Terms of Service

Last Modified: 13 October 2024

These Customer Terms and Conditions (this "Agreement"), effective as of the date on which you click a button or check a box (or something similar) acknowledging your acceptance of this Agreement (the "Effective Date"), is by and between JustBeatzMusic ("JBM") and the entity on whose behalf the individual accepting this Agreement accepts this Agreement ("Customer"). The individual accepting this Agreement hereby represents and warrants that it is duly authorized by the entity on whose behalf it accepts this Agreement to so accept this Agreement. JBM and Customer may be referred to herein collectively as the "Parties" or individually as a "Party." The Parties agree as follows:

1. Definitions

  • Aggregated Data: Data and information related to or derived from Customer Data or Customer's use of the Services that is used by JBM in an aggregate and anonymized manner, including to compile statistical and performance information related to the Services.

  • Authorized User: Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (ii) for whom access to the Services has been purchased hereunder.

  • Customer Data: Information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services; provided that, for purposes of clarity, Customer Data does not include Aggregated Data.

  • Documentation: JBM's end user documentation relating to the Services available at justbeatzmusic.com.

  • Harmful Code: Any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby.

  • Order: (i) The purchase order, order form, or other ordering document entered into by the Parties that incorporates this Agreement by reference; or (ii) if Customer registered for the Services through JBM's online ordering process, the results of such online ordering process.

  • Personal Information: Any information that, individually or in combination, does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located, including without limitation all data considered "personal data," "personally identifiable information," or something similar under applicable laws, rules, or regulations relating to data privacy.

  • JBM IP: The Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, JBM IP includes Aggregated Data and any information, data, or other content derived from JBM's provision of the Services but does not include Customer Data.

  • Services: JBM's proprietary hosted software platform, as made available by JBM to Authorized Users from time to time.

  • Subscription Period: The time period identified on the Order during which Customer's Authorized Users may access and use the Services.

  • Third-Party Products: Any third-party products provided with, integrated with, or incorporated into the Services.

  • Usage Limitations: The usage limitations set forth in this Agreement and the Order, including without limitation any limitations on the number of Authorized Users (if any), and the applicable product, pricing, and support tiers agreed upon by the Parties.

2. Access and Use

2.1 Provision of Access

Subject to and conditioned on Customer's compliance with the terms and conditions of this Agreement, including without limitation the Usage Limitations, JBM will make available to Customer during the Subscription Period, on a non-exclusive, non-transferable (except in compliance with Section 13.8), and non-sublicensable basis, access to and use of the Services, solely for use by Authorized Users. Such use is limited to Customer's internal business purposes and the features and functionalities specified in the Order. JBM shall provide to Customer the necessary access credentials to allow Customer to access the Services.

2.2 Documentation License

Subject to and conditioned on Customer's compliance with the terms and conditions of this Agreement, JBM hereby grants to Customer a non-exclusive, non-transferable (except in compliance with Section 13.8), and non-sublicensable license to use the Documentation during the Subscription Period solely for Customer's internal business purposes in connection with its use of the Services.

2.3 Use Restrictions

Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to:

  • (i) Copy, modify, or create derivative works of any JBM IP, whether in whole or in part;
  • (ii) Rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation to any third party;
  • (iii) Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part;
  • (iv) Remove any proprietary notices from any JBM IP;
  • (v) Use any JBM IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;
  • (vi) Access or use any JBM IP for purposes of competitive analysis of JBM or the Services, the development, provision, or use of a competing software service or product, or any other purpose that is to JBM's detriment or commercial disadvantage;
  • (vii) Bypass or breach any security device or protection used by the Services or access or use the Services other than by an Authorized User through the use of valid access credentials; or
  • (viii) Input, upload, transmit, or otherwise provide to or through the Services any information or materials that are unlawful or injurious, or that contain, transmit, or activate any Harmful Code.

2.4 Reservation of Rights

JBM reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the JBM IP.

2.5 Suspension

Notwithstanding anything to the contrary in this Agreement, JBM may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services if:

  • (i) JBM reasonably determines that:
  • (A) There is a threat or attack on any of the JBM IP;
  • (B) Customer's or any Authorized User's use of the JBM IP disrupts or poses a security risk to the JBM IP or to any other customer or vendor of JBM;
  • (C) Customer, or any Authorized User, is using the JBM IP for fraudulent or illegal activities;
  • (D) Subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or
  • (E) JBM's provision of the Services to Customer or any Authorized User is prohibited by applicable law;
  • (ii) Any vendor of JBM has suspended or terminated JBM's access to or use of any Third-Party Products required to enable Customer to access the Services; or
  • (iii) In accordance with Section 5.1

(any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension"). JBM shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. JBM shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. JBM will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

2.6 Aggregated Data

Notwithstanding anything to the contrary in this Agreement, JBM may monitor Customer's use of the Services and collect and compile Aggregated Data. As between JBM and Customer, all right, title, and interest in Aggregated Data, and all intellectual property rights therein, belong to and are retained solely by JBM. Customer acknowledges that JBM may compile Aggregated Data based on Customer Data input into the Services. Customer agrees that JBM may:

  • (i) Make Aggregated Data available to third parties, including its other customers, in compliance with applicable law; and
  • (ii) Use Aggregated Data to the extent and in the manner permitted under applicable law.

3. Customer Responsibilities

3.1 General

Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions.

3.2 Third-Party Products

JBM may from time to time make Third-Party Products available to Customer or JBM may allow for certain Third-Party Products to be integrated with the Services to allow for the transmission of Customer Data from such Third-Party Products into the Services. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products. By authorizing JBM to transmit Customer Data from Third-Party Products into the Services, Customer represents and warrants to JBM that it has all right, power, and authority to provide such authorization.

3.3 Customer Control and Responsibility

Customer has and will retain sole responsibility for:

  • (i) All Customer Data, including its content and use;
  • (ii) All information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services;
  • (iii) Customer's information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services ("Customer Systems");
  • (iv) The security and use of Customer's and its Authorized Users' access credentials; and
  • (v) All access to and use of the Services directly or indirectly by or through the Customer Systems or its or its Authorized Users' access credentials, with or without Customer's knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

4. Support

During the Subscription Period, JBM will use commercially reasonable efforts to provide Customer with basic customer support via JBM's standard support channels during JBM's normal business hours.

5. Fees and Taxes

5.1 Fees

Where paid services are agreed between JBM and Customer per the Order, Customer shall pay JBM the fees ("Fees") identified in the Order without offset or deduction at the cadence identified in the Order (e.g., monthly or annually). Fees paid by Customer are non-refundable. If Customer fails to make any payment when due, and Customer has not notified JBM in writing within ten (10) days of the payment becoming due and payable that the payment is subject to a good faith dispute, without limiting JBM's other rights and remedies:

  • (i) JBM may charge interest on the undisputed past due amount at the rate of 1.5% per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law;
  • (ii) Customer shall reimburse JBM for all reasonable costs incurred by JBM in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and
  • (iii) If such failure continues for ten (10) days or more, JBM may suspend Customer's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full.

5.2 Taxes

All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on JBM's income. To the extent that JBM is required by law to pay any such taxes, duties, or other charges to any governmental or regulatory authority, JBM may invoice Customer for such taxes, duties, or other charges, and Customer will pay such invoiced amounts in accordance with this Agreement.

6. Confidential Information

6.1 Definition

From time to time during the Subscription Period, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media that:

  • (i) Is marked, designated, or otherwise identified as "confidential" or something similar at the time of disclosure or within a reasonable period of time thereafter; or
  • (ii) Would be considered confidential by a reasonable person given the nature of the information or the circumstances of its disclosure

(collectively, "Confidential Information"). Except for Personal Information, Confidential Information does not include information that, at the time of disclosure is:

  • (a) In the public domain;
  • (b) Known to the receiving Party at the time of disclosure;
  • (c) Rightfully obtained by the receiving Party on a non-confidential basis from a third party; or
  • (d) Independently developed by the receiving Party without use of, reference to, or reliance upon the disclosing Party's Confidential Information.

6.2 Duty

The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees, contractors, and agents who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder ("Representatives"). The receiving Party will be responsible for all the acts and omissions of its Representatives as they relate to Confidential Information hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required:

  • (i) In order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or
  • (ii) To establish a Party's rights under this Agreement, including to make required court filings.

Further, notwithstanding the foregoing, each Party may disclose the terms and existence of this Agreement to its actual or potential investors, debtholders, acquirers, or merger partners under customary confidentiality terms.

6.3 Return of Materials; Effects of Termination/Expiration

On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-use and non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire three (3) years from the date of termination or expiration of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

7. Personal Information

Customer will ensure that its Customer Data, and its use of such Customer Data, complies with this Agreement and any applicable law. Customer is responsible for properly configuring and using the Services and taking its own steps to maintain appropriate security, protection, and backup of Customer Data. Customer may not store or process protected health information (as defined in HIPAA) using the Services unless Customer signs a Business Associate Agreement with JBM. Customer may not store any payment cardholder information using the Services without JBM's prior written approval.

8. Intellectual Property Ownership; Feedback

8.1 JBM IP

As between Customer and JBM, JBM owns all right, title, and interest in and to the JBM IP and, with respect to Third-Party Products, the applicable third-party owns all right, title, and interest in and to the Third-Party Products.

8.2 Customer Data

JBM acknowledges that, as between JBM and Customer, Customer owns all right, title, and interest in and to the Customer Data. Customer hereby grants to JBM a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for JBM to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Data.

8.3 Feedback

If Customer or any of its employees or contractors sends or transmits any communications or materials to JBM by mail, email, telephone, or otherwise, suggesting or recommending changes to the JBM IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), JBM is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to JBM on Customer's behalf, and on behalf of its employees, contractors, and agents, all right, title, and interest in, and JBM is free to use, without any attribution or compensation to any Party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever.

9. Warranty Disclaimer

THE JBM IP IS PROVIDED "AS IS" AND JBM HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. JBM SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. JBM MAKES NO WARRANTY OF ANY KIND THAT THE JBM IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

10. Indemnification

10.1 JBM Indemnification

JBM shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, and costs (including reasonable attorneys' fees) ("Losses") incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's U.S. intellectual property rights, provided that Customer promptly notifies JBM in writing of the claim, cooperates with JBM, and allows JBM sole authority to control the defense and settlement of such claim.

10.2 Customer Indemnification

Customer shall indemnify, hold harmless, and, at JBM's option, defend JBM from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights and any Third-Party Claims based on Customer's or any Authorized User's negligence or willful misconduct or use of the Services in a manner not authorized by this Agreement, provided that Customer may not settle any Third-Party Claim against JBM unless JBM consents to such settlement, and further provided that JBM will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

10.3 Sole Remedy

THIS SECTION 10 SETS FORTH CUSTOMER'S SOLE REMEDIES AND JBM'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE JBM IP INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

11. Limitations of Liability

IN NO EVENT WILL JBM BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY:

  • (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES;
  • (ii) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS;
  • (iii) LOSS OF GOODWILL OR REPUTATION;
  • (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR
  • (v) COST OF REPLACEMENT GOODS OR SERVICES,

IN EACH CASE REGARDLESS OF WHETHER JBM WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL JBM'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY EXCEED THE TOTAL AMOUNTS PAID TO JBM UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Subscription Period and Termination

12.1 Subscription Period

The Subscription Period shall commence on the Effective Date and continue for the term specified in the Order. Thereafter, the Subscription Period shall automatically renew for additional periods equal to the initial term unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

12.2 Termination

In addition to any other express termination right set forth in this Agreement:

  • (i) JBM may terminate this Agreement, effective on written notice to Customer, if Customer fails to pay any amount when due hereunder and such failure continues more than fifteen (15) days after JBM's delivery of written notice thereof;
  • (ii) Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the other Party does not cure such breach within thirty (30) days after receipt of written notice of such breach; or
  • (iii) Either Party may terminate this Agreement, effective immediately, if the other Party becomes insolvent or is adjudicated as bankrupt, or upon the institution of any proceeding by or against the other Party seeking relief, reorganization, or arrangement under any laws relating to insolvency.

12.3 Effect of Termination

Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the JBM IP and, without limiting Customer's obligations under Section 6, Customer shall delete, destroy, or return all copies of the JBM IP and certify in writing to JBM that the JBM IP has been deleted or destroyed. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.

13. Miscellaneous

13.1 Entire Agreement

This Agreement, together with any other documents incorporated herein by reference and all related Orders, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

13.2 Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and addressed to the Parties at the addresses set forth on the Order or to such other address that may be designated by the receiving Party in writing. All communications shall be delivered by personal delivery, nationally recognized overnight courier, facsimile (with confirmation of transmission), email, or certified or registered mail (in each case, return receipt requested, postage prepaid).

13.3 Force Majeure

In no event shall JBM be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond JBM's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, governmental actions, war, terrorism, civil unrest, national emergency, labor disputes, or restraints or delays affecting carriers.

13.4 Amendment and Modification

No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.

13.5 Assignment

Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without JBM's prior written consent, which consent shall not be unreasonably withheld. Any purported assignment, delegation, or transfer in violation of this Section 13.5 is void. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

13.6 Governing Law

This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule.

Specific Terms for Music Licensing

1. Free Downloads

Free downloads are strictly for non-commercial use, such as personal demos or social media, with mandatory credit to "JustBeatz Music (Justyn Clark)." Modification, redistribution, or removal of tags is prohibited. Any violation may result in legal action.

2. Leasing Rights

Leasing grants limited commercial rights (up to 2,000 units) without transfer of ownership. Additional licenses are required to increase the sales cap, provided the beat remains available for lease. A leased beat may not be used for radio, video, or television airplay or commercial performances unless exclusive rights are purchased.

3. Premium Leasing Rights

Premium Leasing Rights expand circulation limits up to 10,000 units, with all other leasing conditions remaining the same.

4. Credit Agreement

All works using JBM beats must credit "JustBeatz Music (Justyn Clark)" in all publications, uploads, or digital distributions.

5. Payments

JBM accepts several payment methods. Services are delivered post-payment, and payment plans are available with no refunds if obligations remain unmet.

6. Public Performances

Only exclusive rights permit profitable performances. Free downloads may not be used for public shows.

7. Delivery

All products are delivered electronically within 24 business hours.

8. General Terms and Conditions

Customer is responsible for sample clearance and may not resell, redistribute, or alter JBM compositions. Exclusive rights do not grant ownership; JBM retains the right to use beats for promotional purposes. Violations may result in legal action.