INTRODUCTION

WE LOVE MUSIC! and thank you for using ReelTrak!

By signing up or otherwise using the ReelTrak service, websites, and software applications, or accessing any content or material that is made available by ReelTrak through the Service you are entering into a binding contract with ReelTrak.

USER AND SOFTWARE LICENSE AGREEMENT

This user and Software License Agreement (“User Agreement”) is a legal agreement between you and ReelTrak ApS, Havnegade 4, 2., 8000 Århus C, Denmark, registration number 36392932, Denmark (“ReelTrak”). This User Agreement applies to the use of the ReelTrak service (the “Service”) and the software originating from ReelTrak, and all contents and contents programs offered by ReelTrak (the “Software”) and the use of all ReelTrak Content and User Content.

By using all or any portion of the Software originating from ReelTrak, you accept all The terms and conditions of this User Agreement. To install the Software and/or download the corresponding software updates, upgrades or supplements to any Device is considered use of the Service and the Software as applicable. By using the Service, you agree to ReelTrak conditions and disclaimer according to this User Agreement.

In case of any material change to the User Agreement we will notify you. By continuing to use the Service and/or the Software after receiving such notice you accept any changes to the User Agreement.

GRANT OF LICENSE

This User Agreement grants a license (“License”) that permits you to use the Software. This License is non-exclusive and non-transferable. This License does not grant any rights to obtaining future upgrades, updates or supplements of the Software. If upgrades, updates or supplements of the Software are obtained, however, the use of such upgrades or updates is governed by this User Agreement and any amendments to it unless other terms accompany the upgrades, updates or supplements in which case those terms apply.

All sound, images, sheets and other similar material provided via the Service by ReelTrak is defined as the “ReelTrak Content”.

The Service and the ReelTrak Content are the property of ReelTrak or ReelTrak’s licensors. We grant you a limited, non-exclusive, revocable license to make use of the Service.

We also grant you a limited, non-exclusive license to use the Content as follows (defined as the “Content License”):

  • Personal, non-commercial use
  • Public performance

The License shall remain in effect until this User Agreement is terminated by you or ReelTrak. The Content License remains in force after termination of the User Agreement, unless the User Agreement is terminated due to your default.

The following is not permitted for any reason whatsoever:

  • circumventing any technology, security measures etc. used by ReelTrak, it’s licensors, or any third party to protect the ReelTrak Content or the Service
  • selling, renting, sublicensing of any part of the ReelTrak Service or the ReelTrak Content
  • circumventing any territorial restrictions applied by ReelTrak, licensors or partners
  • artificially increasing play count or otherwise manipulating the Services by using a script or other automated process
  • copying, redistributing, reproducing, recording, transferring, broadcasting, or making available to the public any part of the ReelTrak Service or the ReelTrak Content, or otherwise making any use of the ReelTrak Service or the ReelTrak Content which is not expressly permitted under the User Agreement or applicable law or which otherwise infringes the intellectual property rights (such as copyright) in the ReelTrak Service or the ReelTrak Content or any part of it.
    FOR THE AVOIDANCE OF DOUBT THIS MEANS THAT YOU MAY NOT POST, UPLOAD OR BY ANY OTHER MEANS MAKING ANY PARTS OF THE REELTRAK SERVICE OR THE REELTRAK CONTENT AVAILABLE TO THE PUBLIC VIA ANY SOCIAL MEDIA (www.facebook.com etc.), WEBSITE (www.youtube.com etc.) BLOG, MUSIC STREAMING- OR DOWNLOAD SERVICE, BY PHYSICAL RELEASE OR IN ANY OTHER WAY
  • synchronization of ReelTrak content with any kind of visual media output (film, television shows, advertisements, video games, accompanying website music, movie trailers, etc
  • altering or removing any copyright, trademark, or other intellectual property notices contained on or provided through the ReelTrak Service (including for the purpose of disguising or changing any indications of the ownership or source of any ReelTrak Content)
  • providing your password to any other person or using any other person’s username and password
  • “crawling” the ReelTrak Service or otherwise using any automated means (including bots, scrapers, and spiders) to collect information from ReelTrak
  • reverse-engineering, decompiling, disassembling, modifying, or creating derivative works based on the ReelTrak Service, ReelTrak Content or any part thereof unless permitted by applicable law

Please don’t engage in any activity, post any User Content, use the material purchased at the platform or register and/or use a username, which is or includes material that:

  • is intended to or does harass or bully other users
  • is offensive, abusive, pornographic, threatening, or obscene
  • is illegal, or intended to promote or commit an illegal act of any kind, including but not limited to violations of intellectual property rights, privacy rights, or proprietary rights of ReelTrak or a third party
  • includes your password or purposely includes any other user’s password or purposely includes personal data of third parties or is intended to solicit such personal data
  • includes malicious content such as malware, Trojan horses, or viruses, or otherwise interferes with any user’s access to the Service
  • impersonates or misrepresents your affiliation with another user, person, or entity, or is otherwise fraudulent, false, deceptive, or misleading
  • uses automated means to artificially promote content
  • involves the transmission of unsolicited mass mailings or other forms of spam (“spam”), junk mail, chain letters, or similar, including through the ReelTrak inbox
  • involves commercial or sales activities, such as advertising, promotions, contests, sweepstakes, or pyramid schemes, that are not expressly authorized by ReelTrak
  • links to, references, or otherwise promotes commercial products or services, except as expressly authorized by ReelTrak
  • interferes with or in any way disrupts the ReelTrak Service, tampers with, breaches, or attempts to probe, scan, or test for vulnerabilities in the Service or ReelTrak’s computer systems, network, usage rules, or any of ReelTrak’s security components, authentication measures or any other protection measures applicable to the Service, the Content or any part thereof or conflicts with the User Agreement, as determined by ReelTrak.

You acknowledge and agree that violation of the above may result in immediate termination or suspension of your ReelTrak account. You also agree that ReelTrak may also reclaim your username for any reason.

The ReelTrak software applications and the ReelTrak Content are licensed, not sold, to you, and ReelTrak and its licensors retain ownership of all copies of the software applications and the ReelTrak Content even after installation on your personal computers, mobile handsets, tablets, and/or other relevant devices (“Devices”).

All ReelTrak trademarks, service marks, trade names, logos, domain names, and any other features of the ReelTrak brand (“ReelTrak Brand Features”) are the sole property of ReelTrak or its licensors. The User Agreement does not grant you any rights to use any ReelTrak Brand Features whether for commercial or non-commercial use.

You agree to abide by our guidelines and not to use the ReelTrak Service, the ReelTrak Content, or any part thereof in any manner not expressly permitted by the User Agreement. Except for the rights expressly granted to you in this User Agreement, ReelTrak grants no right, title, or interest to you in the ReelTrak Service or ReelTrak Content.

Third party software (for example, open source software libraries) included in the ReelTrak Service are licensed to you either under the User Agreement or under the relevant third party software library’s license terms as published in the help or settings section of our desktop and mobile client and/or on the Website. By using the Service you agree to comply with all terms of any third party software library’s license terms in addition to the terms of this User Agreement

Furthermore, you grant us the right to allow the ReelTrak Service to use the processor, bandwidth, and storage hardware on your Device in order to facilitate the operation of the Service, to provide advertising and other information to you, and to allow our business partners to do the same. Any part of the ReelTrak Service, the ReelTrak Content you view, including its selection and placement, may be influenced by commercial considerations, including agreements with third parties.

In order for ReelTrak to be able to provide and continuously update the Service it is crucial for ReelTrak to comply with copyright legislation and to work closely together with record labels and rights organizations. We hope for your understanding and ask you to respect all the artists, owners of the ReelTrak Content and all persons and organizations involved in – or collaborating with ReelTrak making it possible for ReelTrak to provide the Service to you.

Your password protects your user account, and you are solely responsible for keeping your password confidential and secure. You understand that you are responsible for all use of your username and password on the Service. If your username or password is lost or stolen, or if you believe there has been unauthorized access to your account by third parties, please notify us immediately and change your password as soon as possible.

COPYRIGHT

ReelTrak owns all copyright and other intellectual, industrial and/or proprietary Rights to the Software. All content provided through the Service is owned by labels. ReelTrak Permits you to use the Software only in accordance with the terms of this User Agreement and disclaimer. ReelTrak reserves all rights not specifically granted in this User Agreement.

THIRD PARTY RIGHTS

You acknowledge and agree that the owners of the Content and certain distributors (such as app store providers) are intended third party beneficiaries of the User Agreement and have the right to enforce the User Agreement directly against you. Other than as set out in this section, the User Agreement is not intended to grant rights to anyone except you and ReelTrak, nor to create any third party beneficiary rights. Furthermore, the rights to terminate, rescind, or agree to any variation, waiver, or settlement of the User Agreement are not subject to the consent of any other person.

If you have downloaded the App from the Apple, Inc. (“Apple”) App Store or if you are using the App on an iOS device, you acknowledge that you have read, understood, and agree to the following notice regarding Apple. This Agreement is between you and ReelTrak only, not with Apple, and Apple is not responsible for the Service and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty, then you may notify Apple and Apple will refund any applicable purchase price for the App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including, but not limited to: (1) product liability claims; (2) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defence, settlement and discharge of any third party claim that the Service and/or your possession and use of the App infringe that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the Service. Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary of this Agreement. You hereby represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

USER GENERATED CONTENT TO THE REELTRAK SERVICES

ReelTrak users may post, upload, and/or contribute (“post”) content to the Service (which may include, for example, pictures, text, messages, information, playlist compilations, and/or other types of content) (“User Content”).

You warrant that the User Content you post on ReelTrak, does not violate the User Agreement, applicable law, or the intellectual property (including without limitation copyright), publicity, personality, or other rights of others or imply any affiliation with or endorsement of you or your User Content by ReelTrak or any artist, band, label, entity or individual without express written consent from such individual or entity.

ReelTrak may, but has no obligation to, monitor, review, or edit User Content posted on the internet or the service. In all cases, ReelTrak reserves the right to remove or disable access to any User Content for any or no reason, including but not limited to, User Content that, in ReelTrak sole discretion, violates the User Agreement. You are solely responsible for all User Content that you post. ReelTrak is not responsible for User Content nor does it endorse any opinion contained in any User Content.

INDEMNITY

You agree to indemnify and hold harmless ReelTrak, its officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including attorneys‘ fees and costs, due to or arising out of ReelTrak Content and/or User Content that you share, your violation of this User Agreement or any additional rules, guidelines or terms of use applicable for any part of the Service or ReelTrak Content and/or User Content provided or posted by you on or through the Service, or your violation or infringement of any third party rights, including intellectual property rights.

OTHER RESTRICTIONS

Renting, lending, public presentation, performance or broadcasting or any other kind of distribution of the Software is prohibited. Other than as permitted by applicable legislation, you will not, and you will not allow any person to, modify the Software or any part thereof, to analyze it by means of reverse engineering, to decompile or disassemble the Software or to make products derived from it.

WARRANTY

You understand and agree that ReelTrak service is provided “as is” without express or implied warranty or condition of any kind. You use the Service at your own risk. ReelTrak disclaims any warranty or conditions of merchantbility, fitness for a particular purpose or non-infringement.  In addition, ReelTrak does not warrant, endorse, guarantee or assume responsibility for any third party applications, User Content, or any other product or service advertised or offered by a third party on or through the Service or the Website, or featured in any banner or other advertising. You understand and agree that ReelTrak is not responsible or liable for any transaction between you and third-party providers of products or services advertised on or through the Service.

LIMITATION OF LIABILITY

You agree that, to the extent permitted by applicable law, your sole and exclusive remedy for any problems or dissatisfaction with the Service, the Software or any third party application is to uninstall any the Software and to stop using the Service or the third party Applications.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL REELTRAK, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS OR LICENSORS BE LIABLE FOR (i) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE OR ANY THIRD PARTY APPLICATIONS, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER REELTRAK HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (ii) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE OR THIRD PARTY APPLICATIONS MORE THAN THE AMOUNTS PAID BY YOU TO REELTRAK DURING THE PRIOR THREE MONTHS IN QUESTION.

Nothing in this User Agreement removes or limits ReelTrak’s liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence. Some aspects of this section may not apply in some jurisdictions.

AMENDMENTS TO THE OFFERED SERVICE

ReelTrak reserves the right to amend any information, including but not limited to prices, specifications and product offerings without prior notice. Current Information is found on the website www.reeltrak.com (“the Website”) and through the Software.

FORCE MAJEURE

If and to the extent that ReelTrak’s performance in fulfilling the obligations pursuant to this User Agreement is, hindered or delayed due to circumstances beyond the reasonable control of ReelTrak, such as, internet downtime, missing or late delivery from sub-suppliers, lightning, labor disputes, scarcity of work force, fire, acts of war, terrorism, requisition, seizure, currency restriction, riots and civil disorders, shortage of means of transportation, shortage of goods, amendments to regulations issued by governmental authorities, intervention of authorities (each, a “Force Majeure Event”), then ReelTrak shall be excused from any Performance or liability of those obligations affected by the Force Majeure Event for as long as such Force Majeure Event continues. If ReelTrak performance is prevented, hindered or delayed by a Force Majeure Event ReelTrak shall immediately notify you of the occurrence of the Force Majeure Event via the

Website.

TERMINATION

Without prejudice to any other rights, ReelTrak may immediately terminate this User Agreement if you fail to comply with any of it’s terms and conditions or this Use Agreement. Termination due to your default will result in an indefinite ban from the Service without the Possibility of compensation for your costs spent.

The provisions of this User Agreement, which by their nature are intended to survive termination, will remain in effect after termination of this User Agreement.

ENTIRE AGREEMENT

This User Agreement (including any material or functions supplied with the Software) is the entire agreement between you and ReelTrak relating to the Software and the Service. If any provision of this User Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.

TRANSLATIONS

The English version of this User Agreement is the authoritative version. Any Translations are provided for convenience only.

GOVERNING LAW

This User Agreement and any disputes related to this User Agreement or to the use of the Services or Software provided by ReelTrak shall be governed by and construed in accordance with the laws of Denmark excluding any provisions of law that would lead to the application of any law other than Danish law. All dispute shall be settled by the City Court in Aarhus, Denmark