TERMS AND CONDITIONS
1.1. In this Agreement, unless specified to the contrary, the following words and phrases either:
1.1.1 have the expressed meaning given to them; OR
1.1.2 have the meaning given to them in the clause set out opposite them:
1.2. 'Content' means any information, image, sound, data, or coding uploaded to the Website by a Content Provider including without limitation the times, dates and venues of upcoming performances by the Content Subject Matter.
'Content Provider', 'You' and 'Your' means the party entering into this Agreement as the proprietary owner of Content, with the intention of uploading such Content to the Website.
'Content Subject Matter' means the band, artist or other music related entity being the subject of the Content. 'EatNoise' means EatNoise Pty Ltd ACN 130 776 279 of 73 Ramsden Street, Clifton Hill, 3068 Victoria, Australia.
'Term' means the period commencing at the time the Content Provider uploads Content on to the Website and terminates at the time such Content is removed from the Website subject to the further provisions herein.
'Territory' means the World. 'Website' means the EatNoise website located at URL: www.eatnoise.com
'Users' means the party entering into this Agreement (excluding Content Providers) as a user of the Website by way of it accessing the Website and viewing the Content.
Eatnoise is a online social network of venues, fans, artists & managers, and an online 'gig guide' operating through the Website. Eatnoise functions by permitting Content Providers to upload their Content to the Website thus forming 'profiles' with respect to the Content Subject Matter. Once uploaded, the Content or 'profiles' may be accessed and viewed by Users. This Agreement sets out the terms and conditions by which Content Providers and Users may access and utilise the Website.
3. CONTENT PROVIDERS - GRANT OF RIGHTS
3.1 The Content Provider by uploading Content on the Website, hereby grants to EatNoise during the Term and throughout the Territory, the right to host the Content on the Website and the right to use, re-produce, alter, adapt broadcast, publish and communicate the Content to the public for the purposes of promoting the Content, the Content Subject Matter and/or the Website.
3.2. EatNoise has the right to remove or edit any Content or 'profiles' from the Website at any time in its sole discretion.
3.3. Notwithstanding anything to the contrary herein, in the event that the Content Provider is no longer affiliated or associated with the Content Subject matter, then EatNoise reserves the right to deal with the Content Subject Matter directly with respect to retaining the Content on the Website thereby transferring the rights granted to the Content Provider hereunder directly to the Content Subject Matter. The decision to retain any Content on the Website shall be at the unfettered discretion of EatNoise.
3.4. EatNoise reserve the right to alter, modify, add to or change in any way, any provision of these Terms & Conditions and may, in its absolute discretion, limit or expand the services available via the Website without giving prior notice to Content Providers and/or Users.
4. CONTENT PROVIDERS - COPYRIGHT & INTELLECTUAL PROPERTY
4.1. All Content or information uploaded to and contained on the Website including (without limitation) any underlying software, trade mark, logos, design, text, images, audio, video and artwork (including the name, image, likeness and/or biographical materials of Content Subject Matter) shall be provided by way of non-exclusive license to EatNoise by the relevant Content Providers for the duration of the Term.
4.2. The uploading of any Content hereunder does not transfer to EatNoise any proprietary interest or copyright in such Content.
5. CONTENT PROVIDERS - EXCLUSION OF AND LIMITATION OF LIABILITY
5.1. The Website is provided 'as is' and without representations or warranties of any kind to Content Providers, whether express or implied, including without limitation as to the quality and/or fitness of the Website for a particular use, accessibility or warranties that access or use of the Website will be uninterrupted or error-free, and that the Website and/or the Content will be secure or free of viruses or other harmful material or elements, or that any of the Content will be correct, accurate, timely or complete.
5.2. Content Providers agree not to post any abusive, obscene, vulgar, slanderous, hateful, threatening, sexually-oriented or any other material that may violate any laws be it of your country, the country where the Website is hosted or international law. You acknowledge that doing so may lead to you being immediately and permanently banned from the Website and your Content being removed.
6. USERS - EXCLUSION OF AND LIMITATION OF LIABILITY
6.1. The Website is provided 'as is' and without representations or warranties of any kind to Users, whether express or implied, including without limitation as to the quality and/or fitness of the Website for a particular use, accessibility or warranties that access or use of the Website will be uninterrupted or error-free, and that the Website and/or the Content will be secure or free of viruses or other harmful material or elements, or that any of the Content will be correct, accurate, timely or complete.
6.2. As EatNoise are not responsible for the Content on the Website, EatNoise does not take any responsibility for any Content deemed to be offensive, discriminatory or misleading to Users in any way.
6.3. Where EatNoise via its Website provides links to other websites, it does so for information and convenience purposes only. EatNoise has no control over, and shall not be responsible for any such Website and/or the content thereof.
7.1. Each party indemnifies the other against any claim, loss, damage, suit, action, proceedings, costs or expenses (including legal costs) of any nature whatsoever made against either party or which either party may suffer or incur by reason of any breach or alleged breach of these Terms & Conditions by either party such indemnity being without prejudice to any other right or remedy of either party in respect of such breach.
7.2. Content providers and Users hereby indemnify EatNoise against any loss or damage suffered in the event that any Content or information provided on the Website is incorrect or in any way misleading.
7.3. Content providers and Users hereby indemnify EatNoise against any loss or damage suffered in the event that any aspect of the Website does not function as intended for any reason beyond the reasonable control of EatNoise and particularly in connection with: service interruptions caused by an internet service provider; an internet connection; any fault or deficiency in computer hardware or software; any fault or deficiency in audio/visual hardware.
7.4. Should EatNoise in its sole discretion, determine that any party has breached these Terms & Conditions, then nothing herein shall prevent or in any way restrict its right to pursue any of its legal and/or other remedies, including, without limitation, court action.
8. REGISTRATION AND PRIVACY
8.1. In order that Content Providers fully utilise the services contained on the Website, they will be required to register with EatNoise via the registration portal on the Website and will be required to and provide EatNoise with certain personal information. Content Providers agree to provide accurate registration data to EatNoise and to regularly update such data as and when necessary.
8.2. Content Providers agree to any information they have entered being stored in the EatNoise database. While this information will not be disclosed to any third party without the prior written consent of the Content Provider, EatNoise shall not be held responsible for any “hacking” attempt that may lead to the data being compromised. Privacy Statement:
8.3. EatNoise is committed to protecting its clients’ privacy, and will not use any information which it collects in the course of, or in relation to, Content Providers or Users use of the Website otherwise than as disclosed herein or on the Website. EatNoise will use its best efforts ensure that any personal information of Content Providers and/or Users will not be disclosed to other institutions and authorities except if required by law or other regulation.
9. GOVERNING LAW AND JURISDICTION
9.1. These Terms & Conditions and their access and use of the Website shall be governed by and construed in accordance with Victorian Law (Australia). By accessing and using the Website, Content providers and Users accept that any dispute under these Terms & Conditions or arising out of access and/or use of the Website shall be subject to the exclusive jurisdiction of the Victorian Courts in Australia and by accessing and/or using the Website, Content Providers and Users hereby submit to the jurisdiction of such courts for such purposes.
9.2. Users and/or Content Providers are solely responsible for compliance with any applicable laws of the country from which they access this Website.
10. ASSIGNMENT OF RIGHTS
10.1 EatNoise may in its discretion sub-contract or assign any of its rights or obligations under this Agreement to a third party for the purpose of EatNoise fulfilling its obligations under this Agreement.