information, or your failure to keep your Username and/or Password suitably confidential;

6.3.9 any misconduct by other Users or Third Parties using the Services, especially in breach of the Agreement;

6.3.10 any loss or damage to any computer hardware or software, any loss of data (including Your Content), or any loss or damage from any security breach;

6.3.11 any loss of profits, or any loss you suffer which is not a foreseeable consequence of us breaching the Agreement. Losses are foreseeable where they could be contemplated by you and us at the time you agree to the Agreement, and therefore do not include any indirect losses, such as loss of opportunity; and/or

6.3.12 any interactions or dealings between you and other Users, or you and Third Parties found on or through the Services.

6.4 Indemnity: Save for losses arising directly from our fraud or wilful default, you hereby agree to defend, indemnify and hold harmless the Indemnitees from and against any claims (actual and threatened), settlement sums, liability, losses, damages, costs (including solicitor and client costs and expenses (legal or otherwise)), charges, expenses, actions, proceedings, whether foreseeable or not, which the Indemnitees may sustain, suffer or incur, directly or indirectly out of or in the course of or in connection with any of the following:

6.4.1 your access to and/or use of the Services or any part thereof;

6.4.2 any Content you Submit to and/or through the Services;

6.4.3 our having made available the Services and/or Content, or having entered into the Agreement with you;

6.4.4 any enforcement of our rights under the Agreement;

6.4.5 any violation by you of any terms of the Agreement, however arising;

6.4.6 any negligent act or omission, wilful default, unlawful act, fraud, misrepresentation and/or misconduct on your part;

6.4.7 any claims for violation of any Third Party rights, including, without limitation any Intellectual Property Right or privacy right, arising from or in relation to your access to and/or use of the Services and/or Your Content;

6.4.8 any claims arising from the provision of Your Content on the Services, and/or your making available thereof to other Users of the Services, and/or the actual use of Your Content by other Users of the Services or Linked Services in accordance with the Agreement in accordance with the Content Sharing Settings set by you using the Sharing Functionalities of the Services;

6.4.9 any claims relating to the completeness, accuracy, currency or reliability of any information provided by Users;

6.4.10 any activity related to your Account, be it by you or by any other person accessing your Account with or without your consent; and/or

6.4.11 any disputes between you and any other Users, or you and Third Parties found on or through the Services.

6.5 Nothing in these Terms of Use limits or excludes the liability of the Indemnitees for (i) for any death or personal injury caused by its or their negligence, or (ii) any losses arising directly from its or their fraud or wilful default. Some jurisdictions do not allow the exclusion or limitation of certain warranties and types of damages, so the limitations and exclusions in this Sections 6.2 and 6.3 may not apply to you.

6.6 Your sole remedy as a result of any breach of alleged breach by us of the Agreement or other applicable terms and conditions or agreements is limited to your ability to discontinue use of the Services.

7. Blocking and Removal of Content

7.1 We reserve the right, but shall not be obliged to:

7.1.1 remove, block, reject or relocate any Content appearing on or through the Services at any time;

7.1.2 prevent or restrict access to the Services by any User or Third Party;

7.1.3 report any activity that we suspect to be in violation of any applicable law, statute or regulation to the appropriate authorities and to co-operate with such authorities;

7.1.4 request any information and data from you in connection with your use of the Services at any time, and exercise our rights under this paragraph if you refuse to divulge such information and/or data or if you provide or if we have reasonable grounds to suspect that you have provided inaccurate, misleading or fraudulent information and/or data; and/or

7.1.5 suspend or terminate your access to the Services, without warning, if we determine, in our sole discretion, that you have breached the Agreement, or if ordered to do so by a court, and/or in other appropriate circumstances, as determined by us at our sole discretion.

7.2 If you discover any Content on the Services that you believe infringes your copyright, please report this to us using any of the methods outlined on our Copyright Policy.

7.3 If you discover any Content that you believe to be in violation of your other Intellectual Property Rights, or which you believe is defamatory, pornographic, obscene, racist or otherwise liable to cause widespread offense, or which constitutes impersonation, abuse, spam or otherwise violates the Agreement or applicable law, you may report this to us by email at support@notescience.com.

8. Third Party Websites and Services

8.1 The Services may provide you with access to websites, applications and/or platforms which are owned and/or operated by Third Parties, including Linked Services, and/or information located on the Internet (collectively, “External Services”).

8.2 You acknowledge and agree that we do not monitor or have or maintain any control over External Services, and that we are not responsible for their content, operation or use, or the consequences of accessing any such External Services. You acknowledge and agree that, by linking or otherwise providing access to any External Services, we do not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality or authenticity of content, or information provided by such External Services.

8.3 External Services may have their own terms and conditions of use, and may have different practices and requirements to the Services provided by us. You are solely responsible for reviewing any terms of use or other terms governing your use of the External Services, which you use at your own risk. You acknowledge and agree that you are solely responsible for taking the precautions necessary to protect yourself when using External Services, and to protect your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material that may be included on or may emanate from any External Services.

9. Consent to Disclosure and Provision of Information, and Cookies

9.1 Privacy Policy: Our Privacy Policy explains how we treat your Personal Data when you access and/or use the Services. By accessing and/or using the Services, you agree that we can collect, use and disclose any Personal Data you provide to us in accordance with our Privacy Policy, as may be updated and/or amended by us from time to time.

9.2 Cookies: In addition, in common with most online platforms, we use cookies to help us understand how people are using the Services, so that we can continue to improve the service we offer. Our use of cookies, and how to disable cookies, is explained in our Cookies Policy.

9.3 Feedback: We may, from time to time, invite or provide you with means to provide feedback regarding the Services, and in such circumstances, any feedback you provide will be deemed non-confidential and we shall have the right, but not the obligation, to use such feedback on an unrestricted basis.

10.Meetups

10.1 NoteScience has an active community of Users, many of whom may from time to time organize and attend face-to-face meetings at venues all over the world (“Meetups”). We do not sponsor, oversee or in any way control such Meetups.

10.2 You hereby acknowledge and agree that your attendance and participation in any Meetups is entirely at your own risk and we do not bear any responsibility or liability for the actions of any Users or any Third Parties who organise, attend or are otherwise involved in any Meetups.

11. Competitions and Other Promotions

11.1 Other Users or Third Parties may promote competitions, promotions, prize draws and other similar opportunities on the Services (“Third Party Competitions”). We are not the sponsor or promoter of these Third Party Competitions, and do not bear any responsibility or liability for the actions or inactions of any Third Parties who organise, administer or are otherwise involved in any promotion of these Third Party Competitions.

11.2 If you wish to participate in any of these Third Party Competitions, it is your responsibility to read the terms and conditions applicable to the relevant Third Party Competition and to ensure that you understand the rules and any eligibility requirements, and are lawfully able to participate in such Third Party Competitions in your country of residence.

11.3 If you wish to run your own Third Party Competition on the Services, you are free to do so provided you comply with our Competition Terms, which are available by emailing support@notescience.com

12. Use of BandLab Players and Widget

12.1 The Services include access to customisable players (“Players”), and an embeddable version of the BandLab waveform player (“Widget”) for incorporation into Users’ own sites, social media profiles and External Services, whether or not a Linked Service. This functionality is provided to enable Users to put their Content wherever they wish, and to enable other Users of the Services to share and distribute Content in accordance with the Content Sharing Settings set by the User.

12.2 You may not, without our prior written consent, use the Players or the Widget in such a way that you aggregate Content from the Services into a separate destination that replicates substantially the offering of the Services, or comprises a content service of which Content from the Services forms a material part.

12.3 Similarly, you may not, without our prior written consent, use the Players or the Widget to embed Content into any website or other destination dedicated to a particular artist or to a particular genre, except where the relevant Content is Your Content and you are the person or are authorised to represent the person to whom the website or destination is dedicated.

12.4 You may not use the Players or Widget in any way that suggests that we or any artist, audio creator or other Third Party endorses or supports your website, or your use of the Players or Widget on such website or other destination.

12.5 The foregoing shall apply whether your use of the Players or Widget is related to commercial or non-commercial purposes.

12.6 We reserve the right to block your use of the Players and the Widget at any time and for any reason in our sole discretion

13. Changes to Services, Content or Accounts

13.1 We may, from time to time and without giving any reason or prior notice, upgrade, modify, suspend, discontinue or terminate the Services or any part thereof, temporarily or permanently, and in its entirety or with respect to individual territories only. We and our Related Entities shall not be liable if such upgrade, modification, suspension, discontinuation or termination prevents you from accessing any part of the Services.

13.2 You have no right of continued access to the Services or to any particular item of Content. You agree that you will not rely on us to keep a copy of or make available any Content that is or was available on or through the Services, including Content which you have Submitted to the Services. We shall have no liability in the event that you are unable to access an item of Content due to its removal from the Services, whether by us or by the relevant User.

13.3 We may change the features of any type of Account, may withdraw or introduce new features, products or types of Account at any time and for any reason, and may introduce charges and change the prices charged for any aspect of the Services from time to time. In the event of any introduction of charges, increase in the price or material reduction in the features of any aspect of the Services which you have purchased, such change(s) will be communicated to you.

13.4 For the avoidance of doubt, we shall not at any time be obliged to provide any adaptations, enhancements and/or modifications to Services, including any updates, patches, bug-fixes and/or upgrades to the Services or any new versions and/or releases of the Services which incorporate new features or functions.

14. Termination

14.1 Termination by us: In our sole and absolute discretion, we may with immediate effect upon giving you notice, terminate your access to the Services and/or disable your Account. We may bar access to the Services (or any part thereof) for any reason whatsoever, including a breach of any of the Agreement, or if we believe that you have violated or acted inconsistently with any terms or conditions set out herein, or if in our opinion or the opinion of any regulatory authority, tribunal or court of law, it is not suitable to continue providing any aspect of the Services.

14.2 Consequences of termination of access by us: Upon our termination of your access to the Services for any reason whatsoever, all rights and/or licences granted to you under these Terms of Use shall immediately cease and terminate and you shall forthwith cease the use of the Services. If you have made purchases within the Services, we are unable to offer any refund.

14.3 Termination by you: If you have registered an Account, you may terminate your Account at any time by sending notice in writing to: support@notescience.com from the email address associated with your account. However, as long as you continue to use and/or access the Services, the Agreement will continue to apply to you notwithstanding that you are no longer a Registered User.

14.4 Your Content upon termination: Once your Account has been terminated, all Content residing in your Account or pertaining to activity from your Account, except for User comments which you have made or posted on the Services, and Content that you have shared with other Users and which they have not deleted from the Services, will, within a commercially reasonable and practicable time, be irretrievably deleted from our servers, except to the extent that we are obliged or permitted to retain such Content, data or information for a certain period of time in accordance with applicable laws and regulations and/or to protect our legitimate business interests. We assume no liability for any Content, data or information that is irretrievably deleted following any termination of your Account. We are not able to provide you with any .csv or other similar file of data relating to activity associated with your Account, whether before or after termination of your Account.

14.5 Survival of terms: The following provisions of these Terms of Use will continue to apply after the termination of your Account and/or the termination of these Terms of Use: 3.1-3.5, 3.9, 6 and 15.

15. General

15.1 Binding and conclusive: You acknowledge and agree that any records, including records of any telephone conversations relating to the Services, if any, maintained by us or our service providers relating to or in connection with the Services shall be binding and conclusive on you for all purposes whatsoever and shall be conclusive evidence of any information and/or data transmitted between us and you. You hereby agree that all such records are admissible in evidence and that you shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of such records merely on the basis that such records are in electronic form or are the output of a computer system, and you hereby waive any of your rights, if any, to so object.

15.2 Sub-contracting and delegation: We reserve the right to delegate or sub-contract the performance of any of our functions in connection with the Services and reserve the right to use any service providers, subcontractors and/or agents on such terms as we deem appropriate. You acknowledge and agree that we bear no responsibility whatsoever and shall not be liable for any loss or damage suffered by you arising out of, in relation to or in connection with any actions and omissions of any service providers, subcontractors and/or agents.

15.3 Assignment: You may not assign your rights or obligations under these Terms of Use in whole or in part, to any Third Party without our prior written consent. We may assign our rights and (to the extent permitted by law) obligations under these Terms of Use, in whole or in part, to any Third Party at any time without notice, including without limitation, to any person or entity acquiring all or substantially all of the assets or business of NoteScience.

15.4 Force Majeure: We shall not be liable for non-performance, error, interruption or delay in the performance of our obligations under the Agreement (or any part thereof) or for any inaccuracy, unreliability or unsuitability of the Services’ contents if this is due, in whole or in part, directly or indirectly to an event or failure which is beyond our reasonable control, including any act of God or a public enemy, act of terrorism, act of any military, civil or regulatory authority, civil or regulatory authority, change in any law or regulation, fire, food, earthquake, storm or other like event, disease outbreak, epidemic, disruption or outage of communications (including the internet or other networked environment), power or other utility, and unavailability of supplies which could not have been prevented by us with reasonable care.

15.5 Severability: The invalidity or unenforceability of any of the provisions in the Agreement shall not adversely affect or impair the validity or enforceability of the remaining provisions of the Agreement.

15.6 Waiver: In the event of a breach of the Agreement by you, our failure to enforce the Agreement shall not constitute a waiver of any terms of the Agreement, and such failure shall not affect the right later to enforce the Agreement. We would still be entitled to use our rights and remedies in any other situation where you breach the Agreement.

15.7 Entire Agreement: These Terms of Use, together with our Policies, constitute the entire agreement between you and us with respect to your use of and access to the Services, and supersedes any prior agreement or representation, whether oral or written, between you and us. Any modifications to the Agreement must be made in writing.

15.8 Rights of Third Parties: A person or entity who is not a party to the Agreement shall have no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore or other similar laws in any relevant jurisdiction including your jurisdiction, to enforce any terms of the Agreement, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, nothing in this Section 15.8 shall affect the rights of any permitted assignee or transferee of the Agreement.

15.9 Applicable Law and Jurisdiction: Use of the Services and these Terms of Use shall be governed by and construed in accordance with Singapore law.

15.10 Dispute Resolution: Any dispute, controversy or difference of opinion arising out of or in connection with the Agreement which cannot be settled amicably by parties to the Agreement, including any question as to the validity, existence or termination of these Terms of Use and/or this Section 15.10, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (the “SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this provision. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator appointed by the President of the SIAC. The language of the arbitration shall be English. The decision of the arbitrator shall be final and binding on all the parties to the Agreement.

16. Definitions

16.1 Unless the context otherwise requires, the following expressions shall have the following meanings in these Terms of Use:

16.1.1 “Agreement” means these Terms of Use together with the Supplemental Agreements.

16.1.2 “Artist” means a User who contributes Musical Works to the Albums Service.

16.1.3 “NoteScience”, “we”, “our” and “us” refer to NoteScience website.

16.1.4 “Content” means any materials, data, information, functionalities or services displayed, provided or made available through the Services, including but not limited to Direct Communications, text, software, code, scripts, webpages, music, sound, drawings, paintings, photographs, video, graphics, graphical user interface, forms, diagrams or other material contained in the Services.

16.1.5 “Content Sharing Settings” refer to the functionalities available on the Services which allow you to calibrate the extent to which Your Content is Shared on the Services.

16.1.6 “External Services” means websites, applications and/or platforms which are owned and/or operated by Third Parties (including Linked Services), and information located on the Internet.

16.1.7 “Indemnitees” means NoteScience, its Related Entities, and their respective officers, directors, employees, agents, independent contractors, shareholders, successors and assigns.

16.1.8 “Intellectual Property Rights” means all copyright, patents, utility innovations, trademarks and service marks, geographical indications, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief or other remedies for any past, current or future infringement, misappropriation or violation of any of the foregoing rights.

16.1.9 “Linked Services” means External Services to which Content can be submitted through the functionalities of the Services.

16.1.10 “Musical Works” means sound recordings (“Sound Recordings”), videos synchronized with Sound Recordings and other audiovisual works (collectively, “Music Videos”), and the musical works embodied within Sound Recordings and Music Videos.

16.1.11 “Personal Data” means any data about you from which you can be identified, either (a) from that data; or (b) from that data and other information to which we have or are likely to have access, including data in our records as may be updated from time to time. Examples of such Personal Data include but are not limited to your name, NRIC, passport or other identification number, telephone number(s), mailing address and email address.

16.1.12 “Policies” means our Privacy Policy, Copyright Policy, Community Guidelines, Cookies Policy, and other terms that apply to specific functionalities, apps, products or services within the Services.

16.1.13 “Related Entities” means any holding team of NoteScience.

16.1.14 “Services” means the NoteScience website, any NoteScience mobile and desktop app, and any related players, widgets, tools, applications, data, software, APIs and platforms.

16.1.15 “Share”, “Shared” and “Sharing” means allowing other Users to access, use, reproduce, distribute, publicly display, publicly perform, adapt, synchronize, prepare derivative works of, compile, make available and otherwise communicate to the public, Content which you Submit, utilizing the Sharing Functionalities and in accordance with the Content Sharing Settings you set using the Sharing Functionalities.

16.1.16 “Sharing Functionalities” means the features, platforms and functionalities available on the Services from time to time which allow you to Share Content with other Users.

16.1.17 “Submit” and “Submitting” means, in relation to Content, uploading, creating, storing, transmitting, submitting, exchanging, communicating, or otherwise making available Content on or through the Services.

16.1.18 “Third Party” means a legal entity, company or person(s) that is not a party to these Terms of Use.

16.1.19 “User(s)”, “you” and “your” means any party with access to the Services and/or who accesses or uses a Service.

16.2 Interpretation

16.2.1 In these Terms of Use: (i) whenever the words “include”, “includes” or “including” are used in these Terms of Use, they will be deemed to be followed by the words “without limitation”; (ii) words importing the singular only shall also include the plural and vice versa where the context requires and references to persons include bodies incorporate or unincorporated, including partnerships and their successors and assigns; (iii) unless expressly indicated otherwise, all references to a number of days mean calendar days, and the words “month” or “monthly” as well as all references to a number of months means calendar months; (iv) section and paragraph headings are inserted for convenience only and shall not affect the interpretation of these Terms of Use; and (v) references to a statute, law, by-law, regulation, rule, directive, delegated legislation or order also refers to the same as amended, modified or replaced from time and to any by-law, regulation, rule, directive, delegated legislation or order made thereunder.

16.2.2 To the extent that there is any conflict between these Terms of Use and any Policy associated with a particular functionality, app, product, or service, the relevant Policy will govern with respect to your use of such functionality, app, product or service to the extent of the conflict.