These Terms are a legal agreement between you (User or you) and Studiosync Limited (t/a Connex) (No. 14753067) of 1 Montem Terrace 35a Arterberry Road, London SW20 8AG (Connex, us or we).

These Terms set out:

1.  the licence from us to you for:

1. The “Software”, consisting of the:

• platform operated by Connex which enables the collection and transfer of data relating to recordings and musical works to downstream stakeholders in the music industry (including without limitation publishers and distributors of musical works) (Connex Platform); and

• interface provided by Connex which is presented to Users to enable the easy transmission of specific data from that User to the Connex Platform (Connex Exchange); and

1. the printed materials and online documentation made available to you (Documentation); 

(the Software Licence); and

1. the licence from you to us for the “Content” transferred by you to Connex via the Connex Exchange, consisting of all content including audio, text, information, data, software, executable code, images, or video material in any medium or form provided by you to Connex via Connex Exchange (the Content Licence).

IMPORTANT NOTICE TO ALL USERS:

BY USING THE CONNEX EXCHANGE YOU AGREE TO THE THESE TERMS WHICH WILL BIND YOU AND YOUR EMPLOYEES. THESE TERMS INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CONDITION 5.1 AND CONDITION 6.

IF YOU DO NOT AGREE TO THE THESE TERMS, YOU MUST CANCEL AND CLOSE THE CONNEX EXCHANGE WINDOW AND YOU MAY NOT DOWNLOAD, STREAM OR ACCESS THE SOFTWARE OR DOCUMENTS.

1. Grant of Software Licence

1. In consideration of you agreeing to abide by these Terms, we grant to you a limited, non-exclusive, non-transferable, revocable licence, without the right to sublicense, to access and use the Software and the Documents on these Terms.

2. You shall:

1. provide Connex with:

1. all necessary co-operation in relation to these Terms; and

2. all necessary access to such information as may be required by Connex,

to the extent required to provide the Software and Documents including but not limited to the data inputted by or on behalf of you, for the purpose of using or facilitating your use of the Software or Documents and any data generated by, or derived from your use of the Software or Documents, whether hosted or stored within the Software or Documents or elsewhere (User Data) and security access information;

1. without affecting your other obligations under these Terms, comply with all applicable laws and regulations with respect to your activities under these Terms; and

2. ensure that your network and systems comply with the relevant specifications provided by Connex from time to time.

1. You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all User Data. You hereby license us to use the User Data for:

1. the provision of the Software and the Documents;

2. the purposes set out in our Privacy Notice as described in condition 9; and

3. all other purposes relevant to the proper exercise of our rights and obligations under these Terms.

1. Software Licence Restrictions

1. Except as expressly set out in these Terms or as permitted by any local law which is incapable of exclusion by agreement between the parties, you shall not:

1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documents (as applicable) in any form or media or by any means; or

2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;

3. access all or any part of the Software or Documents to build a product or service which competes with the Software or the Documents;

4. use the Software or Documents to provide services to third parties;

5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software or Documents available to any third party; or

6. attempt to obtain, or assist third parties in obtaining, access to the Software or Documents, other than as provided under this Software Licence.

2. You shall not use the Software to:

1. store, access, publish, disseminate, distribute or transmit any material which:

1. is unlawful by virtue of containing material which is considered harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive in the jurisdictions in which its intended to be published;

2. facilitates illegal activity;

3. depicts sexually explicit images;

4. promotes unlawful violence;

5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

2. is otherwise illegal or causes damage or injury to any person or property,

and we reserve the right, on no less than thirty (30) days’ prior written notice to you, such notice specifying the breach of this condition and requiring it to be remedied within the thirty (30) day period, to disable your access to the Software and Documents for the duration of time that the breach remains unremedied.

1. Grant of Content Licence

1. In consideration of the provision of the Software and Documentation, you hereby grant to us a non-transferable, non-exclusive, perpetual, and royalty-free worldwide licence to use the Content for the purpose of:

1. adding that Content to the Connex Platform’s databases of works under management;

2. performing treatments of the Content or an underlying work in order to aid the analysis of the description or categorisation of the Content by commercial parties that receive such (Derivative Works); and

3. transferring that Content and any Derivative Works created from such Content to the Connex customer identified by you via the Connex Exchange at the time of the transfer (Identified Recipient(s)).

2. You acknowledge that when you request that Connex transfers your Content to an Identified Recipient, you are licencing your Content to the Identified Recipient(s) to modify, adapt and copy that Content for the purpose of:

1. using that Content for the Intended Recipient’s internal business operations; and

2. adding that Content to that Intended Recipient’s database of works under management,

and to sub-license that Content to their business service providers where necessary to enable the same, but not to grant any further sub-licences to third parties for      any other purpose. 

1. Save for where necessary to engage business service providers to enable it to enjoy the rights granted in this agreement, Connex shall not grant sub-licences, in whole or in part, of any of the rights granted under this agreement, or sub-contract any aspects of exploitation of the rights licensed to it, without the User’s prior written consent (such consent not to be unreasonably withheld or delayed). 

1. Intellectual property rights

1. You acknowledge that all intellectual property rights in the Software, Documents and Derivative Works anywhere in the world belong to us or our Licensor’s, that rights in the Software, Documents and Derivative Works are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documents or the Derivative Works other than the right to use them in accordance with the these Terms.

2. We acknowledge that all intellectual property rights in the Content anywhere in the world belong to you or your licensors and that the rights in the Content are licenced (not sold) to us and that we have no rights in or to the Content other than the right to use such Content in accordance with these Terms. 

3. The intellectual property rights assigned to the Licensor under 4.3 shall form part of the Content, and of the licence granted, from the date of that assignment.

4. Connex shall not, and shall procure that any Identified Recipient(s) and permitted sub-licensees shall not, infringe any moral rights (as defined in Chapter IV of the Copyright, Designs and Patents Act 1988) that subsist in respect of the Content.

2. Warranties

1. We warrant that the Software will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described in the Documents.

2. The warranty set out in clause 5.1 does not apply if the defect or fault in the Software results from you having used the Software or Documents in breach of these Terms.

3. You warrant that:

1. You have full power and authority to enter into and perform your obligations under these Terms;

2. If you are transferring the Content to the Connex Platform on behalf of the repertoire owner of the Content, you have a suitable licence from the Content owner to transfer the Content to Connex as set out in these Terms; and

3. the Content:

1. does not infringe any third party’s intellectual property rights;

2. is not defamatory, libellous, obscene, or otherwise unlawful;

3. does not violate any applicable law, legislation or subordinate legislation; and

4. does not, to the best of its knowledge and belief, contain any viruses, Trojan horses, worms, time bombs, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or personal information.

3. Limitation of liability

1. You accept that the Software and Documents have not been developed or designed to meet or support any individual requirements you have, including any particular cybersecurity requirements you might be subject to, or any regulated activity that you may be engaged in, including the provision of an online intermediation service, an online search engine or service that facilitates online interaction between users (such as, but not limited to, a social media platform) (each a Regulated Activity). If you use the Software for any Regulated Activity you agree to comply with any requirements that apply to such Regulated Activity from time to time (including in any jurisdiction in which you operate or where the Regulated Activity is undertaken) and you shall defend, indemnify and hold us harmless against any loss or damage (including regulatory fines or penalties) costs (including legal fees) and expenses which we may suffer or incur as a result of your breach of this clause 6.1.

2. Save where expressly provided, all conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into these Terms or any collateral contract, whether by legislation, common law or otherwise, are hereby excluded to the maximum extent permitted by law. 

3. We only supply the Software and Documents for internal use by you in the ordinary course of your business, and you agree not to use the Software or Documents for any resale purposes.

4. We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:

1. loss of profits, sales, business, or revenue;

2. business interruption;

3. loss of anticipated savings;

4. wasted expenditure;

5. loss or corruption of data or information;

6. loss of business opportunity, goodwill or reputation,

7. where any of the losses set out in condition 6.4.1 to condition 6.4.6 are direct or indirect; or

8. any special, indirect or consequential loss, damage, charges or expenses.

5. Other than the losses set out in condition 6.4 (for which we are not liable), our maximum aggregate liability under or in connection with these Terms whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to £1,000. This maximum cap does not apply to condition 6.6.

6. Nothing in these Terms shall limit or exclude our liability for:

1. death or personal injury resulting from our negligence;

2. fraud or fraudulent misrepresentation; or

3. any other liability that cannot be excluded or limited by English law.

7. These Terms set out the full extent of our obligations and liabilities in respect of the supply of the Software and Documents. Except as expressly stated in these Terms, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software and Documents which might otherwise be implied into, or incorporated in, these Terms whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

4. Termination

1. We may terminate the Software Licence immediately by written notice to you if you commit a material or persistent breach of the Software Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.

2. On termination for any reason:

1. all rights granted to you under the Software Licence shall cease;

2. you must immediately cease all activities authorised by the Software Licence; and

3. you must immediately and permanently delete or disable the Connex Exchange from all computer equipment in your possession, and immediately destroy, delete or return to us (at our option) all copies of the Documents and Software then in your possession, custody or control and, in the case of destruction or deletion, certify to us that you have done so.

5. Communications between us

1. We may update these Terms at any time on notice to you in accordance with this condition 8. Your continued use of the Software and Documents following the deemed receipt and service of the notice under condition 8.3 shall constitute your acceptance to these Terms, as varied. If you do not wish to accept these Terms (as varied) you must immediately stop using and accessing the Software and Documents on the deemed receipt and service of the notice.

2. If we have to contact you, we will do so by email to the address you provided in accordance with your registration to access the Software.

3. Any notice 

1. given by us to you will be deemed received and properly served 24 hours after it is first posted on our website or 24 hours after an email is sent; and

2. given by you to us will be deemed received and properly served 24 hours after an email is sent.

4. In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.

6. How we may use your personal information

Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Software and the Documents and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided in the Privacy Policy and it is important that you read that information.

1. Other important terms

1. We may transfer our rights and obligations under these Terms to another organisation, but this will not affect your rights or our obligations under these Terms.

2. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.

3. These Terms constitute the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter.

4. You acknowledge that in entering into these Terms you do not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.

5. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms. 

6. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

7. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

8. Each of the conditions of these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

9. These Terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.