THIS AGREEMENT (referred to as the "Agreement") is a legally binding contract between BEATPASS, a privately held company organized under the laws of the state of Zurich, Switzerland ("Beatpass"), and the client, whether personally or on behalf of an entity ("Client"). This agreement pertains to the access and use of Beatpass's website: https://www.beatpass.net/ (the "Website") and any other media form, channel, mobile website, or mobile application related to or connected with it. Failure to accept and adhere to the terms outlined herein results in the explicit prohibition of the Client's use of the Website, with the Client instructed to discontinue use immediately. In such a case, the relationship between the Client and Beatpass ceases, except for the ongoing obligation of the Client to pay for services rendered by Beatpass.
**1. Ownership of Intellectual Property**
The Website, including all its content (referred to as the "Content") and trademarks, service marks, and logos (referred to as the "Marks"), is the property of Beatpass. All rights to the Content and Marks are owned and controlled by Beatpass, protected by copyright, trademark laws, and other applicable intellectual property laws in Switzerland, foreign jurisdictions, and international conventions. The Content and Marks are provided for informational and personal use only. Any commercial use or reproduction of the Website, Content, or Marks without express written permission from Beatpass is strictly prohibited.
**2. Materials Ownership**
Despite Beatpass's ownership of submissions, all possible production and original source files created on behalf of the Client ("Projects") belong to the Client. Music copyright ownership is excluded with a “Standard” Pass. In case of any legal circumstances making Beatpass the owner of a Project, Beatpass irrevocably and perpetually assigns its entire interest in the Project to the Client. Client is responsible for ensuring that materials provided to Beatpass during the production process are owned by the Client and do not infringe on any third party's rights.
**3. User Representations**
By using the Website, the Client represents that they have the legal capacity, agree to comply with the Terms of Use, are not a minor, will not use automated or non-human means to access the Website, and will not use the Website for any illegal or unauthorized purpose.
**4. Prohibited Activities**
The Client agrees not to use the Website for any purpose other than its intended use. Prohibited activities include unauthorized use, data retrieval for creating databases, interference with security features, unauthorized framing or linking, deception, harassment, and any actions inconsistent with applicable laws.
**5. Client Feedback**
Any feedback or submission provided by the Client becomes the sole property of Beatpass, which has the right to use and disseminate it for any lawful purpose.
**6. Management and Oversight**
Beatpass reserves the right to monitor the Website for violations and take legal action, including restricting or denying access to the Website.
**7. Privacy Policy**
The Client agrees to abide by the Privacy Policy. Beatpass may transfer and process data in Switzerland, and the Client's continued use of the Website constitutes consent to such transfer.
**8. Returns and Refunds**
As described on the homepage, Beatpass does not grant refunds.
**9. Modification**
Beatpass can change, alter, or remove content on the Website at its sole discretion and may modify or discontinue the Website without notice.
**10. Connection Interruptions**
Beatpass does not guarantee continuous Website availability. The Client agrees that Beatpass is not liable for any inconvenience caused by interruptions.
**11. Governing Law**
These Terms of Use are governed by the laws of the Canton of Zurich, Switzerland.
**12. Litigation**
Any legal action shall be brought in the state courts of Zurich, Switzerland. The parties consent to personal jurisdiction in said courts and waive defenses of lack of personal jurisdiction.
**13. Disclaimer**
The Website is provided as-is, and Beatpass disclaims all warranties. Beatpass is not liable for errors, viruses, or inaccuracies in content. Beatpass does not endorse or guarantee third-party products or services.
**14. Limitations of Liability and Indemnification**
Beatpass and its entities are not liable for direct, indirect, or consequential damages. The Client agrees to defend, indemnify, and hold Beatpass harmless from any claims arising from the Client's use of the Website.
**15. User Data**
The Client is solely responsible for data transmitted or related to any activity on the Website, and Beatpass is not liable for any loss or corruption of such data.
**16. Electronic Communications**
The Client consents to receive electronic communications from Beatpass and agrees to electronic signatures, contracts, and records.
**17. Showcasing Production Work**
Beatpass reserves the right to share production work publicly unless otherwise agreed upon in and NDA between the Client and Beatpass.
**18. Referrals**
Referral tracking and payouts are handled directly by Beatpass.
**19. Miscellaneous**
These Terms of Use and any policies posted on the Website or regarding the Website constitute the entire agreement and understanding between the Client and Beatpass. Failure of Beatpass to enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. If any provision or part of these Terms of Use is determined to be unlawful, void or unenforceable, that provision shall be severed from these Terms of Use but shall not otherwise affect the validity or unenforceability of the remaining provisions herein. Nothing in these Terms of Use, the Privacy Policy or on the Website shall be construed to constitute the forming of a joint venture, partnership, employment or agency relationship between Client and Beatpass.
20. **Contact information**
If you have any questions or complaints regarding the website, please contact Beatpass using the contact form on the homepage in the "Contact" section
31.01.2024