By accepting these Terms, creation of an account, registration as a subscriber or by your continued access and/or use of the Naxos services, websites, and software applications (together, the "Naxos Service" or "Service"), or accessing any content or material that is made available by Naxos through the Service (the "Content"), you are entering into a binding contract with Naxos. You acknowledge that you have read and understand, accept, and agree to be bound by the Terms. If you don't agree to (or cannot comply with) the Terms, then you may not use, access, or otherwise interact with the Naxos Service.
Unless otherwise stated, the Naxos Service is for the personal use of users only.
You agree to indemnify and hold harmless Naxos for your failure to comply with any of the Terms.
2. Age Requirements
In order to use the Service and access the Content, you need to (1) be 18 or older, or such other age at which an individual may enter into a legally binding agreement, (2) have the power to enter a binding contract with us and not be barred from doing so under any applicable laws, and (3) be resident in a country where the Service is available.
If you are 13 years of age or older, but under 18 years of age, you must obtain the permission of your parent or legal guardian to use the Naxos Service and to accept the Terms.
You also promise that any registration information that you submit to Naxos is true, accurate, and complete, and you agree to keep it that way at all times.
Naxos may at any time change, add or remove part or any part of these Terms by posting amended Terms on the Service. Naxos will post the date of amendments plainly on the Service. It is your responsibility to check and review the Terms, as your continued use of the site constitutes acceptance of the Terms. If any new content, products, functionalities or services become available, they will be considered a part of the Service and your use of them will be governed by the Terms.
4. Intellectual Property
All Content and Service on Naxos are owned or licensed by Naxos and protected by copyright, trademark and other intellectual property laws and international treaty provisions, and all such rights are retained by their respective owners. We reserve all rights not expressly granted in these Terms. This Content includes but is not limited to, all music, software, text, images, graphics, user interfaces, videos, photographs, trademarks, logos, and artwork. The content is for personal, non-commercial use, and no part of the Service or Content may be sold, rented, leased, downloaded, copied, reproduced, recorded, broadcast, distributed, uploaded, posted, altered to make new works, performed, digitized, or transmitted to any third party in any way for any purpose, without the prior express written consent of Naxos. You may not publicly display or perform (in whole or in part) any of the Content.
You may not attempt to, nor assist, authorize or encourage others to circumvent, disable or workaround any technological measures that are used for security or digital rights management purposes as part of the Service. You must promptly notify us in writing upon your discovery of any unauthorized use or infringement of the Service or intellectual property rights contained within the Service.
Notwithstanding any other part of the Terms, Naxos reserves the right to modify, suspend, takedown, remove, or disable access to any Service, Content, or other elements and materials at any time without notice. Under no circumstances is Naxos liable for these changes.
5. Your Use of Naxos Services
A. Your Information
Before accessing the Service, you may be required to create a customer account (the "Account"). You agree to provide true, accurate, current and complete information as prompted by the registration process (the "Registration Data"). You agree that Naxos may store and use the Registration Data to facilitate use and management of your Account and to facilitate charges direct to your provided billing information. You are responsible for maintaining the confidentiality of Account information, including password, and for all activity that occurs in or from your Account. You agree to notify Naxos immediately of any unauthorized use of your Account or password, or any other breach of security. You may be held liable for all activity, as well as losses incurred by Naxos or any other user of the Service, due to any unauthorized third-party use of your Account. You agree not to use anyone else's password or customer account at any time. By using the Service and providing your email address when prompted, you grant permission for Naxos to contact you.
B. Purchases and Payments
Free Content. Naxos may provide the ability to download or use Content free of charge and the Terms will apply to free Content.
Purchase of Content. You agree to pay the specific fees, costs or other charges resulting from your use of the Service.
Payment Processing. Payment must be made by any major credit card accepted by Naxos or any other methods of payment as Naxos may accept. If Naxos does not receive payment from the credit card issuer, you agree to pay all amounts due upon demand by Naxos. You agree to pay any reasonable costs and attorney fees incurred by Naxos to collect past due amounts. You release Naxos from all liabilities and claim of loss resulting from any error or discrepancy that is not reported to Naxos within sixty (60) days of its first appearance.
Taxes. You are solely responsible for any taxes, duties, or custom fees in connection with the sale of Content, including any penalties or interest.
All sales final. Use of the Site includes the ability to enter into agreements and/or to make purchases electronically. All sales are final and no returns, replacements, or refunds will be issued. You acknowledge that your electronic submissions constitute your agreement. If technical problems delay or prevent delivery of your Product, you will be given either a replacement of such Product, or refund of the purchase price paid for such Product.
Trials. We may offer trials of Services for a specified period of time without payment, or at a reduced rate ("Trial"). Your eligibility for a Trial is at the sole discretion of Naxos, and, subject to applicable laws, may be terminated or modified at any time by Naxos without any liability, to the greatest extent permitted by law.
Automatic Charges. Naxos may, at the end of a Trial period, automatically begin to charge you for the paid subscription, on a recurring monthly basis. By providing your payment to Naxos, you are agreeing to the automatically recurring charge for the Service subscription period. Otherwise, you must cancel the subscription or terminate your Account prior to the next recurring monthly billing period. Naxos will not refund any charges you have already paid.
Cancellations. If you purchase a subscription to a Naxos Service, you may cancel the subscription at any time prior to the end of the applicable billing period in accordance with the cancellation instructions for the Service, and the cancellation will apply to the next period. Naxos will not issue a refund for the current billing period, except in the event of a defect, or as otherwise set forth in these Terms.
Price Changes. Naxos reserves the right to change its fees and billing methods. If any such change is unacceptable to you, you may terminate the relationship and these Terms immediately and at any time in accordance with these Terms.
Declining Price Changes. You may choose to cancel your subscription if the event you do not want to pay an increased price for a subscription.
6. Your Rights
These Terms grant you a non-exclusive license, for the limited amount of time in the case of a purchase for a rental period, which is non-transferable, and non-sublicensable for your personal, non-commercial use only. All rights, title, and interest in Service and Content not expressly granted to you in these Terms are reserved by Naxos and, where appropriate, its licensors. In the event you violate any of the Terms, any and all rights granted to you will immediately terminate and Naxos may terminate your access to the Service without refund.
7. Exclusions and Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXCLUDE FROM THESE TERMS ALL WARRANTIES, REPRESENTATIONS, STATEMENTS, TERMS AND CONDITIONS EXPRESSED OR IMPLIED BY LAW. OUR SERVICE IS AVAILABLE TO YOU "AS IS" AND YOU ASSUME THE ENTIRE RISK AS TO ITS QUALITY AND PERFORMANCE.
ANY MUSICAL TRACKS OR OTHER MATERIAL DOWNLOADED, STREAMED OR OTHERWISE ACCESSED OR OBTAINED THROUGH THE USE OF THE SERVICE IS AT YOUR SOLE DISCRETION, RISK AND RESPONSIBILITY.
WE MAKE NO WARRANTY THAT: (A) THE SERVICE MEETS YOUR REQUIREMENTS; (B) THE SERVICE CAN RUN ON YOUR DEVICE; (C) THE RESULTS OBTAINED FROM YOUR USE OF THE SERVICE ARE RELIABLE; AND (D) THE QUALITY OR DELIVERY OF THE SERVICE MEETS YOUR EXPECTATIONS.
WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. THERE MAY BE DELAYS, OMISSIONS OR INTERRUPTIONS IN THE INFORMATION, E-COMMERCE PRODUCT OFFERINGS OR OTHER MATERIALS AVAILABLE THROUGH THE SERVICE. WE ARE NOT RESPONSIBLE FOR THE AVAILABILITY, INFORMATION OR SERVICES OF OTHER THIRD-PARTY PROVIDERS, ONLINE MERCHANTS OR ADVERTISERS THAT MAY BE LINKED TO OR POSTED WITHIN THE SERVICE.
WE RESERVE THE RIGHT TO CORRECT ANY ERRORS OR OMISSIONS IN THE SERVICE. ALTHOUGH WE TAKE REASONABLE STEPS TO PREVENT THE INTRODUCTION OF VIRUSES, WORMS, TROJAN HORSES OR OTHER DESTRUCTIVE MATERIALS TO THE SERVICE, WE DO NOT GUARANTEE OR WARRANT THAT THE SERVICE DOES NOT CONTAIN SUCH DESTRUCTIVE FEATURES. IF YOU RELY ON THE SERVICE AND ANY MATERIALS AVAILABLE THROUGH THE SERVICE, YOU DO SO SOLELY AT YOUR OWN RISK.
IN NO EVENT ARE WE OR OUR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS LIABLE UNDER OR IN RELATION TO THESE TERMS FOR ANY INCIDENTAL, INDIRECT, SPECIAL, ECONOMIC, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY LOSS OR DAMAGE OF ANY KIND OR LOSS OF REVENUE, PROFITS, GOODWILL, BARGAIN OR OPPORTUNITIES OR LOSS OR CORRUPTION OF DATA OR LOSS OF ANTICIPATED SAVINGS INCURRED OR SUFFERED BY YOU WHETHER CAUSED BY NEGLIGENCE OR OTHERWISE OR WHETHER OR NOT WE WERE AWARE OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THIS INCLUDES BUT IS NOT LIMITED TO THE TRANSMISSION OF ANY COMPUTER VIRUSES OR ANYTHING ELSE THAT MAY INTERFERE WITH OR DAMAGE THE OPERATION OF YOUR COMPUTER SYSTEMS, ANY ERROR, OMISSIONS, INTERRUPTIONS OR OTHER INACCURACIES IN THE SERVICE (INCLUDING WITHOUT LIMITATION AS A RESULT OF BREACH OF ANY WARRANTY OR OTHER TERM OF THESE TERMS) AND ANY MODIFICATION, MALFUNCTION, SUSPENSION, DISCONTINUANCE OF OR INTERRUPTION TO OR OF THE SERVICE.
IF THE LAWS OF YOUR LOCATION DO NOT ALLOW US TO EXCLUDE OUR LIABILITY FOR BREACH OF CONDITIONS OR WARRANTIES EXPRESSED OR IMPLIED BY LAW, BUT ALLOWS LIMITATION, OUR LIABILITY IS, AT OUR ELECTION, LIMITED TO, THE SUPPLYING OF THE SERVICES AGAIN OR THE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN.
IN SOME CASES, THE LAWS OF YOUR LOCATION MAY APPLY TO YOUR ONLINE DEALINGS WITH US AND YOU MAY HAVE ADDITIONAL LEGAL RIGHTS. WE ALWAYS RECOMMEND THAT YOU SHOULD SEEK LOCAL LAW ADVICE IF YOU HAVE A COMPLAINT ABOUT US; HOWEVER, WE SUGGEST THAT YOU SPEAK TO US FIRST - THAT WAY YOU CAN SEE IF WE CAN RESOLVE ANY COMPLAINT YOU MAY HAVE.
NOTWITHSTANDING ANYTHING ELSE IN THIS CLAUSE 7, NAXOS'S CUMULATIVE LIABILITY TO YOU OR ANY PARTY RELATED TO YOU FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OR USE OF THE SERVICES WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAID FOR THE APPLICABLE PORTION OF THE SERVICES AT ISSUE WITHIN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF YOUR CLAIM. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS. IN NO EVENT SHALL NAXOS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, REGARDLESS OF THE CAUSE OF ACTION ON WHICH THEY ARE BASED, EVEN IF NAXOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING.
8. General Provisions
Either Naxos or you may, without prior notice, terminate these Terms for any reason and at any time, with or without cause by providing notice to you at the contact email address specified by you from time to time if the termination is by Naxos, or if the termination is by you to email@example.com with the word "Termination" in the subject matter line, giving adequate personal details to Naxos to identify you. In the case of termination by Naxos, upon notice of termination being sent (but not necessarily received) termination shall be effective and your right to use the Service shall immediately cease. In the case of a termination notice sent by you, such notice shall be effective upon acknowledgement by Naxos that the termination notice has been received.
Termination of this Agreement shall not relieve you of any obligations to pay any outstanding amounts due, including but not limited to any prorated charges accrued for a billing cycle in which this Agreement is terminated.
B. Force Majeure
We will not be in breach or default of any obligation, agreement, covenant (whether express or implied) by reason of any circumstance beyond our reasonable control including any act of nature, industrial dispute, act of God or governmental or other authority. We shall notify you as soon as practicable of any anticipated delay due to force majeure. The performance of our obligations under these Terms will be suspended for the period of the delay due to force majeure. Your obligation to pay the annual subscription fee is not affected by this Clause 7(B).
C. Dispute Resolution
D. Class Action Waiver and Arbitration
i. Class Action Waiver
ARBITRATION MUST BE ON AN INDIVIDUAL BASIS. WHERE PERMITTED UNDER THE APPLICABLE LAW, NEITHER YOU NOR NAXOS MAY BRING CLAIMS AGAINST THE OTHER AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. YOU AND NAXOS MAY ONLY BRING CLAIMS IN YOUR OR ITS INDIVIDUAL CAPACITY.
In the event of any controversy or claim arising out of or relating to this contract, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If they do not reach settlement within a period of 60 days, then either party may, by notice to the other party and the American Arbitration Association or the International Centre for Dispute Resolution, demand mediation under, as applicable, the Commercial Mediation Procedures or the International Mediation Procedures of the International Centre for Dispute Resolution. If settlement is not reached within 60 days after service of a written demand for mediation, any unresolved controversy or claim arising out of or relating to this contract shall be settled by arbitration in accordance with, as applicable, the Commercial Mediation Procedures or the International Arbitration Rules of the International Centre for Dispute Resolution.
E. No Waiver or Action
A waiver or non-action by either party of any term or condition of this Agreement in any instance will not be deemed or construed as a waiver of such term or condition for the future or any subsequent breach.
Notice may be given by any of the following methods and shall be deemed to have been received by email, regular mail, or postings on the Service.
G. Whole Agreement
This Agreement constitutes the entire agreement between you and Naxos relating to its subject matter, and supersedes all prior agreements between you and Naxos, whether oral or written, relating to its subject matter.