Welcome to www.orangeunsignedact.co.uk, owned and operated by Sony Ericsson Mobile Communications International AB, Nya Vattentornet, SE 221 88 Lund, Sweden (“us”, “we” and/or “our”, as the context permits).
www.orangeunsignedact.co.uk (the “Website”) is the official website for the Orange unsignedAct Competition (“the Competition”), a is an audition competition for bands (“Band(s)”) and singer/songwriters (“Singer(s)”) (Bands and Singers being collectively herein referred to as “Artist(s)”) hosted and organised by us which together with further elements is recorded and filmed and forms part of a programme used and exploited including without limitations on television, internet and mobile communication devices (such programme and any elements thereof being referred to as “Programme”). Artists who wish to enter the Competition must do so by completing the appropriate registration process (as set out below) and submit Materials (as defined below) for the purposes and on the terms set out below.
The Competition is divided into 3 (three) phases (“Phases”) as follows:
The Website also allows Visitors (as defined below) to vote for their favourite Artist during the Application Phase of the Competition, and (amongst other things) post comments on Artists, post blogs on Artists, listen to and/or watch Material, subscribe to the Competition’s newsletter, report on Artist’s gigs, enter competitions and recommend their favourite Artists to other Visitors. To do so, a Visitor must complete the appropriate registration process (as set out below).
These Website terms and conditions (“the Terms”) govern your use of the Website (whether as a browser, Artist and/or Visitor) and any element of the Competition that is connected to the Website. You are only authorised to use the Website (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to these Terms. You should read these Terms carefully. If you wish to use the Website to participate in the Competition, register as an Artist, submit Materials and/or register as a Visitor you must read these Terms and indicate your acceptance of them during the Registration process. If you do not agree with them, you should leave the Website and discontinue your participation (whether as an Artist or Visitor) in the Competition immediately. Unless explicitly stated otherwise, any current, updated and new products and services, including the addition of new properties shall be subject to these Terms.
In addition, the full text of the rules and terms governing the Competition as a whole (“the Competition Rules”) can be found here. If you wish to participate in the Competition (whether as an Artist and/or Visitor) your participation is also governed by the Competition Rules. You should read these Competition Rules carefully. If you do not agree with them, you should discontinue your participation (whether as a Artist or Visitor) in the Competition immediately.
If there is any inconsistency between these Terms and the Competition Rules, then the Competition Rules will take precedence but only to the extent of any such inconsistency.
The following agreements, documents and guidelines besides these Terms and the Competition Rules will govern the Competition:
(1) The Release Form covering the Audition; and (2) The Participant Agreement covering the Tour, the Wildcard Show, the Semi-Final and Final.
The details of these additional agreements are more fully set out in the Competition Rules, which can be found here.
1.1. You may browse the Website without registering either as an Artist and/or a Visitor but in doing so you accept and agree that certain areas of the Website (for example, if you wish to upload, listen to and/or view Materials to or from the Website) will not be available to you unless you complete the appropriate registration process. You will be asked if you wish to register each time you try to access any part of the Website that requires registration. To register to the Website you will be asked to provide certain information about yourself; this is more particularly set out below.
1.2. We, in our sole discretion, will have the right to refuse to allow you to register to the Website. We will have the right to carry out those checks that we, in our sole discretion, deem appropriate to confirm your suitability for registration of the Website.
1.3. When you register with the Website, either as an Artist and/or a Visitor, you will create an account (“Your Account”). This account is unique to you. The “Your Account” section of the Website is where you can update, correct or delete your personal information as appropriate. If you want to delete Your Account, please contact help@orangeunsignedact.co.uk. Should you wish us to cease contacting you, you should also go to “Your Account” or contact help@orangeunsignedact.co.uk.
1.4. Any personal data you transmit to us by electronic mail or otherwise will be used by us in accordance with our Privacy Policy and you accept our Privacy Policy which is available for viewing here.
1.5. You hereby represent and warrant:
(i) you have the full power and authority to enter into and perform under these Terms;
(ii) your use of the Website (including but not limited to your uploading of Material and/or Visitor Activity and/or Artist Activity (as defined below) will not infringe the copyright, trademark, right of publicity or any other legal right of any third party; and
(iii) you will comply with all applicable laws and regulations in using the Website and in engaging in all other activities arising from, relating to or connected with these Terms.
1.6. In order for you to browse and/or use the Website your computer must comply with the minimum technical specifications set out within the Help Page of the Website which can be found here, as these may be amended from time to time (and if so we will notify you of any such changes by posting a notice on the home page). In addition, Material must be submitted in the format required, full details of which are also set out in the Technical Help and Support Pages of the Website which can be found here, but as a minimum must comply with the following:
(i) audio files must be in one of the following formats: “.mp3” with a maximum file size of 3-5 MEG per file;
(ii) visual and/or audio-visual files must be in one of the following formats: ”.AVI”, ”.MPEG”, ”.MPG”, ”.RM”, and/or ”.MOV” with a maximum file size of 3-5 Megabytes per file; and
(iii) photographs/image files must be in one of the following formats: ”.JPG”, ”.GIF”, and/or ”.PNG”.
1.7. We do not accept any liability whatsoever, howsoever arising, for your inability to receive, access, register for, or otherwise use the Website or any content contained on the Website or available through the Website, or for any damage caused to your computer and/or associated systems, that results from the incompatibility of your computer and/or its associated systems with the technical specifications posted on the Website.
1.8. The Website is subject to constant change. Except as specifically set out in these Terms, you will not be eligible for any compensation because you cannot use any part of the Website or because of a failure, suspension or withdrawal of all or part of the Website.
1.9. You agree to be fully responsible for (and fully indemnify us against) all claims, liability, damages, losses, costs and expenses (including legal fees) suffered by us and arising out of any breach of these Terms by you or any other liabilities arising out of your use of the Website, or the use by any other person accessing the Website using your computer or internet access account.
1.10. We have the right, but not the obligation, to monitor any activity associated with the Website and/or any Material posted on to the Website and/or any Visitor Activity and/or Artist Activity engaged in connection with the Website and/or the Competition. We may investigate any reported violation of these Terms or complaints and take any action that we in our discretion deem appropriate (which may include, but is not limited to, issuing warnings, suspending, terminating or attaching conditions to your access and/or removing Material and/or Visitor Activity and/or Artist Activity from the Website).
1.11. Age restriction: You must be at least 18 years of age to use or register with the Website and/or participate in the Competition. If you are under 18 you may only use or register with the Website and/or participate in the Competition with the involvement of a parent or guardian. If you are a parent or guardian of someone under the age of 18 who is using the Site, you agree to these Terms, the Competition Rules and our privacy policy and that you shall be responsible for the conduct and acts and/or omissions of your children in using the Site as if these were your own. You should note that under no circumstances will you be able to register:
(i) as a Band and participate in the Competition if any individual member of your Band is under the age of 16. By registering for the Website as a Band, you hereby warrant that all your Band members are over the age of 16 and if between the ages of 16 and 18 that you are doing with the full consent and supervision of a parent or legal guardian; and/or
(ii) as a Singer if you are under the age of 16. By registering for the Website as an Artist, you hereby warrant that you are over the age of 16 and if under the age of 18 that you are doing with the full consent and supervision of a parent or legal guardian.
If you are otherwise using or registering for the Website, you hereby warrant that you are 18 years of age or over or, if not, that you are doing so with the full consent and supervision of a parent or legal guardian.
1.12. We may, in our sole discretion and at any time, discontinue temporarily or permanently providing the Website, or any part thereof, with or without notice. You agree that any termination of access to the Website under any provision of these Terms may be effected without notice, and acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Website. Where possible, we will use reasonable efforts to give Artists and/or Visitors fair notice of termination or suspension of their access to the Website. Further you agree that we shall not be liable to you or any third party for any termination or suspension of access to the Website or modification of the Website and/or the Competition.
2.1 Bands. For the purposes of the Website and the Competition, a “Band” is defined as:
(i) comprising of a minimum of 2 (two) and a maximum of 5 (five) individual members, none of whom may be younger than 16 years old; and
(ii) comprising of at least 2 (two) members (or, if the Band is a duo, at least 1 (one) member) who must be ordinarily resident within the United Kingdom;
(iii) a writing and performing musical group (and any member thereof) that is not signed to, or has not otherwise entered into any arrangement with any company in connection with the Band’s recording (and/or products thereof) and/or a third party booking agent in connection with your Band’s live performances and/or any merchandising agreement (the aformentioned agreements being collectively referred to as “Excluded Agreement(s)”); and
(iv) not having related to, an employee and/or agent of Sony Ericsson Mobile Communications International AB (“Sony Ericsson”) and/or Orange Personal Communications Services Limited and/or France Telecom SA (“Orange”), Universal Music (“Universal”), Princess TV Production (“Princess”), Channel 4 (and/or of any of the aforementioned companies’ direct or indirect affiliate, subsidiary or other group companies), or to any other person or company connected with the Competition’s administration.
For the avoidance of doubt, a recording agreement includes without limitations physical and non-physical distribution agreements as well as investment/fond agreements with investments in and to an artist’s performances and rights.
2.2 Singers. For the purposes of the Website and the Competition, a “Singer” is defined as an individual:
(i) not being younger than 16 years; and
(ii) who must be ordinarily resident within the United Kingdom;
(iii) not signed to, or has not otherwise entered into any arrangement with any company in connection with the Singer’s recording (and/or products thereof) and/or a third party booking agent in connection with Singer’s live performances and/or any merchandising agreement; and
(iv) not having related to, an employee and/or agent of Sony Ericsson, Orange, Universal Music, Princess, Channel 4 (and/or of any of the aforementioned companies’ direct or indirect affiliate, subsidiary or other group companies), or to any other person or company connected with the Competition’s administration.
For the avoidance of doubt, a recording agreement includes without limitations physical and non-physical distribution agreements as well as investment/fond agreements with investments in and to an artist’s performances and rights.
2.3 You are entitled to remain signed to any management agreement you have entered into prior to the entry into the Competition. In the event any such management agreement is in existence, you guarantee to instruct your management company/manager (“Manager”) to not intervene with your obligations under the Competition and/or under the Further Agreements and Additional Agreements. As a precondition to be entitled to continue in the Competition from and including the Auditions onward, aforesaid shall be confirmed by your Manager by executing and returning to us the Compliance Sheet which will be made available together with the Release Form at the beginning of the Auditions. If you are not signed to a management agreement at the beginning of the Competition you may not sign within the period set out below under Clause 4.1.
2.4 You are entitled to remain signed to any publishing agreement you have entered into prior to the entry into the Competition. In the event any such publishing agreement is in existence, you guarantee to instruct your publishing company (“Publisher”) to not intervene with your obligations under the Competition and/or under the Further Agreements and Additional Agreements. As a precondition to be entitled to continue in the Competition from and including the Auditions onward, aforesaid shall be confirmed by your Publisher by executing and returning to us the Compliance Sheet which will be made available together with the Release Form at the beginning of the Auditions. If you are not signed to a publishing agreement at the beginning of the Competition you may not sign within the period set out below under Clause 4.1.
2.5 In order for you to participate in the Competition and submit Materials to the Competition as an Artist and engage in any Artist Activity (as defined below) you must first register with the Website using our online Artist registration process. Upon registering you will be required to provide us with your Band name or Artist name, a log-in name, a valid email address and postal address and a password. You will also be asked to confirm whether you are a member of any applicable rights collecting society. You will be asked to provide your log-in name and password each time you subsequently visit areas on the Website requiring registration. In addition, but in accordance with these Terms and our privacy policy, we shall use the contact details you provide us with to contact you with information about the Website, the Competition, your Artist registration details and/or your Materials. Any activities undertaken by Artist in connection with the Competition and whether via the Website or otherwise shall be defined as “Artist Activity”.
2.6 Materials. Once you have registered as an Artist you may upload the following (which for the purpose of the Website and the Competition taken together shall be defined as “Materials”):
(i) a minimum of 1 (one) and a maximum of 3 (three) audio recordings (“Recording(s”), the underlying compositions and/or lyrics (“Composition(s)”) of which must be entirely original to the Band. For the avoidance of doubt, recordings cannot be cover versions of a third party’s Composition, whether already commercially released or not; and
(ii) a maximum of 1 (one) photograph of the Artist or a picture/photograph/piece of artwork; and
(iii) additional information on the Artist (members, names, inspiration etc.).
Using the Material set out above, you can create your own virtual “Demo CD” to present your songs and background information. Once uploaded, Recordings cannot be replaced or deleted by an Artist after the Application Phase. However, all other information submitted by an Artist can be amended or updated during the entire Application Phase by entering Artist’s “Your Account” Page. A default blog post for each Artist is installed which will link to the Artist Blog (as set out under 2.7 below) which is intended to commence the communication between Artist and fans.
2.7 Upon completing your registration as an Artist, we will provide you with the opportunity to use a blogging facility (“the Artist Blog”) to introduce yourself in more detail, including the offering of videos, biographies and additional information on yourself and communicate with the Visitors. This material will be introduced by the Artist in form of blogs enabling the Artist to add text and/or one picture and/or one video per blog post. Any material and/or content submitted to the Artist Blog will be included in the definition of “Material” and shall be subject to all of the provisions of these Terms, including (but not limited to) those that deal specifically with Materials. The Website capacity is limited and the upload of such Material may be refused subject to such limitations. Visitors to the Website can (subject at all times to the compliance with these Terms) post comments, can recommend their favorite Artist, sign up for a newsletter, listen to music and also upload material in connection with the Artist of their choice. The Artists can edit and delete Artist’s own blog posts but cannot delete the blog posts of Visitors.
2.8 Visitors. For the purposes of the Website and the Competition, a “Visitor” is defined as an individual who wishes to use the Website and participate in the Competition solely by voting for Artists during the Application Phase of the Competition, and thereafter (amongst other things) posting comments on Artists, posting blogs on Artists, listening to and/or watching Material, subscribing to the Competition’s newsletter, reporting on Artist’s gigs, entering competitions (always provided that entry to and participation in such competitions will be subject to the individual terms and conditions of the competition involved, which shall be notified to you in advance of such competition via the Website) and recommending their favourite Artists to other Visitors: collectively, any activities undertaken by Visitors via the Website or otherwise in connection with the Competition shall be defined as “Visitor Activities”. For the avoidance of doubt, Visitors will not be able to enter the Competition (unless they do so as a member of an Artist) or upload Materials. However, all information submitted by a Visitor upon registering can be amended or updated by entering the Visitor’s “Your Account” Page.
2.9 In order for you to participate in the Competition as a Visitor you must first register with the Website using our online Visitor registration process. Upon registering you will be required to provide us with your name, a log-in name, a valid email address and postal address and a password. You will be asked to provide your log-in name and password each time you subsequently visit areas on the Website requiring registration. In addition, but in accordance with these Terms and our privacy policy, we and/or Orange and/or Universal shall use the contact details you provide us with to contact you with information about the Website, the Competition, and/or your Visitor registration details and/or any products and/or services of the aforementioned companies.
2.10 In registering with the Website, whether as a Artist and/or as a Visitor, you agree to:
(i) provide true, accurate, current and complete information about yourself as prompted by the applicable Website registration process; and
(ii) maintain and promptly update that information to keep it true, accurate, current and complete.
2.11 Your Account. Once you have registered with the Website, whether as an Artist and/or as a Visitor, you will also receive a “Your Account” page. You are responsible for maintaining the confidentiality of your email address, your password and “Your Account” and are fully responsible for all activities that occur under your email address, password or “Your Account”. You agree to:
(i) immediately notify us of any unauthorised use of your email address, password or account or any other breach of security; and
(ii) ensure that you exit from your account at the end of each session. We will not be liable to you or any third party for any loss or damage arising from your failure to comply with this provision.
2.12 We shall maintain and control ownership of all IP numbers and addresses that may be assigned to you by us and we reserve, in our sole discretion, the right to change or remove any and all such IP numbers and addresses.
3.1 The provisions of this Clause 3 apply to your use of the Website, whether as a browser, Artist and/or Visitor.
3.2 You may not use any automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Website or its content, or in any way reproduce or circumvent the navigational structure or presentation of the Website or its content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Website.
3.3 You may not attempt to gain unauthorised access to any portion or feature of the Website, or any other systems or networks connected to the Website, or to any of the services offered on or through the Website, by hacking, password “mining” or any other illegitimate means. You may not probe, scan or test the vulnerability of the Website or any network connected to the Website, nor breach the security or authentication measures on the Website or any network connected to the Website.
3.4 You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Website, or any other customer of ours, including any account not owned by you, to its source, or exploit the Website or any service or information made available or offered by or through the Website, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Website.
3.5 You shall not use the Website for any illegal or immoral purposes, and you will use it in compliance with all applicable laws and regulations. You agree not to use the Website in a way that may cause the Website to be interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of the Website is in any way impaired.
3.6 Non-commercial Use. Illegal and/or unauthorised use of the Website, including collecting usernames and/or email addresses of members of Bands and/or Singers and/or Visitors by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Website is prohibited. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from Artist and/or Visitor profiles without notice and may result in termination of an Artist’s and/or Visitor’s account. Any commercial activity undertaken via the Website that is not specifically endorsed or approved by us is strictly prohibited.
3.7 Notwithstanding any other provisions of these Terms, you shall not:
(i) impersonate any person or entity or misrepresent your affiliation with a person or entity for any purpose (including, without limitation, for the purpose of misleading others as to the identity of the sender or the origin of a message or to harvest or otherwise collect information about others);
(ii) modify, adapt, translate, or reverse engineer any portion of the Website,
(iii) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Material and/or Visitor Activity and/or Artist Activity uploaded to the Website;
(iv) upload, post, email or otherwise transmit or post links or otherwise make available, introduce into or direct to the Website any material that to any material that contains software viruses, worms, Trojan horses, time bombs, trap doors or any other computer code, files or programs or repetitive requests for information designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of the Website and/or the Competition;
(v) use any device, software or routine to interfere with or disrupt the proper working of the Website, or servers or networks connected to the Website, or any transaction being conducted on the Website, or with any other person’s use of the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website;
(vi) violate any applicable local, state, national or international law, rules or regulations;
(vii) “deep link” to any portion of the Website;
(viii) use any robot, spider, other automatic device, or use a site search/retrieval application or other device to retrieve or index any portion of the Website or use any other manual process to monitor or copy the Website’s pages or the content contained thereon or for any other unauthorised purpose without our prior express written permission;
(ix) take any action that imposes an unreasonable or disproportionately large load on our infrastructure;
(x) display any of the Website in a frame (or any of our content via in-line links);
(xi) engage in any activity that interferes with any third party’s ability to use or enjoy the Website; and/or
(xii) assist any third party in engaging in any activity prohibited by these Terms.
3.8 You accept that it is your responsibility to install appropriate anti-virus and security software on your computer hardware to protect against a computer security threat which may be transferred to your computer hardware through the use of the Website including but not limited to viruses, Trojan horses, time bombs or any other form of programming routine designed to damage or otherwise impair a computer’s functionality or operation.
4. PROVISIONS GOVERNING MATERIAL AND/OR VISITOR ACTIVITY AND/OR ARTIST ACTIVITY
4.1 We do not own nor claim to own copyright or other intellectual property rights in any Material that you provide or upload to the Website. After posting your Material to the Website, we acknowledge that you retain all such rights in such Material and may use that Material in any way you choose, provided that you agree (further to Clauses 2.1 through 2.4 above) that you will not sign a record agreement or publishing agreement, any management agreement any concert tour booking agency agreement and/or any merchandising agreement until the earlier of (i) the expiration of 6 (six) months after the Final of the Competition or (ii) 3 (three months) after leaving the Competition. Provided you signed a management agreement and/or a publishing agreement prior to the entry into the Competition, you are allowed to participate in Competition, subject to the provisions of Clauses 2.3 and/or 2.4 respectively.
4.2 In respect of any Material you upload to the Website for and on behalf of Artist, you represent and warrant that:
(i) you own the Material uploaded by you on or through the Website and have obtained all consents, clearances, and permissions from any third party in connection therewith, or otherwise have the right to grant the license set forth in this section; and
(ii) the posting of your Material on or through the Website, and our use of that Material in accordance with these Terms, does not violate any rights (including, but not limited to, the copyright and/or other intellectual property rights) of any third party; and
(iii) you will grant all synchronisation and other licences, and consents, clearances and permissions to us free of charge as are necessary for us to exploit and to have exploited the Material and/or Works (as defined below) in connection with the Competition via the Website and/or the Programme as set out in these Terms.
4.3 Grant of Rights: Artists. By registering as an Artist and uploading, displaying, publishing, posting or otherwise making available Material on or via the Website, you hereby grant to us for the duration of either the Competition or the first commercial broadcasting of the Programme (whichever shall be the later) and for a period of six (6) months thereafter a non-exclusive, free of charge and royalty free license in relation to such Material, the Artist name, the names of the individual Band members, all images, photographs and other likenesses of the Artist and/or individual Band members, any trademarks (whether registered or unregistered) in connection with the Artist and/or any Artist logo (which taken together shall be defined as “Works”) and any and all proprietary rights in the Works to:
(i) encode, convert or otherwise alter the Works and/or any part thereof to any such formats as are necessary for the technical functionality and/or specification of the Website;
(ii) edit, adapt, amend, view, copy, reproduce, distribute, offer and make available to the public in any non-fixed format and transmit the Works in any and all media and any and all formats (whether known now or in the future developed) including, but not limited to, via Website, the Programme and/or any mobile telephony services, print;
(iii) include the Works and/or any part thereof to any individual customer in connection with so-called “music-on-demand” services, including for purposes of streaming and/or downloading in any and all media and any and all formats (whether known now or in the future developed);
(iv) broadcast, telecast and/or transmit to the public the Works and/or any part thereof by all forms of television either known now or in the future developed (including but not limited to via closed circuit television) as part of the Competition and/or Programme;
(v) to do any of the above acts in relation to the Works or any part thereof for the purposes of any advertising, promoting, marketing activities in connection with the Competition and/or the Programme and/or Sony Ericsson and/or Orange and/or Universal Music; and/or
(vi) authorise our third party licensees and/or assignees to undertake any of the activities set out in this Clause 4.3 (or otherwise as we in our discretion deem necessary).
4.4 The license set out in Clause 4.3 above is subject to any other agreement we and/or a third party authorised to do so by us may enter into with an Artist during the course of the Competition and/or the Programme in respect of the Artist and/or the Works (“Future Agreement”) and shall be deemed to be amended and/or replaced (as applicable) by the terms of such Future Agreement. In the event of any inconsistency between the provisions of this Clause 4 and the terms of any such Future Agreement then the terms of the Future Agreement will take precedence to the extent of such inconsistency unless we notify you otherwise in writing.
4.5 Grant of Rights: Visitors. By registering as a Visitor and uploading, displaying, publishing, posting or otherwise making available or engaging in Visitor Activity on or via the Website you hereby grant to us a non-exclusive, free of charge and royalty free license to use, view, download, copy, reproduce and distribute such Visitor Activity (including but not limited to your name, images, photographs and/or biographies) as we may require for the Website to operate but solely via the Website.
4.6 Any personal information or personal data you transmit or post on this Website (whether as an Artist and/or Visitor) will be non-confidential and shall belong absolutely to us. The information may be used by us for any purpose including, but not limited to, reproduction, disclosure to third parties, broadcasting, transmission, posting or otherwise at our absolute discretion (but according to all data protection laws in force from time to time, as amended) and in accordance with our privacy policy). You hereby assign to us (by way of permanent assignment of present and future copyright) all rights of any nature in and to such material throughout the world including all renewals and reversions thereof.
4.7 You shall fully and effectively indemnify and hold harmless us on demand from and against all claims, demands, losses, costs, charges and expenses (including, without limitation, legal expenses) arising from a claim by a third party that the provision by you of, or our authorised use of, the Material and/or Visitor Activity and/or Artist Activity (in whole or in part) infringes any rights (including, but not limited to, the copyright and/or other intellectual property rights) of any third party.
4.8 We reserve the right to refuse to receive or post, and/or we reserve the right to remove, delete, modify and/or withdraw (temporarily or permanently), any Material and/or Visitor Activity and/or Artist Activity (including but not limited to that related to an Artist Blog and/or any other blogging or similar activities conducted via the Website) that in our sole judgment violates these Terms or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any person. Accordingly you shall not post Material and/or post or engage in Visitor Activity and/or Artist Activity that: (i) is offensive and promotes or suggests racism, bigotry, hatred or physical harm of any kind against any group or individual; (ii) harasses or advocates harassment of another person; (iii) exploits people in a sexual or violent manner; (iv) contains nudity, violence, or offensive subject matter or contains a link to an adult website; (v) solicits personal information from anyone under 18 other than as permitted in this Agreement; (vi) provides any telephone numbers, street addresses, last names, URLs or email addresses; (vii) is false, misleading, abusive, threatening, obscene, defamatory or libellous or promotes illegal activities or conduct that is any of these things; (viii) promotes an illegal or unauthorised copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files; (ix) involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, “spimming,” or “spamming” or sending of viruses or other harmful files; (x) contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page); (xi) furthers or promotes (or provides instructional information about) any criminal activity or enterprise including but not limited to child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, copyright infringement, patent infringement, or theft of trade secrets, the making or buying of illegal weapons and/or violating someone’s privacy; (xii) solicits passwords or personal identifying information for commercial or unlawful purposes from other Members; (xiii) involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; and/or (xiv) uses sexually suggestive imagery or any other unfair, misleading or deceptive Material intended to draw traffic to the profile.
4.9 You are solely responsible for any Visitor Activity and/or Artist Activity you engage in and/or the Material that you post on or through any of the Website. We do not endorse and have no control over the Material and/or Visitor Activity and/or Artist Activity. We do not review any Material and/or Visitor Activity and/or Artist Activity prior to its posting. We make no warranties, express or implied, as to the Material and/or Visitor Activity and/or Artist Activity or to the accuracy and reliability of the Material and/or Visitor Activity and/or Artist Activity or any material or information that you upload or transmit to the Website. We assume no responsibility whatsoever (howsoever arising) for inappropriate Material and/or Visitor Activity and/or Artist Activity that is in breach of these Terms and/or the Competition Rules.
5.1 Other than in respect of Material and/or Visitor Activity and/or Artist Activity, this Website and the underlying computer code used by us to design, operate and maintain the Website and all content and material contained within or available on the Website is protected by rights of copyright, trademarks, service marks, patents, database rights, domain name rights, trade secrets and/or other proprietary intellectual property rights and laws throughout the world. Unless expressly authorised by us, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from materials or content available on the Website.
5.2 Notwithstanding the above, you may use the content and materials on the Website in the course of your normal, personal, non-commercial use of the Website. If you have registered as an Artist and are participating in the Competition as such (but not otherwise), you are hereby granted a revocable and non-exclusive license to create a hyperlink to the Website subject to such hyperlink not portraying us, our licensors or their products in a false, misleading, derogatory or otherwise offensive manner and subject to you not using any logo/trade mark or other proprietary graphic owned and/or controlled by us as part of or in conjunction with the hyperlink.
5.3 Copyright Complaints. We respect the intellectual property of others and we have used our reasonable endeavours to obtain the consent of the copyright owners of all content and material contained within or available on the Website for such content to be placed upon the Website and made available to Website users. If you believe that we have used your copyrighted work without such consent, please contact us so that we may remedy this at contact@orangeunsignedact.co.uk.
6.1 We reserve the right, without prejudice to any other rights and remedies available to us under these Terms or generally at law, to suspend or terminate your registration and/or use of the Website immediately upon being made aware of any breach or potential breach by you of these Terms. We further reserve the right at any time to suspend, modify or discontinue, temporarily or permanently, any portion of the Website with or without prior notice. You agree that we will not be liable to you or to any third party for any such suspension, modification or discontinuance.
6.2 We will make reasonable efforts to keep the Website operational. However, we shall not be in breach of these Terms where the Website is unavailable for any kind of reasons including but not limited to:
(i) fire, flood, lightning, war, revolution, terrorism, riot, strike, lock-out or other industrial action, failure of supplies of power, fuel, transport , equipment, raw materials or other goods or services, failure or defects in any third party software or services, or failure in provision of telecommunication or internet services by third parties acting on our behalf;
(ii) service loss due to viruses or hackers or any third party interference with the Website and/or the internet;
(iii) your inability to connect your computer to the internet, or any failure to access the Website as a result of any act or omission of your internet service provider, or any defects, incompatibilities or outages in your hardware, network, software or telecommunications provider;
(iv) any breach by you of these Terms;
(v) routine maintenance/upgrades and/or emergency maintenance (either performed by us or a third party service provider acting on our behalf). We shall use our reasonable endeavours to provide you via the homepage of the Website with as much advance notification of such maintenance as is reasonably possible;
(vi) any other reason.
6.3 We also reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, functions of the Website with or without notice. You agree that we shall not be liable to you or to any third party for any of the direct or indirect consequences of any modification, suspension, discontinuance of or interruption to the Website.
7.1 THE PROVISIONS OF THIS CLAUSE 7 APPLY TO YOUR USE OF THE WEBSITE, WHETHER AS A BROWSER, BAND AND/OR VISITOR AND/OR AS A MUSICIAN. YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE NATIONAL AND INTERNATIONAL LAW WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, COMPATIBILITY, SECURITY AND ACCURACY.
7.2 THE PROVISIONS OF THIS CLAUSE 7 APPLY TO YOUR USE OF THE WEBSITE, WHETHER AS A BROWSER, ARTIST AND/OR VISITOR. YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE NATIONAL AND INTERNATIONAL LAW WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, COMPATIBILITY, SECURITY AND ACCURACY.
7.3 We do not warrant or represent that:
(i) the Website will meet your requirements;
(ii) access to the Website will be uninterrupted, timely, secure, or error-free;
(iii) the results that may be obtained from the use of the Website will be accurate or reliable;
(iv) the quality of any products, services, information, or other material obtained by you through the Website will meet your expectations; or
(v) any errors in any data or software will be corrected.
7.4 We are not responsible for the availability of any external sites or resources, and do not endorse and are not responsible or liable, directly or indirectly, for the privacy practices or the content (including misrepresentative or defamatory content) of any third party websites, including (without limitation) any advertising, products or other materials or services on or available from such websites or resources, nor for any damage, loss or offence caused or alleged to be caused by, or in connection with, the use of or reliance on any such content, goods or services available on such external sites or resources.
7.5 We are not responsible for the conduct, whether online or offline, of any Band, Band member, Singer, Visitor and/or browser of the Website and/or the Competition and assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any browser or Band, Band member, Singer and/or Visitor communication. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the internet or the Website, including any damage to any person’s computer or IT systems and/or network related to or resulting from participation or downloading materials in connection with the Website and/or the Competition.
7.6 Visitors, Bands and/or Band members, Singers are solely responsible for all their dealings, transactions or other interactions with other Visitors, Bands and/or Band members, Singers to the Website, and to the fullest extent permissible by applicable law we hereby exclude any and all liability in respect thereof. We may (but are under no obligation to) monitor disputes between Visitors, Bands and/or Band members, Singers.
8.1 We may amend these Terms from time to time, and place the new version on the Website. When we do so, we will place a notice advising that the Terms have been changed on the Website’s homepage at www.orangeunsignedact.co.uk. Your use of the Website from the date that the amended terms are placed on the Website onwards will be governed by those new terms.
8.2 We may alter these Terms at any time and your use of the whole/any part of the Website following such change shall be deemed to be your acceptance of such change. It is your responsibility to check regularly to determine whether the Terms have been changed. If you do not agree to any change to the Terms then you must immediately stop using the Website
8.3 These Terms shall supersede any and all other conditions, understandings, commitments, agreements or representations (except fraudulent misrepresentations) relating to your use of the Website, whether oral or in writing, and contain the entire agreement between us and you. We advise that you print off and keep safe a copy of these Terms once you have accepted the same upon registering with the Website. You are further advised to read (and are responsible for reading) all information on this Website fully.
8.4 If any provision(s) of these Terms are held to be invalid or unenforceable, it/they will be struck out and the other terms remain.
8.5 These Terms are subject to the laws of England and Wales, whose courts shall be the courts of exclusive jurisdiction.
9.1 The Audio-Visual Player and any software contained therein (the “Audio-Visual Player Software”) is made available to you free of charge subject to these Terms. You may load the Audio-Visual Player Software into the temporary storage of your computer each time you use it for the sole purpose of engaging in that use, provided that you do so in accordance with these Terms, and such use does not violate our intellectual property rights.
9.2 You agree not to attempt to, or assist another person to attempt to, circumvent, tamper with, modify, disassemble, decompile, reverse engineer, derive the source code of, or create derivative works from, the Audio-Visual Player Software, and you may not copy, distribute, publicly display, or publicly perform the Audio-Visual Player Software except as expressly authorised by these Terms.
9.3 You agree not to modify the Audio-Visual Player Software in any manner or form, or to use modified versions of the Audio-Visual Player Software, for any purposes. You may not use the Audio-Visual Player Software to engage in or allow others to engage in any illegal activity. You may not claim any sponsorship by, endorsement by, or affiliation with us, the Website and/or the Competition.