v. October 5th 2024
These terms (the "Terms") apply to your use of the KOSIGN desktop and mobile application portals ("Portal") which if you are accepted to join the service you will be given access to. Please read these terms carefully and ensure that you understand them before you use the Portal. By downloading, accessing and/or using the Portal, you confirm that you have read, understood and accepted these Terms and that you agree to abide by them and any changes made to them from time to time. You acknowledge that the Terms constitute a legally binding contract between us and you (and, if relevant, any organisation on whose behalf you are acting). If you are acting on behalf of any organisation, you confirm that you have the requisite authority, power and right to fully bind that organisation. You also agree that you shall not use the Portal in any manner not expressly permitted by these Terms or which is deemed unlawful or fraudulent. If you (or, if relevant, your organisation) do not agree to the Terms (or if you do not have the right to bind your organisation), you must not download, access or use the Portal.
The Portal is owned and operated by, or on behalf of, Kosign Services Limited and Kosign Services America Inc. ("we" or "us" or "Kosign"). We are registered in England and Wales under company number 16007137 and our registered office is at 5th Floor, Goldings House, 2 Hay's Lane, London SE1 2HB. Our VAT registration number is 774 1503 34. These Portal Terms and Conditions together with the (i) Privacy Policy and the Publishing Terms of Service (including all processes and requirements referenced therein) referred to as the “Published Kosign Policies” each as updated from time to time constitute the agreement between Kosign and you.
1. For security reasons, access to your Portal will be strictly controlled by the use of a username/password combination, which Kosign will issue to you by email. This username/password combination may be changed by Kosign from time to time. As your password protects your account on the Portal, you should use a strong and unique password.
2. You must not misuse the Portal by knowingly introducing viruses, or other damaging content which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Portal, the server on which the Portal is stored or any server computer or database connected to the Portal.
3. You must not leave the electronic device from which you have accessed your Portal unattended whilst you are logged on, or allow anyone else to access your Portal using your username or password. On-line access will be subject to automatic time outs after a period of inactivity as determined by us. We may refuse to allow you or the representatives you have authorised access to your Portal if we reasonably suspect that an unauthorised person is attempting to log in to access it, or incorrect details are used in attempting to log in. The Portal may only be accessed and used on a device owned or controlled by you and running the relevant operating system for which the Portal was designed, so you must make sure you have a compatible device which meets all the necessary technical specifications to enable you to access and use the Portal.
4. If you register for any feature that requires a password and/or username and you agree that: (i) you are solely responsible for all activities that occur under your account, password, and username - whether or not you authorized the activity; (ii) you are solely responsible for maintaining the confidentiality of your password and for restricting access to your device so that others may not access any password protected portion of the Portal using your name, username, or password; (iii) you will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security; and (iv) you will not sell, transfer, or assign your account or any account rights. We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations (subject to any liability which we cannot exclude under section 15).
5. As there are certain security, corruption, transmission error and access availability risks associated with using open networks such as the Internet, you hereby expressly assume such risks. Provided we have used reasonable levels of security and encryption we shall have no liability to you in respect of any unauthorised access to your Portal.
6. You acknowledge that we may rely on any instructions or actions taken on your Portal (including, updating catalogue information, adding new songs, approving adaptation requests, uploading audio or taking online advances to the extent we offer that option to you).
7. We aim to update the Portal regularly, and may change the content at any time. If the need arises, we may suspend access to the Portal, or close it indefinitely, without notice. In addition, we do not warrant that the functions or materials on, or access from, the Portal shall be uninterrupted or free from errors.
8. The Portal and the content and data provided through it (including all software applications) are the sole property of Kosign (or entities that have licensed rights to Kosign) and we grant to you a limited, non-exclusive, revocable licence to make personal, non-commercial use, or, if you are a business user, for the internal business purposes of your organisation, of the Portal on your device and to receive the content made available through the Portal on your device. We may assign these Terms or any part thereof without restrictions. You may not assign these Terms or any part thereof, not transfer or sub-licence your rights under these Terms to any third party.
9. Except as set out in these Terms, you are not allowed to: (i) republish, redistribute or re-transmit the Portal; (ii) copy or store the Portal (including any of its content or data) other than for your use as permitted by these Terms and as may occur incidentally in the normal course of use of your browser or mobile device; (iii) create a database by systematically downloading and storing any content or data from the Portal; (iv) remove or change any content or date in the Portal or attempt to circumvent security or interfere with the proper working of the Portal or any servers on which it is hosted; and (v) otherwise do anything that it is not expressly permitted by these Terms.
10. Whilst Kosign takes reasonable data precautions and care to ensure that the Portal is free of computer viruses, we do not guarantee that the use of the Portal will not cause damage to your device nor do we guarantee the security of user information on your device at any time. Accordingly, the Portal is provided to you "As Is", without express or implied warranty or condition of any kind. Your use of the Portal is at your own risk and we disclaim any warranties or conditions of merchantability, fitness for a particular purpose of non-infringement. By agreeing to these Terms, you agree that you are solely responsible for ensuring that you have suitable equipment, security and virus protection in place on your device before using the Portal.
11. We cannot and do not guarantee the continuous, uninterrupted or error-free operability of the Portal or that the Portal will respond at a certain speed. You agree that downloading, accessing and use of the Portal is on an 'as is' and 'as available' basis and at your sole risk.
12. Information made available through the Portal is not intended to amount to authority or advice on which reliance should be placed. You should check with us or the relevant information source before acting on any such information.
13. Except as expressly set out in these Terms, we make or give no representation or warranty as to the accuracy, completeness, currency, correctness, reliability, integrity, quality, fitness for purpose or originality of any content or data in the Portal and, to the fullest extent permitted by law, all implied warranties, conditions or other terms of any kind are hereby excluded. To the fullest extent permitted by law, we accept no liability for any loss or damage of any kind incurred as a result of you or anyone else relying on the content or data in the Portal.
14. To the fullest extent permitted at law, Kosign (including its officers, shareholders, employees, agents, directors, subsidiaries, affiliates, successors, assigns, suppliers or licensors) shall not be liable for any (i) economic loss or damage (including loss of profit, revenue, business, contract, goodwill, or other financial loss); or (ii) any special, indirect or consequential loss or damage however caused arising out of or in connection with the use of the Portal. We do not exclude or restrict our liability for death or personal injury resulting from our negligence or that of our agents. Or for fraudulent misrepresentation made by us to you, in relation to the Portal. In addition, nothing in these terms shall exclude, restrict or limit any other liability that may not be limited or excluded by law.
15. As part of our security functionality, we require you to use multi-factor authentication to use the Portal. You may use a third party authentication app ("Authentication App"). When you download the Authentication App, you may need to agree to separate terms with the third party provider and/or the relevant app store. The Authentication App is not provided by Kosign and Kosign is not a party to any such terms.
16. We may require a fee to be paid prior to acceptance of you to the Portal. This fee will be communicated to you at the time you are accepted to the Portal. The fee is non-refundable unless otherwise agreed in writing. By uploading any songs or content to our portal, you acknowledge that you are providing consent to immediate performance of the digital service. In accordance with all applicable law (including without limitation, the UK Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and EU Directive 2011/83/EU on Consumer Rights) you expressly agree that your statutory right to cancel and request a refund will be lost once the digital content has been uploaded to the Portal and the service has commenced.
17. By clicking "I Agree," "Accept," or any similar button, or by proceeding with the use of our services, you acknowledge and agree that this action constitutes your electronic signature. This electronic signature is legally equivalent to a handwritten signature and indicates your full acceptance of these Terms and Conditions. You agree that this acceptance has the same force and effect as a physical signature for the purposes of forming a binding contract.
18. Unless required by a mandatory law of any other jurisdiction, this Agreement is subject to the laws of England and the English courts shall have exclusive jurisdiction to resolve any dispute or claim that arises out of this Agreement.