Terms and Conditions of Use Software

Version: 1 September 2019

Beatgrid Media B.V., hereafter referred to as “BEATGRID MEDIA”, “BEATGRID”, “Company” – is a company providing an Automatic Content Recognition technology based on proprietary audio content fingerprinting. Beatgrid Media provides software solutions to identify sound for usage such as making television, video, movie and radio content clickable and measurable

 

1. DEFINITIONS

  1. “Software” means a Software Development Kit of audio fingerprinting-based Audio Content Recognition services for mobile applications on iOS and Android, currently known as the Beatgrid MOBILE SYNC SDK, that provides an technology to identify audible content from sound around mobile devices for enterprise-level mobile applications, and that includes various APIs for integration and use in mobile applications, together with any updates, upgrades, modifications or improvements to the foregoing that Beatgrid furnishes to the Client under this Agreement. The Software is further defined in Software and Services Description, as it may be modified from time to time
  2. “Install” means placing the Software on a mobile device, computer’s hard disk, CD-ROM or other storage devices.
  3. “Use” means (i) executing or loading the Software into computer RAM or primary memory, and (ii) copying the Software for archival or emergency restart purposes.
  4. “User” means a person who downloads, uses or accesses a Client Application.
  5. “Confidential Information” includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Software but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
  6. “Additional Services” means any professional services beyond those that Beatgrid is obligated to perform under “Services”.
  7. “Affiliate” of a person means a person or entity that controls, is controlled by, or is under common control with that person.
  8. “Beatgrid Background Material” means any Beatgrid Materials or Intellectual Property Rights developed independently of this Agreement, and any Improvements thereto (excluding Client Background Material).
  9. “Client Background Material” means any Client Materials or Intellectual Property Rights developed independently from this Agreement, and any Improvements thereto (excluding Beatgrid Background Material).
  10. “Improvements” means, in relation to Materials, any improvements, enhancements, modifications, adaptations, extensions, developments, mutations, applications, derivative works or technical advances to or of those Materials, whether or not protected by laws.
  11. “Integrated Client Application” means the Client Application integrated with the Software.
  12. “Intellectual Property Rights” means all present and future intellectual and industrial property rights conferred by statute, at civil or common law, or in equity and wherever existing, including but not limited to: (i) patents, computer code, inventions, designs, copyrights, database rights, trademarks, domain names, inventions, trade secrets, know-how, proprietary information and any other rights subsisting in the results of intellectual effort in any field, whether or not registered or capable of registration; and (ii) any application, registration, or right to apply for or register any of the foregoing.
  13. “Licensed Materials” means the Software, Hosted Service, Public APIs, White Label Service, and related services Beatgrid provides under this Agreement, together with any documentation, updates, upgrades, modifications or improvements to the foregoing that Beatgrid provides to the Client under this Agreement.
  14. “Losses” means any losses, damages, fees, costs, expenses and claims arising out of a given circumstance.
  15. “Materials” means any information, technology, software, reports, results, processes, discoveries, inventions, Intellectual Property Rights or other materials (whether in electronic, written, tangible or other form).
  16. “Monthly Active Users” (MAUs) means the number of unique Client Application users in any given month.
  17. “Personal Information Data” (PID) means information obtained from or about an individual that personally identifies or reasonably can be used to personally identify or contact that individual, or that is required to be protected pursuant to applicable Privacy Law.
  18. “Privacy Law” means any applicable statute, regulation, ordinance, code, standard or requirements of any governmental or quasi-governmental body that relates to individuals’ privacy.
  19. “Scope of Use” means the purpose of enabling the Client Application to provide the Client or its Users with audio fingerprinting data or actions in relation to the Client’s business, using the Licensed Materials in accordance with Beatgrid’s applicable documentation.
  20. “Service Level Commitments” means the service level commitments of Beatgrid as set forth, and as may be modified from time to time, in Support and Service Level Agreements.
  21. “Statement of Work” has the meaning given in a Services and Separate Statement of Work document;
  22. “Support Services” has the meaning given in Services.

 

2. GRANT OF RIGHTS AND LICENSE

  1. During the Term of this Agreement, and subject to Client’s full observance and compliance with all of the terms and conditions herein, BEATGRID hereby grants to Client a non-exclusive, non-transferable license, and non-sublicensable License of Software Development Kit (SDK) called MOBILE SYNC, including; code, associated tools, documentation, and other materials provided by BEATGRID.
  2. License is eligible for Client’s use in connection with the establishment, use, maintenance and modification of the system implemented by BEATGRID, for up to a number of app users specified and geographical regions as specified in Statemnet of Work or Exhibit A, for usage of the Mobile Sync SDK solely to develop applications for compatible implementations of Android and iOS.
  3. Except as expressly set forth in this paragraph, BEATGRID shall at all times own all intellectual property rights in the software. Any and all licenses, product warranties or service contracts provided by third parties in connection with any software, hardware or other software or services provided in the system shall be delivered to Client for the sole benefit of Client.

 

3. MAINTENANCE

  1. BEATGRID will use commercially reasonable efforts to make The MOBILE SYNC SDK forward compatible with future iOS and Android versions, provided that these unreleased versions are made available for public beta testing for at least 2 months prior to release.
  2. Forward compatibility is not guaranteed with the same version of the MOBILE SYNC SDK. In case forward compatibility is outside the control of BEATGRID, for example, but not limited to unforeseeable, unannounced updates to the operating system, Beatgrid will make an update of MOBILE SYNC available within a reasonable timeframe, and no later than two (2) months after such unannounced change to the operating system was identified. An update to the Client software may be required to support the latest version of MOBILE SYNC.
  3. BEATGRID will use commercially reasonable efforts to make changes, modifications, and upgrades backwards compatible with a version released up to twelve (12) months prior to the release of the latest version.
  4. Access to the latest MOBILE SYNC SDK may not always be available, and BEATGRID reserves the right to modify the MOBILE SYNC SDK at any time, with prior written notice to Client. The current version used by the Client will continue to be available during the term of the contract.
  5. Beatgrid does not warrant that MOBILE SYNC or provision of any services will be uninterrupted and error free or that the Client or any Client Application will have continuous access to the Hosted Service.
  6. The client is solely responsible for providing end-user support and any other technical assistance for Client’s application.
  7. A Bug reported by the Client will be investigated by BEATGRID. ‘Bug’ means a material and reproducible failure of the Software to function substantially in conformity, number where the Bug occurred; (a) the operating system on which the Bug occurred; (b) of any issues relating to the Bug, (c) BEATGRID shall assess if each Bug identified by the Client is a valid Bug, and once validated shall include on the list of valid Bugs to be resolved.

 

4. SERVICES

Hosted Service; Service Levels. Unless an alternative Hosted Service arrangement is specified in the Statement of Work or Exhibit A:

  1. BEATGRID will host and operate the Hosted Service from a third-party data center.
  2. BEATGRID will use commercially reasonable efforts to meet or exceed the service levels set forth, and as may be modified from time to time, in Support Services and Service Levels, provided that the Client’s sole remedy for any actual failure by BEATGRID to achieve any service levels will be the relevant service level credits as described in the Service Level Commitments.
  3. Support Services. BEATGRID will provide to the Client technical support services for the Licensed Materials as described, and as may be modified from time to time, in Support Services and Service Levels (“Support Services”), subject to the Client paying the Fees specified in Key Terms.
  4. Additional Services. The parties may agree to have BEATGRID provide to the Client certain Additional Services. BEATGRID’s obligation to provide such Additional Services is conditioned on the parties’ execution of a corresponding written statement of work that: (a) expressly references this Agreement; (b) defines the scope of the Additional Services; and (c) sets forth the additional Fees to be paid by the Client for the Additional Services.
  5. Timing; Conditions; Changes. The client can express a desire for changes. In case a change request is not within the scope of the standard product, The parties may agree to have BEATGRID provide to Client certain Additional Support Services. BEATGRID will use commercially reasonable efforts to perform the Additional Services in accordance with any timetable specified in the Support Services and Service Levels, or specified in Exhibit A, specified in a separate Statement of Work, but any timetable dates so specified are estimates only unless otherwise expressly agreed. BEATGRID’s obligation to provide any services hereunder is conditioned upon (a) the Client’s provision of all information and cooperation reasonably necessary for BEATGRID to efficiently perform the services and (b) no Unauthorized Use or Event of Default by Client. BEATGRID shall have the right to use any Client Background Materials made available to it, for the sole purpose of providing its services and fulfilling its other responsibilities hereunder.

 

5. SUPPORT.

Provision of Support Services. This Agreement does not entitle Client to any Support Services, or service levels to, the MOBILE SYNC product, which may be provided by BEATGRID at its sole discretion. BEATGRID will use commercially reasonable efforts to provide or procure technical support services for Software and Support Services licensed by the Client (“Support Services”) in accordance with the applicable Service Levels, subject to the Clients’ sole remedy for any failure by BEATGRID to achieve an applicable Service Level being the relevant Service Level Credits. Such Service Levels and Service Level Credits apply to Support Services only if the Client is Licensing in and paying Fees specifically for Support Services in accordance with this Agreement. Capitalised Terms not defined herein shall have the meaning provided in the BEATGRID Terms and Conditions.

  1. Support Services will be provided between 9:00 a.m. and 6:00 p.m. Central European Summer Time (CEST), (Central European Time (CET) (collectively “Business Hours”) on business days (excluding public holidays and weekends).
  2. Support Services will be facilitated through an online management system when the Client submits a request for Support Services to BEATGRID via the following email: support@beatgridmedia.com
  3. Support Requests. Each Support Request will be prioritised according to its Severity Level (defined below).
  4. Additional Support Services. The parties may agree to arrangements for additional Support Services in accordance with BEATGRID’s then-current standard rates (unless otherwise agreed by the parties.
  5. Services Outside the Scope of Support Services. To avoid doubt, the scope of Support Services does not include:
    • modifying the Client Applications or other systems;
    • developing new versions of the Software or Services;
    • modifications or adaptations to enable the Software to operate on:
    • additional operating systems other than Android and iOS;
    • new versions of compatible mobile devices;
    • incompatible mobile devices;
    • first-line assistance or interaction with end-users;
    • tailored training or non-standard assistance not expressly agreed to in writing;
    • a specific guaranteed minimum number of support or development hours.
  6. Upon request BEATGRID will provide Support Services in accordance with this policy; and (i) third-party hosting infrastructure and services. Any Services the Client would like to obtain beyond the scope of Support Services will only be provided if the parties agree in writing that they will be provided by BEATGRID as Additional Services.

 

6. LICENSE TO BEATGRID AND PRODUCT FEEDBACK.

Client hereby grants to BEATGRID the non-exclusive right and license to display, promote and link to all websites and other products/applications using the MOBILE SYNC product, provided that BEATGRID shall attribute the work to Client. Client further grants to BEATGRID an irrevocable, non-exclusive license to any and all data and Audio Fingerprints provided by Client to BEATGRID in connection with Client’s use of the MOBILE SYNC product, and represents and warrants that all materials provided by Client to BEATGRID do not violate any third party rights and are free of any and all claims. BEATGRID shall have a royalty-free, worldwide, perpetual license to use or incorporate into the MOBILE SYNC SDK or Content any suggestions, ideas, enhancement requests, feedback, recommendations or other information and derivatives thereof provided by Client.

 

7. LICENSE FEE.

Client agrees to pay BEATGRID the following license fees as specified under the standard rate column in Statement of Work or Exhibit A (“Fee”).

  1. Set-up Fees, Monthly License Fees, Fees for Additional Services are together referred to as “Fee” or “Fees”.
  2. An invoice summarizing the applicable Fees will be sent to Your registered email.
  3. Fees will be charged at the beginning of each Billing Period. New Clients and Partners will be charged a pro-rated amount on the applicable Plan for their first Billing Period. If a Client or Partner terminates their use of the Software and Services in accordance with the Terms, they are liable for any outstanding Fees in full. The final billing period will not be prorated.
  4. Set-up Fees will need to be paid before at the end of the first month of the Agreement. Other Payments shall be made in full within thirty (30) days of the date of invoice.
  5. In case payments are delayed, the Client shall be liable to pay interest @18% p.a. for the period of delay.
  6. The license server enforces the price plan.
  7. Fees are exclusive of any indirect taxes, and the Client shall be solely responsible for paying all applicable taxes which may be levied or assessed in connection with the Services provided under this Agreement. To the extent that the Client is required to withhold any Income Taxes in connection with this Agreement, the Client will gross-up the payment owed to the BEATGRID such that BEATGRID shall receive the same amount as if such Tax had not applied.

 

Payment can be fulfilled to the following BEATGRID MEDIA bank account details:

Payable to: BEATGRID MEDIA B.V.

Bank Name: ING

IBAN: NL26 INGB 0006 4441 35 BIC: INGBNL2A

 

8. USAGE LIMITATIONS.

Client’s application must access a BEATGRID server directly when obtaining the license itself, and such access may not be redirected from the Client’s own site or any other server. If the Client’s application includes at least one of the BEATGRID’s products, Client agrees not to use any similar or competitive product to any of BEATGRID or BEATGRID subsidiary products. The number of Monthly Active Users are defined by how many user devices have run the SDK at least once within that month, during the term of this Agreement. In addition to its other rights under this Agreement, BEATGRID may utilise technical measures to prevent over-usage and, or stop the usage of the MOBILE SYNC SDK at any time. Should Client require greater access to the MOBILE SYNC SDK than the license granted herein, it shall contact BEATGRID for a commercial MOBILE SYNC SDK license.

 

9. RESERVATION OF RIGHTS.

Other than as expressly set forth in this Agreement, no license or other rights in or to the MOBILE SYNC SDK are granted to Client, and all such licenses and rights are hereby expressly reserved by BEATGRID. No right or license, express or implied, is granted to Client or any third party by estoppel, implication, exhaustion or other doctrines of law, equity or otherwise with respect to any patent or patent application of BEATGRID or its content providers, affiliates and partners. As between BEATGRID and Client, the MOBILE SYNC SDK and all intellectual property rights in and to the MOBILE SYNC SDK (including all possible Content provided therein) are and shall at all times remain the sole and exclusive property of BEATGRID or its content providers, affiliates and partners, and are protected by applicable intellectual property laws and treaties.

 

 10. TERM AND TERMINATION.

This Agreement shall become effective upon Client’s acceptance of these terms and shall continue for period specified in Statement of Work or Exhibit A (“Initial Term”), continues for the Initial Term and thereafter continues automatically successive periods of one (1) year term (“Renewal Term” and collectively with the “Initial Term”, the “Term”) unless (i) terminated earlier in accordance with this Agreement or (ii) either party notifies the other of non-renewal at least 60 days prior to the expiration of the then-current Term, in which case this Agreement will expire at the end of the then-current Term. For clarity, this Agreement cannot be terminated for convenience by the Client, other than specified under the Special offer in Statement of Work or Exhibit A.

If either party materially breaches this Agreement, ceases to conduct business in the ordinary course or becomes insolvent or unable to perform its obligations under this Agreement (each of the foregoing conditions, an “Event of Default”) and does not cure said Event of Default within 60 days after the other party provides written notice thereof, then the other party may terminate this Agreement by written notice to the defaulting party.

Any termination of this Agreement shall also terminate all licenses granted hereunder. Upon termination of this Agreement for any reason, Client shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of the MOBILE SYNC SDK and the Content (including all cached ephemeral copies). The sections titled “Other Restrictions”, “Reservation of Rights”, “Parties Indemnity Obligations”, “Warranty Disclaimer”, “Limitation of Liability”, “Term and Termination”, “Open Source License Terms” and “Miscellaneous” shall survive termination of this Agreement.

 

 11. RETURN OR DESTRUCTION OF SOFTWARE UPON TERMINATION.

Upon termination of this License, Client shall return to BEATGRID or destroy the original and all copies of the Software including partial copies and modifications. BEATGRID shall have a reasonable opportunity to conduct an inspection of the Client’s place of business to assure compliance with this provision.

 

 12. TITLE TO SOFTWARE.

BEATGRID retains title to and ownership of the Software and all enhancements, modifications and updates of the Software.

 

13. FREEDOM TO OPERATE.

To the knowledge of BEATGRID, BEATGRID has all rights in Intellectual Property necessary to conduct its business as it is currently conducted and such rights will not be adversely affected as a result of or in connection with the execution and delivery of this Agreement, the Closing or the consummation of any of the transactions contemplated hereby. To the knowledge of BEATGRID, BEATGRID’s use of the Intellectual Property in its business as presently conducted, has not and will not violate, interfere with or infringe upon the rights of any other individual or entity nor does such use by BEATGRID constitute a breach of any agreement, obligation, promise or commitment by which the BEATGRID may be bound or constitute a violation of any Intellectual Property laws, regulations, ordinances, codes or statutes in any jurisdiction in which the BEATGRID has conducted business. The Supplier warrants that all applicable licenses of the FOSS used are compatible with one another and that there are no license conflicts; that all license obligations under the applicable license for the FOSS used are complied with (e.g. code adjustments are commented; license texts, copyright statements, notice files are provided and accessible for users, etc.); and  that the use of the FOSS contained in the Services will not result in any proprietary software used in the Services or in a Client product becoming subject to the terms of a FOSS license.

 

14. KNOW-HOW AND TRADE SECRETS.

BEATGRID has taken reasonable actions, for a Company of its size, nature and resources, to maintain Know-How and Trade Secrets as confidential and proprietary, and to protect against the loss, theft or unauthorized use of such Know-How and Trade Secrets. The Know-How and Trade Secrets are not in the public domain and have not been divulged or appropriated to the detriment of the BEATGRID.

 

15. ATTRIBUTION REQUIREMENTS.

All usage of the MOBILE SYNC SDK must include a reference to BEATGRID. A logo (“Logo”) is available at https://www.beatgridmedia.com along with a link to www.beatgridmedia.com using the standard linking format, which may be placed within (i) the “General Notice” or similar information area such as an “About Box” or “Info Box” (if one exists) or (ii) similar location (such as the conditions of use or the product detail section). Client shall not use any trademark, service mark, trade name or any other mark of BEATGRID or any other party or licensor except in accordance with the attribution requirements herein.

 

 16. WARRANTY DISCLAIMER.

THE MOBILE SYNC SDK IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, BEATGRID DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE MOBILE SYNC SDK AND THE CONTENT, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. BEATGRID DISCLAIMS ANY WARRANTY THAT CLIENT’S USE OF THE MOBILE SYNC SDK, AND WHETHER THE CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE.

 

17. REMEDY LIMITATIONS.

BEATGRID’s entire liability and BEATGRID’s sole and exclusive remedy for breach of the foregoing warranty shall be BEATGRID’s option to either: (i) Return to Client the license fee for the period in which the Software did not perform according to this warranty, or (ii) repair the defects or replace the Software.

 

 18. PARTIES INDEMNITY OBLIGATIONS.

Subject to this Agreement, Client shall defend, indemnify and hold BEATGRID, its affiliates, and licensors, and each of their respective employees, officers, directors, agents and representatives, harmless from and against any claims, damages, liabilities, costs and fees (including reasonable attorneys’ fees) arising out of or related to Client’s use of the MOBILE SYNC SDK (including all Content provided therein) or for any breach of this Agreement and/or any of the representations and warranties made herein. Client agrees that BEATGRID shall have no indemnity obligations for any use Client makes of the MOBILE SYNC SDK or the Content.

 

19. CONFIDENTIALITY

The Client will treat the Software as a trade secret and proprietary know-how belonging to BEATGRID that is being made available to the Client in confidence. All software, software-related information, commercial information provided by BEATGRID shall be treated as confidential. Client agrees to treat the Software with at least the same care as it treats its own confidential or proprietary information.

 

20. ARBITRATION

The parties agree to submit any dispute under this License to binding arbitration under the rules of the Netherlands Arbitration Institute in the following location: the court of The Hague in the Netherlands. Judgement upon the award rendered by the arbitrator may be entered in any court with jurisdiction to do so.

 

21. ATTORNEY FEES.

If any legal action is necessary to enforce this License, the prevailing party shall be entitled to reasonable attorney fees, costs and expenses in addition to any other relief to which it may be entitled.

 

 22. GENERAL PROVISIONS.

    1. Complete Agreement: This License Agreement together with all schedules referred to in this Agreement, all of which are incorporated herein by reference, constitutes the sole and entire Agreement between the parties. This Agreement supersedes all prior understandings, agreements, representations and documentation relating to the subject matter of this Agreement.
    2. Modifications: Modifications and amendments to this Agreement, including any exhibit, schedule attachment hereto, shall be enforceable only if in writing and signed by authorized representatives of both parties.
    3. Applicable law: This License will be governed by the laws of the Netherlands.
    4. Notices: All notices and other communications given, in connection with this License shall be in writing and shall be deemed given as follows: Per electronic e-mail to legal@beatgridmedia.com.

 

23. OTHER RESTRICTIONS.

The Client is solely responsible for the use of the MOBILE SYNC product and shall ensure that its use of the MOBILE SYNC SDK complies with all applicable laws and regulations, including without limitation, laws regarding personal data, privacy, copyright, human rights and export controls. Except as expressly authorized under this Agreement, Client may not (i) copy the MOBILE SYNC SDK or Content for purposes outside the scope of the licenses granted herein, (ii) use the MOBILE SYNC SDK to create an application that offers or promotes services that may be competitive with, damaging to, disparaging of or otherwise detrimental to BEATGRID’s services, or to its content providers, affiliates and partners, (iii) copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer, decompile, modify, create derivative works from, or alter any part of the MOBILE SYNC SDK or the Content, (iv) crawl, spider, index or in any way store information obtained from the MOBILE SYNC SDK or the Content (except for the limited license granted herein), or propagate any virus, worms, Trojan horses, or other programming routine intended to damage any system or data, (v) send or store infringing or unlawful material using the MOBILE SYNC product, (vi) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the MOBILE SYNC product, or (viii) otherwise use the MOBILE SYNC SDK on behalf of any third party.

 

24. OPEN SOURCE LICENSE TERMS.

The rights and licenses granted hereunder do not include any right, license, power or authority to subject the MOBILE SYNC SDK to open source license terms. Client expressly agrees it shall not perform, or permit any third party to perform, any actions concerning the MOBILE SYNC SDK in a manner that would require them, or any derivative works thereof, to be licensed under open source license terms. These actions include, but are not limited to, (i) combining the MOBILE SYNC product, or any derivative works thereof, with open source software, by means of incorporation or linking or otherwise, or (ii) using open-source software to create a derivative work of the MOBILE SYNC product.

 

25. LIMITATION OF LIABILITY.

In no event will BEATGRID be liable to Client or to any third party under any tort, contract, negligence, strict liability or other legal or equitable theory for any lost profits, lost or corrupted data, computer failure or malfunction, interruption of business, or other special, indirect, incidental or consequential damages of any kind arising out of the use or inability to use the MOBILE SYNC product, even if BEATGRID has been advised of the possibility of such loss or damages and whether or not such loss or damages are foreseeable, and regardless of whether any remedy set forth herein fails of its essential purpose or otherwise. Client’s only right with respect to any problems or dissatisfaction with the MOBILE SYNC SDK is to stop using the MOBILE SYNC product. Any claim arising out of or relating to this agreement must be brought within one (1) year after the occurrence of the event giving rise to such claim, and BEATGRID’s overall liability shall be capped at €500.

 

26. MISCELLANEOUS.
The relationship between the parties created by this Agreement is that of independent contractors and not partners, joint ventures, or agents. There are no third-party beneficiaries to this Agreement. The MOBILE SYNC SDK is subject to Netherlands export laws and applicable laws of other countries, with which Client shall strictly comply. This Agreement states the entire understanding between the parties with respect to its subject matter and supersedes all prior proposals, marketing materials, negotiations and other written or oral communications between the parties with respect to the subject matter hereof. The Client may not assign this Agreement or any rights or obligation hereunder; any purported assignment by Client, whether by operation of law, change in control, or otherwise, shall be null and void. A determination that any provision of this Agreement is invalid or unenforceable shall not affect the other provisions of this Agreement. This Agreement, and any dispute arising out of or in connection with this Agreement, the MOBILE SYNC product, will be governed by the law of the Netherlands, and Client submits to the personal jurisdiction of the courts in Amsterdam, Netherlands, and all disputes shall be exclusively subject to the jurisdiction of such courts; the parties expressly waive any objection to personal jurisdiction, venue or forum non convenience. The Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply. Neither party shall be liable or deemed in default for any delay or failure in performance of an order or any part of this Agreement to the extent that such delay or failure is caused by the following, but not limited to: accident, fire, industry-wide strike, embargo, act of the government, war, terrorism or national emergency requirement, act of God, act of the public enemy or any other cause beyond the reasonable control of Client or BEATGRID. In the event that this Agreement is translated into other languages and there is a discrepancy between any two language versions, the English version shall control to the extent that such discrepancy is the result of an error in translation.

 

27. ASSIGNMENT.
The rights conferred by this License shall not be assignable by the Client without BEATGRID’s prior written consent. BEATGRID may impose a reasonable License Fee on any such assignment.

 

BY ACCEPTING THIS AGREEMENT, THE MOBILE SYNC SDK (“ACCEPTANCE” OR “ACCEPTING”), YOU (“YOU”, “YOUR” OR “CLIENT”) ACCEPT AND AGREE TO BE BOUND BY THE FOLLOWING BEATGRID LICENSE AGREEMENT (“AGREEMENT”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY AND/OR OTHER LEGAL ENTITY OR PARTY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH BEATGRID, LEGAL ENTITY OR PARTY TO THIS AGREEMENT, IN WHICH CASE “YOU”, “YOUR” OR “CLIENT” SHALL MEAN SUCH COMPANY, LEGAL ENTITY OR PARTY. THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU AND BEATGRID MEDIA B.V. AND INCLUDES (I) THIS AGREEMENT, AND (II) ALL OTHER DOCUMENTS, POLICIES AND TERMS FOUND AT HTTPS://WWW.BEATGRIDMEDIA.COM OR PROVIDED TO YOU AT THE TIME OF YOUR ACCEPTANCE OF THIS AGREEMENT, WHICH ARE HEREBY INCORPORATED BY REFERENCE HEREIN. IN THE EVENT OF A CONFLICT BETWEEN THE TERMS OF THIS AGREEMENT AND SUCH ADDITIONAL DOCUMENTS, THIS AGREEMENT SHALL CONTROL WITH RESPECT TO YOUR USE OF BEATGRID MEDIA PRODUCTS.

 

© 2019 Beatgrid Media B.V., All Rights Reserved.

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