TERMS OF SERVICE
KWL Intelligence Pte. Ltd. is a company incorporated in Singapore with the company registration number 201525543R and its registered address at 15 Hoe Chiang Road, #26-02 Tower Fifteen, Singapore 089316 (“KWL”, “we”, or “us”). The Website and Services (defined below) are provided by KWL.
These terms of service (“Terms of Service”) govern your (“you”, “your”, or a “User” or a “KWL Member”) access to and use of www.knowwhatsloved.com and any of its subdomains or subpages (the “Website”), the KWL Dashboard (“Dashboard”), and any mobile application(s) (“Mobile App” and all services provided by KWL via the Website, Mobile App and/ or the Dashboard (collectively, the “Services”).
The KWL Dashboard is an integrated intelligence dashboard designed to provide actionable insights for music artists and promoters, through the provision of key artist metrics, fan-base metrics and consumption metrics extracted from multiple platforms which include, without limitation, social media platforms, music streaming platforms, radio and live events. For the avoidance of doubt, the KWL Dashboard will be made available to the Users through the Website and/or the Mobile App.
The Services provided by KWL include but are not limited to (i) the provision of associated reports, analytics, media, materials, data, aggregated data from third party sources or electronic documentation (collectively, "Licenced Material") through the Dashboard, which may be accessed from the Website and/or the Mobile App.
1. Acceptance of Terms
2. Registration; Membership; Connection of Accounts; and Access Conditions
2.1.1 In order to access the Services, you must create a user account by registering with KWL (“KWL Account”). To create a KWL Account, you must complete the registration process by clicking on the registration link and providing KWL with the requested registration data (i.e. a new username, password, your email address, and your personal details) and accepting these Terms of Service. Upon the submission of your registration, KWL will send a verification email to your designated email address. You will need to undertake the steps provided in the verification email to activate your KWL Account before you can access your KWL Account through the Website and begin to use our Services.
2.1.2 You shall promptly update all registration data to keep it true, accurate, current, and complete. You acknowledge and agree that we have no obligation to confirm the validity or otherwise verify the accuracy of the registration data.
2.1.3 By registering as a KWL Member, a KWL Member represents and warrants that:
(a) he/she has accepted this Agreement, including without limitation, the access conditions below; and
(b) he/she is at least 18 years of age and has the capacity to accept this Agreement.
2.2 Membership and accessing your KWL Account:
2.2.1 Once your account has been created, in order to log in to your account and access the Website or the Dashboard, you may be required to log in with (i) your login credentials provided in relation to the registration of your KWL Account, or (ii) your Third Party Social Networking Account information, in the event that you decide to link/connect your KWL Account to a Third Party Social Networking Account (collectively, “Login Credentials”).
2.2.2 You agree that you are responsible for protecting your Login Credentials from unauthorised use and that you are responsible for all activity that occurs under your Login Credentials.
2.2.3 You agree to notify us immediately if you believe that any of your Login Credentials have been or may be used without your permission so that appropriate action can be taken.
2.2.4 You may not (i) create more than one account to access the Services except as expressly permitted by KWL; (ii) share accounts with other persons; or nor (iii) transfer your account to any third party.
2.2.5 KWL is not responsible for any loss or damage caused by, or expense incurred by you as a result of, your failure to safeguard your Login Credentials.
2.4 Access Conditions: By accessing our Website and/or using our Services, you agree to abide by the following standards of conduct. You shall not, and shall not permit any person or entity to:-
i. use, or allow the use of, the Services for any unfair or deceptive practices or in contravention of any federal, state, local, foreign, or other applicable law, or rules and regulations of regulatory or administrative organisations;
ii. act in a fraudulent, tortious, malicious, or negligent manner when using the Services;
iii. not use, or misuse, the Services in any way which may impair the functionality of the Services or the Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
iv. not attempt to gain unauthorised access to the computer system on which the Website, Dashboard or Mobile App is hosted or to any materials other than those to which you have been given express permission to access;
v. interact with KWL and/or other Users in a disrespectful and/or uncivil manner;
vi. submit content, data or material that is unlawful, harassing, threatening, defamatory, obscene, offensive, abusive, hateful, inflammatory, profane, racially, sexually or religiously offensive or otherwise objectionable or unlawful; and
vii. agree to comply with the rules of the Website and Services as and when published on the Website.
3. Content and Services
3.1 Use of Content and Services
Subject to these Terms of Service and any other agreement between you and KWL, we hereby grant to you a personal, non-transferable, non-exclusive, non-sublicencable right and licence to access, download and display the Services and Content (including the Licenced Material) for your internal business purposes only. Your use of the Content and Services must be solely within the scope of your status as a User of our Services.
The term “Content” means all information, text, images, data, links, or other material posted on the Website or Dashboard, whether created by us or provided by a third party for display on the Website, Dashboard, and/or Mobile App which you have the right to access. The Content includes but is not limited to the Licenced Material (as defined above) that the User can access via the Website, Dashboard, and/or Mobile App. We reserve the right to make changes to Content, including changes to the document names and content, descriptions or specifications of products or services, or other information without obligation to issue any notice of such changes.
3.2 Conditions to Use of Content and Services
3.2.1 You must use the Content and the Services in a manner consistent with any and all applicable laws and regulations, including without limitation, laws relating to defamation, libel and slander, laws of confidentiality and non-disclosure, and laws relating to copyright, trade secret or other intellectual property rights of another person or entity or of any applicable law. You shall be solely liable for any damages resulting from your infringement or breach of any applicable laws, including without limitation, relating to defamation, libel and slander, and laws relating to copyrights, trade secret, or other intellectual property rights, or any other harm resulting from your use of the Content or Services. We shall not be responsible for any breach of such laws, regulations or legal rights. You acknowledge and agree that your use of the Content and Licenced Material is at your sole risk.
3.2.2 You further acknowledge and agree that:
(a) you shall not licence, sell, lease, transfer, assign, disclose or otherwise commercially exploit the Content or the Services, or make the Content or the Services available to any third party;
(b) except as expressly stated herein, no part of the Content or the Services may be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means to any third parties;
(c) you shall not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any part of the Content or the Services and/or the computer programs used to deliver the Content and Services;
(d) you shall not access or use the Content or the Services to build a similar or competitive product or service;
(e) you shall not attempt to use any device, software, or any other means to damage, interfere or attempt to interfere with any application, function, or use of the Services;
(f) you shall not attempt to access the Content or the Services through any unapproved interface;
(g) unless KWL expressly states otherwise, all future releases, updates, or other changes to the functionality of the Services shall be subject to the terms of this Agreement; and
(h) where applicable, you shall preserve all copyright and other proprietary rights notices on the Content or the Services and all copies thereof.
3.3 Disclaimers in relation to Licensed Materials & Content.
3.3.1 You acknowledge and understand that KWL relies on the data or information from Third Party Sources (defined below) for the purposes of the Licenced Materials and Content made available to you via the Website, Services and/or Mobile App. For the avoidance of doubt, KWL may rely on the Third Party Sources to (i) aggregate data which will KWL will rely on to create the Licensed Materials and Content (i.e. reports highlighting key artist metrics, fan-base metrics and consumption metrics) (“Third Party Aggregated Data”), or (ii) to include as references in the Licensed Materials and Content, information obtained from the Third Party Sources (i.e. tour dates, venue and schedules) (“Third Party Reference Data”). In light of the above, you hereby agree that KWL does not have any obligation to confirm the validity or otherwise verify the accuracy of the Third Party Aggregated Data, Third Party Reference Data and/or any other relevant data or information obtained from Third Party Sources (collectively, the “Third Party Data”) which have been directly or indirectly incorporated in the Licenced Materials and Content. Accordingly, you acknowledge and agree that KWL shall under no circumstances be held liable for any loss or damage whatsoever caused by your reliance on such Licenced Materials and/or Content made available to you through the Website, Services and/or Mobile App. It is your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other Licenced Materials & Content available through our Services.
3.3.2 For the purposes of this Agreement, Third Party Sources shall include, without limitation to, the following avenues in which KWL sources for Third Party Data:-
(a) Social Media (i.e. the engagement metrics derived from Facebook, Twitter, Instagram);
(b) Music Streaming and download Platforms (i.e. the channel metrics, play counts obtained from YouTube, Spotify, last.fm)
(c) Radio; (i.e. radio play data and charts aggregated from international radio stations)
(d) Concert details; (i.e. tour dates and venue schedules obtained by artists, ticketing agents or event organisers)
(e) Music Awards (i.e. historical music awards data relating to the Grammys, MTV or any other music award organization)
4. Intellectual Property Rights
4.1 KWL and its licensors (as the case may be) own and retain all Intellectual Property Rights in the Website, Dashboard, Services and the Content (including the Licenced Material). You agree and acknowledge that the structure, organisation, code, and all Intellectual Property Rights related to or used in conjunction with the Website, Dashboard, and Services are proprietary to KWL. The provision of the Website, Dashboard, Services and/or Content (including the Licenced Material) does not transfer to you or any third party any rights in or ownership of such intellectual property, including, without limitation, any intellectual property rights in any KWL or third-party content. Nothing contained herein or in the Services should be construed as granting, by implication, estoppel, or otherwise, any licence or right to use this Website, Dashboard, Services and/or the Content through the use of framing or otherwise, except: (a) as expressly permitted by this Agreement; or (b) with our prior written permission or the permission of such third party that may own the trademark or copyright of material displayed on this Website as the case may be.
4.2 You shall not, and shall not permit any person or entity to: (i) use this Website, Dashboard, and/or Services on a time sharing or any similar basis, or for the benefit of any other person or entity; (ii) alter, enhance, or make derivative works of the Website, Dashboard, Services and/or Content; or (iii) reverse engineer, reverse assemble or decompile, or otherwise attempt to derive source code from the Website, Dashboard, Services and/or Content. You shall not sell, transfer, copy, communicate, publish, disclose, display or otherwise make available the Services including any modifications, enhancements, derivatives, and other software and materials provided hereunder by KWL or copies thereof to others in violation of these Terms of Service.
“Intellectual Property Rights” mean any and all current and future copyright, patents, trademarks or rights in databases, inventions or trade secrets, know-how, rights in designs, topographies, trade and business names, domain names, marks and devices (whether or not registered) and all other intellectual property rights and applications for any of those rights (where such applications can be made) capable of protection in any relevant country of the world.
5. Artist Data aggregated by KWL
5.1 Licence to user-submitted Content (Artist Data): In the course of your use of our Services, we may request you to us with data regarding (i) yourself (if you are a music artist); or (ii) the music artists you represent (collectively, "Artist Data"), in a form acceptable to KWL. By providing such Artist Data to KWL, you agree to grant KWL a limited, irrevocable, non-exclusive, perpetual, worldwide, royalty-free right to use the Artist Data, solely for the purposes of validating, optimising and improving the Services and KWL’s related product and services. You agree not to provide KWL any Artist Data which you know to be false or inaccurate, or otherwise intended to falsely distort the aggregated data which we rely on for the provision of the Services. Additionally, you acknowledge and agree that KWL has no obligation to confirm the veracity of the Artist Data which you have provided.
5.2 Restrictions to our use of Artist Data: To the extent that the Artist Data which you provide is not publicly available, we will only use your Artist Data on an anonymised and aggregated basis for the purposes of our Services and we may only disclose your Artist Data in the following circumstances:
(a) on an anonymised and aggregated basis; or
(b) with your prior consent and only under such reasonable confidentiality terms which are binding on the recipient of such disclosures of your Artist Data.
5.3 For the avoidance of doubt, the provision of your Artist Data to us does not constitute a transfer to us or any third party any rights to or ownership of the aforesaid Artist Data.
6. Our Fees & Payment Methods
6.1 Our Fees.
6.1.1 Our provision of Services to you is subject to your payment of the applicable subscription fees (“Fees”) for your selected subscription plan (“Subscription”). The available subscription plans and their corresponding subscription fees shall be set forth in the subscription page found at https://www.kwl360.net/#/auth/register.
6.1.2 The applicable fees, the duration of the subscription (“Subscription Period”) and the scope of Services available under the different Subscription Plans shall be subject to adjustments by KWL from time to time. In the event that there are any changes to the applicable fees or the Subscription Plans, we will communicate such changes to you in advance and, if applicable, how to accept those changes.
6.2 Payment Methods.
6.2.1 Before we grant you access to the Services available under your selected Subscription Plan, we shall require you to provide us with your credit card information or such valid payment information in relation to the other payment methods which we accept. Upon providing KWL your credit card or other payment details, you hereby agree that KWL may charge the amount of Fees, applicable to your selected Subscription, to your credit card or other payment account for the Services to be rendered under your selected Subscription, and that you agree to settle the payment of the aforesaid applicable Fees before KWL is obliged to grant you access to the Services.
6.2.2 For the avoidance of doubt, you shall be required to pay the applicable Fees for the relevant Subscription Period, in advance, prior to the start of each Subscription Period.
6.2.3 KWL shall not be obliged to give you a full refund, in the event that you decide to cancel your Subscription before your Subscription Period has ended. Any refund of the Fees which you have already paid shall be at discretion of KWL, and in accordance with KWL’s cancellation policy.
6.3 Further details on our fees and payment policy are set out at https://www.kwl360.net/#/auth/register
7. Disclaimer of Warranties
7.1 The Website, Services and/or Mobile App are provided by KWL on an “as is, available basis”. To the fullest extent permitted under applicable laws, KWL expressly disclaims all warranties, representation or endorsements whatsoever, whether express or implied (including, without limitation warranties of title or non-infringement, or the implied warranties of merchantability or fitness for a particular purpose), in relation to the Website, Services and/or Mobile App, and any information or services provided through the Website, Services and/or Mobile App.
7.2 KWL does not represent or warrant that:
(a) the Website, Services and/or Mobile App will meet your requirements or will always be accessible;
(b) the Website, Services and/or Mobile App will be uninterrupted, timely, secure, error-free or free from computer virus or other invasive or damaging code;
(c) the results that may be obtained from the use of the Website, Services and/or Mobile App will be accurate or reliable;
(d) the quality of any products, services, information, or other material purchased or obtained by you through the Website, Services and/or Mobile App will meet your expectations;
(e) any defects will be corrected.
7.3 KWL does not warrant that the use of the Website, Services and/or Mobile App will be uninterrupted or error free. Amongst other things, the operation and availability of the systems used for accessing the Website, Services and/or Mobile App, the computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Website, Services and/or Mobile App. KWL shall not in any way be responsible for any such interference that prevents your access or use of the Website, Services and/or Mobile App
7.4 Under no circumstances will we be liable for any loss or damage caused by your reliance on information in any Content or by your use of our Services. It is your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through our Services. You are responsible for seeking the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other content.
8. Limitation of Liability and Indemnity
8.1 By using our Services, you agree to indemnify, hold harmless and defend KWL and its officers, directors, employees and agents from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to legal fees, resulting directly or indirectly from a claim by a third party that arises in connection with your use of the Website, Services and/or the Mobile App.
8.2 To the fullest extent permitted under applicable laws, KWL shall not be liable to you or any other users of our Website, Services and/or Mobile APP, or any other person or entity for any direct, indirect, special, incidental, consequential or exemplary damages (including, but not limited to, damages for loss of profits, loss of data, loss of use or costs of obtaining substitute goods or services) arising out of the use, inability to use, unauthorised access to or use or misuse of the Website, Services and/or Mobile App, or any Content therein, whether based upon warranty, contract, tort (including negligence), or otherwise, even if KWL has been advised of the possibility of such damages or losses.
8.3 To the fullest extent permitted under applicable laws, KWL’s aggregate liability for all claims arising from this Agreement (if any) shall not exceed and aggregate amount which you had paid to KWL in relation to the Services during the three (3) months’ period prior to the cause of action.
9. Copyright Infringement; Notice and Take Down Procedures
9.1 If you believe that any materials on our Website, Services and/or Mobile App infringe your copyright, you may request that they be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an authorised representative and must include the following information: (1) identification of the copyrighted work that you believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorised version of the work; (2) identification of the material that you believe to be infringing and its location, including a description of the material, its Website location or other pertinent information that will help us to locate the material; (3) your name, address, telephone number, and email address; (4) a statement that you have a good faith belief that the complained of use of the materials is not authorised by the copyright owner, its agent, or the law; (5) a statement that the information in your claim is accurate; and (6) a statement that "under penalty of perjury," you declare that you are the lawful copyright owner or are authorised to act on the owner’s behalf. Please contact us at email@example.com for copyright issues relating to this Website, our Services and/or the Mobile App.
10. Access to our Services
10.1 We may alter, suspend, or discontinue the Website, Services and/or Mobile App in whole or in part, at any time and for any reason, without notice, subject to the terms of any applicable written agreement. The Website, Services and/or Mobile App may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons
10.2 You are responsible for obtaining any equipment and internet service necessary to access our Website and for paying any fees relating to the Services which you select.
10.3 If you use the Mobile App, your mobile carrier’s normal rates and charges apply. We are not responsible for any charges you incur from your mobile carrier as a result of use of the Website and/or Services. You are responsible for ensuring that at all times while using the Website and/or Services, you are not in violation of your wireless data services agreement.
11. Links to Third-Party Websites
11.1 Although this Website only looks to include quality, safe and relevant information or analytics from, and links to third party websites, users should always adopt a policy of caution before clicking on any links to third party websites mentioned throughout this website.
12.1 Subject to this Section 12, this Agreement shall subsist and remain effective for the period in which you use the Services and/or maintain a KWL Account with us.
12.2 In the event that you wish to terminate your KWL Account, you may do so via our Website under the account management section [insert URL link to section]. In accordance with Section 6.2.3 and KWL’s cancellation policy, KWL shall not be obliged to give you a full refund, in the event that you decide to terminate your KWL Account while you still have an active Subscription.
12.3 We may suspend or terminate your access to our Services and/or your KWL account, in our sole discretion, for any reason and at any time without prior notice. You agree that we are not liable to you or any third party for any termination of your access to this Website. For the avoidance of doubt, you acknowledge and agree that, upon termination of these Terms of Service for any reason, you shall immediately pay all amounts that accrued prior to the date of termination, and that any obligation to pay KWL that accrued prior to the termination hereof will survive following such termination.
13. Unsolicited Ideas and Feedback
While we welcome your feedback, ideas, and suggestions (collectively, “Unsolicited Ideas”), it is important to be aware of the following restrictions with regards to Unsolicited Ideas you provide to us. If you send us Unsolicited Ideas, you agree that: (1) your Unsolicited Ideas become the property of KWL and you are not owed any compensation in exchange; (2) none of the Unsolicited Ideas contain confidential or proprietary information of any third party; (3) KWL may use or redistribute Unsolicited Ideas for any purpose and in any way; (4) there is no obligation for KWL to review your Unsolicited Ideas; and (5) KWL has no obligation to keep any Unsolicited Ideas confidential.
14. Jurisdictional Issues
15. Governing Law and Dispute Resolution
16.1 Assignment – We may assign or transfer any of our obligations or rights under this Agreement. You may not assign or transfer your rights or obligations under this Agreement in whole or in part to any third party without the consent of KWL.
16.2 No Partnership. KWL and you are independent contractors and are not partners, joint venture partners, agents, employees or representatives of the other party.
16.3 Entire Agreement. These Terms of Service contain the entire understanding of the parties with respect to the transactions and matters contemplated hereby supersedes all previous communications, understandings and agreements (whether oral or written) other than any click-through or end user licence agreement provided by KWL, and cannot be amended except by means of an agreement in writing signed by both parties, or by KWL posting an amended version of these Terms of Service on its Website.
16.4 Force Majeure – Neither you nor KWL shall be in breach of this Agreement nor liable for the delay in meeting its obligations under this Agreement which is due to any events, causes or circumstances which are outside its reasonable control including acts of god, riot, war, malicious acts of damage, fires, electricity supply failure, Government authority.
16.5 Severability. If any part of these Terms of Service and/or this Agreement is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions.
The Website, Services and/or the Mobile App are available only to, and may only be used by, individuals who are 18 years or older, who can form legally binding contracts under applicable law. If a person below the age of eighteen (18) years of age is found to be using the Website, Services and/or Mobile App, and Personal Data has been transmitted to us, KWL shall take the necessary steps to remove the Personal Data collected and terminate the relevant KWL Account.
18. For Additional Information
If you have any questions about these Terms of Service, please contact us at firstname.lastname@example.org
Copyright © 2016, KWL Intelligence Pte. Ltd. All Rights Reserved.