Updated on 19^th May, 2022

1. INTRODUCTION

This website is operated by Naxos Digital Services US, Inc. (“Naxos”). Throughout the site, Naxos may also be referred to as “we”, “us”, and “our”. Naxos offers this website, including all information, tools, and services available from this site (collectively, the “Service” or the “NML Service”) to you, the user, conditioned on your acceptance of all terms, including the Privacy Policy, conditions, policies, and notices stated herein (the “Terms”).

The use of the NML Service may be subject to additional terms and conditions presented by Naxos, which are incorporated by this reference into these Terms.

By signing up for, or otherwise accessing the NML Service, you agree to these Terms. If you do not agree to the Terms, then you shall not access or use the NML Service.

In order to use the NML Service, you agree you are (1) at least thirteen years of age (or the equivalent minimum age in your home country) or older, (2) have a parent or guardian’s consent if you are a minor in your home country, (3) have the power to enter into a binding contract with Naxos and not be barred from doing so under applicable laws, and (4) reside in a country where the NML Service is available. You further promise that any registration information that you submit to Naxos is true, accurate, and complete, and you agree to keep it that way at all times.

Naxos at any time may change, add, or remove any part of these Terms by posting amended Terms on the NML Service. Naxos will post the date of the amendments plainly on the Service. It is your responsibility to check and review the Terms, as your continued use of the NML Service constitutes acceptance of the Terms. If any new content, products, functionalities, or services become available, they will be considered a part of the NML Service and your use of them will be governed by the Terms.

Any use of the NML Service as a part of a trial period (a “Trial”) shall be subject to these Terms.

The NML Service may not be available to all users. If the NML Service is not available to you, or if your subscription to the NML Service is interrupted (i.e. you change your payment details), you may not be able to reactivate your subscription. We reserve the right to refuse service to anyone, for any reason, at any time.

Naxos may utilize the services of third party applications, websites or devices for the facilitation and integration of the NML Service for your use. Your use of the third-party applications and devices may be subject to additional terms and conditions which will be provided to you by such third-party.

PLEASE READ THESE TERMS CAREFULLY AS USE OF THIS SERVICE CONSTITUTES ACCEPTANCE THEREOF.

2. YOUR USE OF THE NML SERVICE

Please refer to our Privacy Policy to see how we use any information you provide, and what may be collected while you use the NML Service.

Your username and password should be kept confidential and are solely for your own, personal use. You shall not share your username, password, or any other login credentials with others or give permission for others to access the NML Service using your account. It is your responsibility to update any email associated with your account. You agree that you will not redistribute or transfer the NML Service or any of the Materials. You understand that you are responsible for all use (including, without limitation, any unauthorized use) of your username and password. Notify Customer.Service@Naxos.com immediately if your username or password is lost, stolen, or if you believe there has been unauthorized access to your account. We may reclaim or require you to change your username or password at any time for any reason.

Subject to your compliance with the Terms, we grant you the limited, non-exclusive, revocable permission to use the NML Service and the Materials for personal, non-commercial use. This access shall remain in effect until terminated by you or Naxos.

You agree that you will, at all times, comply with all applicable laws, rules, and regulations, and respect the intellectual property, privacy, and other rights of third parties.

In the event that you abuse your rights to the NML Service, or in the event that Naxos reasonably suspects that you are abusing/have abused your rights to the NML Service (e.g. excessive or unreasonable use such as continual streaming, non-stop for 24 hours a day, 7 days a week), Naxos may refuse access to the NML Service to you.

If you provide any ideas, suggestions, or other feedback in connection with your use of the NML Service or as it relates to the Materials, Naxos may use such feedback without restriction and without any payment to you.

3. INTELLECTUAL PROPERTY AND USE OF MATERIAL ON THE NML SERVICE

The software, user interfaces, videos, photographs, trademarks, logos, artwork, information, design, text, metadata, graphics, music, recordings and other content on this Website (the “Materials”) are owned or licensed by Naxos and are protected by copyright, trademark, and other intellectual property laws and international treaty provisions, and all such rights are retained by their respective owners. Naxos reserves all rights not expressly granted in these Terms.

You may only access and use the Materials for personal, non-commercial, purposes. You may not modify, scan or copy, download or use any other method now known or to be discovered in future to reproduce, republish, duplicate, translate, copy or distribute in any way any portion of the Materials or use the Materials for any other purpose, or publicly perform or broadcast any of the musical excerpts or recordings included on this Website without the prior written permission of Naxos Digital Services US, Inc. You may not download the music and recordings of this Service at any time. Any publication, reproduction, public exhibition or further distribution of Materials provided at this Website, whether in whole or in part, is strictly and expressly prohibited.

To request permission, send an e-mail, including your name, username, e-mail and postal address and a description of the purpose of your intended use and the Materials you would like to use to Customer.Services@Naxos.com .

You may print any part of the Materials for personal purposes only, provided you also retain any copyright notice originally included with the Materials.

The Materials included on this Website have been compiled from a variety of sources, and are subject to change without notice. We are not responsible if the information made available on this site is not accurate, complete or current. The Material on this site is provided as general information only, and should not be relied upon or used as the sole basis. Any reliance on the Material on this site is at your own risk. This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only.

4. TRADEMARKS

The trademarks displayed on this Website are the registered and unregistered trademarks of Naxos Digital Services US, Inc. Nothing contained on this Website shall be construed as granting any license or right to use any such trademarks.

5. NML SERVICE LIMITATIONS AND MODIFICATIONS

Naxos will use reasonable care and skill to operate the NML Service and to provide the Materials to you. However, the NML Service offerings and the availability may change from time to time, subject to applicable laws. Naxos has no obligation to provide you with any specific content on the NML Service, and owners of content may remove particular recordings, videos, podcasts, and other Materials without notice to you. Naxos has no liability to you, or any obligation to provide a refund to you, in connection with internet or other service outages or failures that are caused by the actions of the government, other third parties, or events beyond our control.

6. EXCLUSIONS AND LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXCLUDE FROM THESE TERMS ALL WARRANTIES, REPRESENTATIONS, STATEMENTS, TERMS AND CONDITIONS EXPRESSED OR IMPLIED BY LAW. OUR SERVICE IS AVAILABLE TO YOU "AS IS" AND YOU ASSUME THE ENTIRE RISK AS TO ITS QUALITY AND PERFORMANCE.

ANY MUSICAL TRACKS OR OTHER MATERIAL DOWNLOADED, STREAMED OR OTHERWISE ACCESSED OR OBTAINED THROUGH THE USE OF THE SERVICE IS AT YOUR SOLE DISCRETION, RISK AND RESPONSIBILITY.

WE MAKE NO WARRANTY THAT: (A) THE SERVICE MEETS YOUR REQUIREMENTS; (B) THE SERVICE CAN RUN ON YOUR DEVICE; (C) THE RESULTS OBTAINED FROM YOUR USE OF THE SERVICE ARE RELIABLE; AND (D) THE QUALITY OR DELIVERY OF THE SERVICE MEETS YOUR EXPECTATIONS.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. THERE MAY BE DELAYS, OMISSIONS OR INTERRUPTIONS IN THE INFORMATION, E-COMMERCE PRODUCT OFFERINGS OR OTHER MATERIALS AVAILABLE THROUGH THE SERVICE. WE ARE NOT RESPONSIBLE FOR THE AVAILABILITY, INFORMATION OR SERVICES OF OTHER THIRD-PARTY PROVIDERS, ONLINE MERCHANTS OR ADVERTISERS THAT MAY BE LINKED TO OR POSTED WITHIN THE SERVICE.

IN NO EVENT ARE WE OR OUR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS LIABLE UNDER OR IN RELATION TO THESE TERMS FOR ANY INCIDENTAL, INDIRECT, SPECIAL, ECONOMIC, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY LOSS OR DAMAGE OF ANY KIND OR LOSS OF REVENUE, PROFITS, GOODWILL, BARGAIN OR OPPORTUNITIES OR LOSS OR CORRUPTION OF DATA OR LOSS OF ANTICIPATED SAVINGS INCURRED OR SUFFERED BY YOU WHETHER CAUSED BY NEGLIGENCE OR OTHERWISE OR WHETHER OR NOT WE WERE AWARE OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THIS INCLUDES BUT IS NOT LIMITED TO THE TRANSMISSION OF ANY COMPUTER VIRUSES OR ANYTHING ELSE THAT MAY INTERFERE WITH OR DAMAGE THE OPERATION OF YOUR COMPUTER SYSTEMS, ANY ERROR, OMISSIONS, INTERRUPTIONS OR OTHER INACCURACIES IN THE SERVICE (INCLUDING WITHOUT LIMITATION AS A RESULT OF BREACH OF ANY WARRANTY OR OTHER TERM OF THESE TERMS) AND ANY MODIFICATION, MALFUNCTION, SUSPENSION, DISCONTINUANCE OF OR INTERRUPTION TO OR OF THE SERVICE.

IF THE LAWS OF YOUR LOCATION DO NOT ALLOW US TO EXCLUDE OUR LIABILITY FOR BREACH OF CONDITIONS OR WARRANTIES EXPRESSED OR IMPLIED BY LAW, BUT ALLOWS LIMITATION, OUR LIABILITY IS, AT OUR ELECTION, LIMITED TO, THE SUPPLYING OF THE SERVICES AGAIN OR THE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN.

IN SOME CASES, THE LAWS OF YOUR LOCATION MAY APPLY TO YOUR ONLINE DEALINGS WITH US AND YOU MAY HAVE ADDITIONAL LEGAL RIGHTS. WE ALWAYS RECOMMEND THAT YOU SHOULD SEEK LOCAL LAW ADVICE IF YOU HAVE A COMPLAINT ABOUT US; HOWEVER, WE SUGGEST THAT YOU SPEAK TO US FIRST - THAT WAY YOU CAN SEE IF WE CAN RESOLVE ANY COMPLAINT YOU MAY HAVE.

NOTWITHSTANDING ANYTHING ELSE IN THIS CLAUSE 7, NAXOS’S CUMULATIVE LIABILITY TO YOU OR ANY PARTY RELATED TO YOU FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OR USE OF THE SERVICES WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAID FOR THE APPLICABLE PORTION OF THE SERVICES AT ISSUE WITHIN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF YOUR CLAIM. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS. IN NO EVENT SHALL NAXOS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, REGARDLESS OF THE CAUSE OF ACTION ON WHICH THEY ARE BASED, EVEN IF NAXOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING.

7. BILLING AND PAYMENTS

For individual subscribers, your payment to Naxos for your NML Service subscription will automatically renew at the end of the applicable subscription period, unless you cancel your subscription to the NML Service before the end of the then-current subscription period. Please contact Customer.Service@Naxos.com if you wish to cancel your subscription.

Tax rates are calculated based on the information you provide and the applicable rate at the time of your subscription charge. These amounts can change over time with local tax requirements in your country, state, territory, or city. Any change in Tax will be automatically applied based on the account information you provide for your subscription.

Naxos may change the price for the subscriptions, and will communicate such change in subscription pricing to you with reasonable advance notice. Any change in pricing will be effective at the start of the next subscription period following notice of such pricing change. Your continued use of the NML Service after such notice of price change shall be your acceptance of the new price. Such notice will be emailed to the email associated with your NML account. In the event that you wish to discontinue your subscription due to the pricing change, you can email Customer.Service@Naxos.com to cancel your subscription prior to the change going into effect.

8. GENERAL PROVISIONS

8.1 Indemnification. You agree to and shall indemnify and hold Naxos harmless from and against any reasonably foreseeable direct losses, damages, and reasonable expenses (including reasonable attorney fees and costs) suffered or incurred by Naxos arising out of or related to: (1) your breach of any of these Terms; (3) any activity in which you engage on or through the NML Service; and (4) your violation of any law or the rights of a third party.

8.2 Termination. Either Naxos or you may, without prior notice, terminate these Terms for any reason and at any time, with or without cause by providing notice to you at the contact email address specified by you from time to time if the termination is by Naxos, or if the termination is by you to Customer.Service@Naxos.com with the word “Termination” in the subject matter line, giving adequate personal details to Naxos to identify you. In the case of termination by Naxos, upon notice of termination being sent (but not necessarily received) termination shall be effective and your right to use the NML Service shall immediately cease. In the case of a termination notice sent by you, such notice shall be effective upon acknowledgement by Naxos that the termination notice has been received. Termination of the Terms shall not relieve you of any obligations to pay any outstanding amounts due, including but not limited to any prorated charges accrued for a billing cycle in which these Terms are terminated.

8.3 Force Majeure. We will not be in breach or default of any obligation, agreement, covenant (whether express or implied) by reason of any circumstance beyond our reasonable control including any act of nature, industrial dispute, act of God or governmental or other authority. We shall notify you as soon as practicable of any anticipated delay due to force majeure. The performance of our obligations under these Terms will be suspended for the period of the delay due to force majeure. Your obligation to pay the annual subscription fee is not affected by this Section 8.3.

8.4 Governing Law. These Terms and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of the State of Tennessee and the laws of the United States.

8.5 Severability. In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, such determination shall not affect the validity and enforceability of any other remaining provisions.

8.6 Assignment. Naxos may assign any or all of these Terms, and may assign or delegate, in whole or in part, any of its rights or obligations under these Terms. You may not assign these Terms, in whole or in part, nor transfer or sublicense any of your rights or obligations under these Terms to any third party.

8.7 Waiver. The failure of us to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

8.8 Entire Agreement. These Terms and any policies or operating rules posted by us on this site or in respect to the NML Service constitutes the entire agreement and understanding between you and us and govern your use of the NML Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms). Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.

8.9 Changes to Terms of Service. You can review the most current version of the Terms of Service at any time at this page. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the NML Service following the posting of any changes to these Terms constitutes acceptance of those changes.

8.10 Contact Information. Questions about these Terms should be directed to Customer.Service@Naxos.com.