Online Music Matching Service Agreement

This Agreement (“Agreement”) is between you (“Registered User”, “You” or “Your”) and Recoroad Limited (“Recoroad”, “We”, “Us” or “Our”) for your use of our music matching online platform services at www.recoroad.com and the mobile application known as “Recoroad” (collectively, “Recoroad Apps”) provided by Recoroad (collectively, the “Services”).

1. General

1.1 This Agreement applies to all users who have registered for the Services which enable the registered users to search for business partners engaging in composing, lyrics-writing, editing, arranging, singing, mixing, recording, producing or any other steps in such manner as may reasonably require for the creation of original music and songs. If you are entering into this Agreement for and on behalf of a business entity, and the term “you” in this Agreement shall mean the business entity on whose behalf you are using the Services for, unless otherwise expressly indicated.

1.2 By registering our Services and maintaining an active Registered User’s Account with Recoroad, you agree to observe and be bound by this Agreement.

1.3 Recoroad reserves the right to change or modify any terms of this Agreement at any time and shall post the updated version here. You will be deemed to agree on the latest version of this Agreement if you maintain an active Registered User’s Account of the Services continually following the posting date of the updated version herein.

2. Registered User’s Account

2.1 You shall have registered a user account with Recoroad (“Registered User’s Account”) and have submitted the requested details in order to use our Services. Upon successful registration and creation of an active Registered User’s Account, Recoroad grants you a limited, non-exclusive, revocable (with or without cause), non-transferable right and license to use the Services. You represent and warrant that:

1. you have the legal capacity to enter this Agreement and agree to be bound by it;
2. if you are representing a company, organisation or any other legal entity, you shall have authority to enter into and perform this Agreement for and on its behalf. All information of the legal entity you provided shall be accurate, up to date, truthful and complete.

2.2 You are responsible for all activities and transactions under your Registered User’s Account for our Services. We shall not be responsible or liable for any misappropriation or misuse of your Registered User’s Account by a third party in any event. You shall secure your password and maintain the details of your Registered User’s Account up-to-date.

2.3 You shall not lend, transfer or sell your Registered User’s Account or permit another party to use it without our consent.

3. Music Matching Services

3.1 You may as a registered user create your profile with the following details (non-exhaustive list), created works and materials and original music collections:-

1. scope of musical services offered;
2. demo of the musical work;
3. price of the services offered;
4. profile picture;
5. profile description;
6. musical qualifications;
7. work experience;
8. timeframe to complete scope of musical services offered;
9. further details and documents need to complete scope of musical services offered.

and place a listing of which in our music matching online platform services at Recoroad Apps for the purposes of accessing, searching, chatting or commenting by other registered users.

3.2 Recoroad provides online platform services at Recoroad Apps for registered users to interact with each other and to offer and accept services as may reasonably require for creation of original music and songs. Recoroad will not be directly involved in any communications, negotiations, transactions or dealings between registered users. The registered users shall use functions or features available at Recoroad Apps to deal with other registered users for further discussions and negotiations on the musical products or services offered or to be accepted and are prohibited from dealing with each other for the musical services offered in a private manner bypassing Recoroad Apps.

3.3 Recoroad shall have no responsibilities or liabilities on registered users’ representation and conduct on the interactions between the registered users.

3.4 The Registered Users can create content, including songs, scripts, musical works, videos, comments, data, text and other information (“Content”) in their profiles. The Registered Users agree to grant a worldwide, fully-paid, royalty-free, sub-licensable, and transferable licence to Recoroad to use all intellectual properties rights (“IPRs”) including all copyrights and performers’ rights of the musical works or materials submitted for the Services to host, store, use, display, post, reproduce, publish and distribute such Content for the purpose of providing, developing, promoting, and improving the Services at its online platform at Recoroad Apps and to research and develop new products and services.

3.5 The Registered Users acknowledge and agree to be solely responsible and liable for all Content posted or shared via the Services and any loss or damage sustained.

3.6 Recoroad shall have the final rights in its sole discretion to refuse, delete or remove any Content that is available on the Services without liability or the obligation to offer a refund, payment or any kinds of compensation for the following events:

1. the Content is in breach of any applicable law, rule and regulations in Hong Kong;
2. Recoroad has received a complaint or notice of infringement in respect of the Content;
3. the Content is otherwise objectionable;
4. Recoroad is obliged to comply with an order, direction or instruction from the government, court or any other competent authority in Hong Kong or other jurisdictions;
5. Recoroad may also block Content and the delivery of a communication (including, without limitation, feedbacks, postings, messages and/or chats) via the Services to protect the Services, Recoroad or other users, or to otherwise enforce any terms of this Agreement.

3.7 You shall provide a fair, accurate and complete description of your services without misleading or discriminatory information, including the price you offer in using the Services to create a listing and offer a service for musical matching.

3.8 Any link that leads to your personal or corporate website and other third party websites shall not be included in your listing.

3.9 All offers made and accepted by the Registered Users via the Services are binding. A Registered User who offered the musical service shall complete the offered service in a prompt manner upon acceptance and payment by another registered user.

3.10 The Registered User who offers the musical service shall not alter the service’s price upon acceptance, or misrepresent the price and scope of the musical services offered.

3.11 Notwithstanding the foregoing, Recoroad shall have neither liabilities nor responsibilities as to whether a registered user (either who offered or accepted the musical services) would follow through and complete the relevant transaction.

4. Fees and Payments

4.1 Recoroad shall charge a transaction fee for each successful musical matching services (“Recoroad Fee”), which is non-refundable and shall be equally shared between both registered users who offered the Services (“Seller”) and accepted the offer of Services (“Buyer”) the musical services in the following manner:

1. The Buyer shall pay an additional fee of 7.5% of the price accepted by the Buyer as the Buyer’s payment of the Recoroad Fee;
2. Recoroad shall deduct 7.5% of the price accepted by the Buyer payable to the Seller as the Seller’s payment of the Recoroad Fee;
3. The remaining 92.5% of the price accepted by the Buyer payable to the Seller shall be placed on hold for the Seller by Recoroad. Once the Seller has completed the order of the Services which is accepted by the Buyer, this fee shall be paid to the Seller’s designated bank account on the following Monday after deduction of transaction or remittance fees charged by the banks (if any).

4.2 The Recoroad Fee will be reflected in the payment list or check-out list. The registered users being the buyer who accepted the musical services offered by other registered users being the seller shall make the payment by the methods or means available at Recoroad Apps.

4.3 The quotation request of the Services shall become invalid in the following situations:

1. the Seller has not responded to the quotation request within 30 days after it was made by the Buyer;
2. the Buyer has not proceeded to payment with 30 days after acceptance of the offer of Services by Seller.

4.4 In the event of late payment or non-payment of amounts due to Recoroad, without prejudice to any other rights or remedies available to us, Recoroad shall be entitled to: (i) terminate and/or suspend the Registered Users’ Account and/or your access to the Services; and/or (ii) charge you a late payment fee on the overdue amount at the rate of 1.5% per month, or, if lower, the maximum rate allowed by applicable law. You shall pay such fees together with the overdue Recoroad Fee along with any legal fees and collection costs incurred by Recoroad in collecting any past due amounts. This fee will be applied on the day after the payment due date and will be applied each month until the overdue amount is paid.

5. Registered Users’ Undertakings

The Registered Users further warrant and undertake that:

5.1 any works, materials or Content listed for the Services is originally and solely created by you and complies with all laws and regulations which apply to such Content without infringing the intellectual property rights or proprietary rights of any third party nor violating any applicable laws and regulations.

5.2 you are the owner of the IPRs of any works, materials or Content listed for the Services;

5.3 the IPRs of any works, materials or Content listed for the Services are free of encumbrances and none of the rights, titles, benefits and interests of such IPRs are being challenged, violated, invalidated or infringed by any persons;

5.4 the IPRs of any works, materials or Content listed for the Services are free from any infringement of any intellectual or industrial property rights of any nature whatsoever (including without limitation both registered and unregistered trademarks, brand names and copyrights) of third parties.

5.5 if the works, materials or the Content listed for the Services have infringed any rights of a third party, you shall indemnify us for any loss or damage resulted thereof.

5.6 you will not:-

1. copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, interfere with, or disrupt the integrity or the performance of the Services;
2. make any modification, adaptation, improvement, enhancement, translation or derivative work from the Services;
3. violate any applicable laws, rules or regulations in connection with your access or use of the Services;
4. remove, alter or obscure any proprietary notice (including any notice of copyright and trademark) of Recoroad or its affiliates, partners, suppliers or licensors;
5. use the Services for any purpose which it is not designed or intended for;
6. use the Services to create or promote a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for the Services or any service, product or software offered by Recoroad;
7. use any proprietary information, interfaces or any other intellectual property of Recoroad in the design, development, manufacture, licensing or distribution of any application, accessories or devices for use with the Services;
8. use the Services to send, post, or otherwise communicate any Content which is offensive, indecent, threatening, abusive, insulting, harassing, defamatory, libellous, deceptive, fraudulent, tortious, obscene, profane, invasive of another person’s privacy, or racially, ethnically or otherwise objectionable;
9. use the Services to send automated, unsolicited or unauthorised messages, advertising or promotional materials or any junk mail, spam or chain letters;
10. upload to, or transmit through the Services any data, file, software or link that contains or redirects to a virus, Trojan horse, worm or other harmful components;
11. use any scraper, robot, bot, spider, crawler or any other automated device or means to access, acquire, copy or monitor any portion of the Services, or any data or content found or accessible through the Services;
12. collect any information in respect of other users without their consent;
13. commit any act to avoid payments of any applicable fees and/or charges;
14. attempt to and/or engage in any activity or act that is intended to abuse, abuses or inappropriately manipulates any promotion, campaign and/or discount codes offered through the Services. Such acts and activities include but are not limited to: creating fake or duplicating accounts, generating fake orders, and buying and reselling your own inventory; and
15. authorise or encourage anyone to do any of the foregoing.

6. Disputes with Registered Users or Other

6.1 You shall use your best endeavours to resolve any disputes with other registered users amicably, failing which, you shall resolve disputes via judicial means. Recoroad shall have neither liabilities nor responsibilities for any claims, demands and damage arising out of your disputes with other registered users of our Services.

6.2 If the transaction under Clause 3 above or payment under Clause 4 above involves an investigation by the police or other governmental or regulatory authority, subject to (i) any laws, rules, regulations or any binding order or direction of governmental and other regulatory authorities or the courts in any relevant jurisdiction, and/or (ii) any claims made by any third party relating to the payment, Recoroad shall have the sole discretion on the following actions:-

1. freeze and hold the relevant payment until and unless the dispute is resolved;
2. return or provide any portion of the payment to the registered users concerned at Recoroad’s reasonable discretion.

7. Intellectual Properties owned by Recoroad

7.1 You acknowledge and agree that the Services and all copyright, patents, trademarks, trade secrets and other intellectual property rights associated therewith are, and shall remain, the property of Recoroad. Furthermore, you acknowledge and agree that the source and object code of the Services and the format, directories, queries, algorithms, structure and organization of the Services are the intellectual property and proprietary and confidential information of Recoroad. You are not granted any intellectual property rights in and to the Services not expressly granted in this Agreement and such rights are hereby reserved and retained by Recoroad.

7.2 The Services may utilise or include third party software that is subject to open source and third party licence terms (“Third Party Software”). You acknowledge and agree that your right to use such Third Party Software as part of the Services is subject to and governed by the terms and conditions of the open source and third party licenses applicable to such Third Party Software, including, without limitation, any applicable acknowledgements, licence terms and disclaimers contained therein. In the event of a conflict between this Agreement and the terms of such open source or third party licences, the latter shall prevail with regard to your use of the relevant third party software. In no event shall the Services or components thereof be deemed to be open source or publicly available software.

7.3 You are not authorised by Recoroad to use Recoroad’s trade marks, trade name, logos or any representation as Recoroad in any advertising, publicity or in any other commercial manner without the prior written consent of Recoroad, which may be withheld for any or no reason.

8. Suspension and Termination

8.1 You may deactivate your Registered User’s Account at any time via the “Settings” function and this Agreement is deemed terminated upon deactivation.

8.2 Recoroad reserves the right at its sole discretion to perform the following actions without liability:

1. suspend or terminate your Registered User’s Account and/or your access to the Services at any time, for any breach of any terms of this Agreement;
2. change, modify, suspend or discontinue, whether temporarily or permanently, the whole or any part of the Services at any time, for any reasons, and without advance notice; and
3. suspend or terminate your Account and/or your access to the Services at any time for any act, threats of, verbal and/or written abuse or any damaging reputation against any Recoroad users, Recoroad employees, representatives and/or officers.

8.3 You acknowledge and agree that if you deactivate your Registered User’s Account or if we suspend or terminate your Registered User’s Account, you will lose all the information associated with your Registered User’s Account, including the Content.

8.4 Upon termination, all licenses and rights granted to you to use the Services under this Agreement shall immediately cease.

9. No Warranty by Recoroad

9.1 You acknowledge and agree that the Services at Recoroad Apps are provided on an “as is” and “as available” basis without warranty of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, compatibility, security, accuracy and results obtained by using or relying on the Services. Your use of or reliance upon the Services and any content, products or services accessed or obtained thereby is at your sole risk and discretion.

9.2 Recoroad does not represent nor warrant that: (i) the use of the Services will be secure, timely, uninterrupted or error-free or that they will be compatible or operate in combination with any other hardware, software, system or data; (ii) the Services will meet your requirements or expectations; (iii) errors or defects in the Services will be corrected; or (iv) the Services and Recoroad’s servers are free of viruses or other harmful components.

9.3 The Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications (including problems inherent to the computer or electronic device you use). Recoroad is not responsible for any delays, delivery failures, damages, or losses resulting from such problems.

9.4 Recoroad disclaims any and all liabilities or responsibilities in relation to the content made available through the Services, including but not limited to the Content uploaded by registered users or any third party content and services. Recoroad is not responsible or liable in any manner for the third party content and services associated with or utilized in connection with the Services, including the failure of such third party content and services.

10. Indemnity

10.1 Registered User shall indemnify and hold harmless Recoroad, its subsidiaries, affiliates, partners, suppliers, licensors, shareholders, officers, employees, independent contractors and agents and all successors and/or assigns from and against any and all actions, claims, proceedings, damage, losses, costs and expenses resulting from: (i) your use of the Services; (ii) your Content; (iii) any use of your Registered User’s Account; (iv) your breach of any terms of this Agreement; (v) your breach of any statutory requirement or any applicable laws, rules and regulations; (vi) your violation of any rights of another person or entity.

10.2 Recoroad reserves the right to claw back any cash backs, prizes and/or amounts paid to you under any event, transaction, promotion, offers, campaign and any other activities and/or terminate or suspend your Registered User’s Account, if you are subsequently found or suspected to be engaged in any activity or act that is in breach of any terms of this Agreement, any applicable law, rules and regulations.

11. Force Majeure

Neither Party shall be liable to each other for loss or damage resulting from the delay or failure to perform this Agreement (except for payment of any fees and/or charges hereunder), either in whole or in part, where any such delay or failure shall be due to causes beyond its reasonable control, or which is not occasioned by its fault or negligence, including but not limited to, war, the threat of imminent war, riots or other acts for civil disobedience, insurrection, acts of God, restraints imposed by governments or any other supranational legal authorities, or any other industrial or trade disputes, fires, explosions, storms, floods, lightening, explosion, earthquakes and other natural calamities.

12. Assignment

Neither Party shall assign, transfer, convey, license or otherwise dispose of, wholly or partially, any of the obligations under this Agreement except with the prior written consent of the other Party.

13. Entire Understanding

This Agreement embodies the entire understanding between the Parties in relation to the subject-matter hereof and there are no promises, terms, conditions or obligations, oral or written, expressed or implied, other than those contained herein.

14. No Partnership/Agency

This Agreement does not constitute one Party as an agent or partner of the other Party for any purpose whatsoever and neither Party is authorised to make any contract, agreement, warranty or representation on behalf of the other Party or to create an obligation, express or implied, on behalf of the other Party.

15. Severability

If any provisions of this Agreement shall be construed to be illegal or invalid, they shall not affect the legality, validity and enforceability of the other provisions of this Agreement. The illegal or invalid provision shall be deleted from this Agreement and no longer incorporated herein but all other provisions in this Agreement shall remain valid.

16. Paragraph Headings

The headings of the clauses or paragraphs contained herein are for convenience only and do not define, limit, describe or constitute the contents of such paragraphs.

17. Applicable Law

The validity and interpretation of this Agreement shall be governed in all respects by the laws of Hong Kong and the Parties shall submit to the exclusive jurisdiction of the courts of Hong Kong in the event of dispute.

18. Third Parties Rights

A person who is not a Party shall not have any rights under the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong) to enforce any term of this Agreement.