Track Patrol - Keep Track of Your Tracks - Search and Compare Artist Track Label Album Release Date

SUBSCRIBER
AND
Track Patrol Ltd (registered number 5964042) whose registered office is at 8 Gaveston Close, Byfleet, Surrey, KT14 7HE, United Kingdom ("TP")
Agreement and Terms and Conditions for access to www.trackpatrol.com by the SUBSCRIBER (the "Agreement")
Definitions
'Web Site' means the online search facility of distributed physical and digital music recordings available at URL www.trackpatrol.com
1. Introduction
1.1. The Web Site is owned by Track Patrol Ltd ("TP").
1.2. The Web Site contains both free-to-access and subscription areas. Access to subscription content areas is restricted to users who have registered and paid the appropriate fee as determined by TP (“SUBSCRIBER”). The subscription areas of the Web Site are clearly identified.
1.3. The subscription areas allow the SUBSCRIBER access and search facilities for artist; track title; album title; record label; format; release date; catalogue number and territory (the "Search Results").

1.4. Subscriber shall be solely responsible for providing all equipment, including a computer and modem, necessary to establish a connection to the World Wide Web and pay any telephone service and/or other fees associated with such access
2. Term & Termination
2.1. This Agreement shall come into effect upon signature by the parties ("The Commencement Date") and shall continue for an initial period determined by SUBSCRIBER’S chosen Subscription Package ("The Initial Term") unless terminated pursuant to Clause 2.3.
2.2. In the event that SUBSCRIBER opts for a monthly subscription package this Agreement will automatically renew on each anniversary of The Commencement Date or upon reaching the corresponding number of searches permitted, whichever the sooner, for a period of 1 month at the prevailing Subscription Fee rate as may vary from time to time (a "Subsequent Term") unless either party has given notice in writing to the other party of their wish to terminate the Agreement.
2.3. In the event that SUBSCRIBER opts for an annual subscription package this Agreement will automatically renew on each anniversary of The Commencement Date or upon reaching the corresponding number of searches permitted, whichever the sooner, for a period of 12 months at the prevailing Subscription Fee rate as may vary from time to time (a "Subsequent Term") unless either party has given notice in writing to the other party of their wish to terminate the Agreement.
2.4. Either party may forthwith terminate this Agreement by giving written notice to the other to that effect in the event;
2.4a. of a material breach of any of the terms of this Agreement by the other party which, if capable of remedy, shall not have been remedied within 28 days of being requested in writing so to do by the other party; or
2.4b. that the other party shall go into liquidation whether compulsory or voluntary (except for the purpose of a bona fide reconstruction or amalgamation without insolvency) or if an administrator of the other party shall be appointed or if a receiver and manager or administrative receiver shall be appointed over any of the assets or undertaking of the other party; or
2.4c. the other party shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; or
2.4d. a distress, execution, sequestration or other process is levied or enforced upon, or sued out, against the property of the other party which is not discharged within 7 days.
3. Subscription Fees
3.1. For unlimited access to the Search Results for the Initial Term, the SUBSCRIBER agrees to pay TP the specified subscription fee (the 'Subscription Fee').
3.2. If upon the anniversary of The Commencement Date this Agreement has not been terminated then TP will invoice the SUBSCRIBER for the Subscription Fee at the prevailing rate as may vary from time to time (the ‘Renewal Fee’).
4. Use of TP Content
4.1. Save for the Search Results all material on the Web Site (the "Content") belongs to TP, unless expressly stated as otherwise. The SUBSCRIBER may retrieve and display Content from the Web Site on a computer screen and print individual pages on paper.
4.2. Except as expressly set out in clause 4.1, the SUBSCRIBER may not reproduce, modify or in any way commercially exploit any of the Content. In particular, but without limiting the general application of the restrictions contained in the preceding sentence, the SUBSCRIBER may not do any of the following without prior written permission from TP.
4.2a. Redistribute any of the Content (including by using it as part of any library, archive or shared service);
4.2b. Remove the copyright notice from any copies of Content made;
4.2c. Create a database in electronic or structured manual form by systematically downloading and storing all or any of the Content.
5. Registration
5.1. The SUBSCRIBER has provided TP with accurate, complete registration information for all licensed users and it is the SUBSCRIBER's responsibility to inform TP of any changes to that information by e-mail to info@trackpatrol.com
5.2. The SUBSCRIBER is responsible for preventing unauthorised use of the individual passwords or unauthorised access to the Search Results. If the SUBSCRIBER believes there has been any breach of security such as the disclosure or unauthorised use of the SUBSCRIBER's individual passwords, the SUBSCRIBER must notify TP immediately by e-mailing info@trackpatrol.com
5.3. Any breach of this Agreement will result in termination of the SUBSCRIBER's access to the Search Results on the Web Site.
5.4. For the avoidance of doubt if the SUBSCRIBER fails to pay the Subscription Fee then access to the Search Results will be suspended. This will not affect TP's right to receive any payments, nor will it result in an extension to the relevant Initial Term or Subsequent Term.
6. Warranties, Exclusion of Damages, Limitation of Liability, and Links
6.1. The Content does not constitute any form of advice or recommendation by TP and is not intended to be relied upon by users in making (or refraining from making) any specific investment, purchasing, or other decisions. Any arrangements made between the SUBSCRIBER and any third party named on the Web Site are at the SUBSCRIBER's sole risk and responsibility.
6.2. To the full extent allowed by applicable law, the SUBSCRIBER agrees that TP will not be liable to the SUBSCRIBER and/or any third party for any consequential or incidental damages (including but not limited to lost profits) or for any other indirect, special, or punitive damages whatsoever that arise out of or are related to this Agreement, the Web Site or to any breach of the Agreement by TP.
6.3. The Web Site contains links to other world-wide-web sites provided by independent third parties ("Third Party Sites"), either directly or through frames. TP is not responsible for the availability or content of Third Party Sites and will not be a party to, nor in any way responsible for, any transaction concerning goods or services available from such Third Party Sites.
6.4. As part of this agreement, TP agrees to provide a technical or billing support. This facility may be accessed by e-mailing info@trackpatrol.com.
6.5. TP will use all commercially reasonable endeavours to ensure the SUBSCRIBER's continual access to the Web Site. In circumstances where the Web Site is not accessible to the SUBSCRIBER, and it is not the fault of the SUBSCRIBER, TP will use all commercially reasonable endeavours to restore access to the site as soon as possible.
6.6. In circumstances that the Web Site suffers from more than 7 days downtime in any month and it is the fault of TP or any of its suppliers (the "Maximum Downtime") the SUBSCRIBER may claim a refund on a pro-rata basis for each day by which the Maximum Downtime is exceeded. If the Maximum Downtime is exceeded in two successive months the SUBSCRIBER may terminate the Agreement in writing and if so will be refunded pro-rata the remainder of any fees paid in advance for the applicable Initial Term or Subsequent Term, including the second successive month that the Maximum Downtime was exceeded. Such written request by the SUBSCRIBER to terminate must be received by TP within 30 working days of the end of the second successive month the Maximum Downtime was exceeded.
7. Miscellaneous
7.1. Each party agrees not to disclose any information about this Agreement to any third party without prior written agreement from the other party.
7.2. Save for the right to access the Search Results, TP reserves the right, at its discretion, to make changes to any part of the Web Site. Without degradation to the service/information available at the time of signing this Agreement.
7.3. Parts of the Web Site may contain advertising and sponsorship. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the site complies with international and national law. TP will not be responsible for any error or inaccuracy in advertising material.
7.4. The SUBSCRIBER may not assign, sub-license or otherwise transfer any of its rights or obligations under this Agreement without prior agreement in writing from TP.
7.5. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of that provision will not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
7.6. Failure by either party to exercise any right or remedy under this Agreement does not constitute a waiver of that right or remedy.

7.7. All notices to a party shall be in writing and shall be made either via email or conventional mail. TP may broadcast changes to the Agreement or other matters of importance by updating this posting; such broadcasts shall constitute notice to SUBSCRIBER
7.8. Headings in this Agreement are for convenience only and will have no legal meaning or effect.
7.9. This Agreement shall be governed by, and construed in accordance with, English law.