FATdrop Terms Of Use


<h1>FATdrop Terms Of Use</h1>

<ul>
    <li>
    1. Service Agreement and information about us
        <ul>
            <li>
            1.1 FATdrop Limited (“FATdrop”, “we”, “us”, “our”) operate the FATdrop website
            (fatdrop.co.uk and all subdomains thereof) or services, or the mobile versions
            of either (together “the site”).  We are a company registered in England and
            Wales under company number 6199983 and with our registered office and main
            trading address at PO Box 501 The Nexus Building, Broadway, Letchworth Garden
            City, Herts, UK SG6 9BL.  Our VAT number is GB981058506.  To contact us, please
            see our Contact Us page http://www.fatdrop.co.uk/contact.
            </li>
            <li>
            1.2 Use of the Site and the FATdrop web application (collectively, "The
            Services") are provided to you (the "Client", "You" or "Your") subject to these
            terms and conditions, the  documents expressly referred to in these terms and
            conditions and any guidelines, rules or operating policies that FATdrop may
            establish and post from time to time (the "Service Agreement"). By using the
            Site you indicate that you accept this Service Agreement and that you agree to
            abide by the terms of this Service Agreement.  If you do not agree to this
            Service Agreement, please refrain from using the Site.  By posting updated
            versions of the Service Agreement accessible via the Client's control panel on
            the Site, or otherwise providing notice to You, FATdrop may modify the terms of
            the Service Agreement and may discontinue or revise any or all other aspects of
            The Services at its sole discretion. All such changes shall become effective
            upon posting of the revised Service Agreement.
            </li>
            <li>
            1.3 The Services are available only to persons who can form legally binding
            contracts under applicable law. Without limiting the foregoing, The Services
            are not available to individuals under the age of 18. If you do not qualify,
            please do not use The Services.
            </li>
            <li>
            1.4 The Service Agreement shall be governed by, and construed in accordance
            with, English law and the courts of England shall have exclusive jurisdiction
            to settle any dispute arising out of or in connection with this Service
            Agreement.
            </li>
            <li>
            1.5 For the purposes of this Services Agreement “Intellectual Property Rights”
            means all intellectual property rights wherever in the world arising, whether
            registered or unregistered (and including any application), including
            copyright, know-how, confidential information, trade secrets, business names
            and domain names, trade marks, service marks, trade names, patents, petty
            patents, utility models, design rights, database right and all rights in the
            nature of unfair competition rights or rights to sue for passing off.
            </li>
        </ul>
    </li>
    <li>
    2. Description of Services
        <ul>
            <li>
            2.1 The Services enable record labels, recording artists and other members of
            the music industry to upload data (image, text, audio and other files)
            (“Content”) and to make such Content available via the internet to members of
            their opt-in mailing list, by use of a combined website and email system, and
            to monitor how the data is viewed and used by the members of their mailing
            lists.
            </li>
            <li>
            2.2 FATdrop makes every attempt to ensure that all e-mail messages sent through
            our servers follow e-mail standards and render correctly in a wide range of
            email clients but cannot guarantee that messages will look consistent across
            all e-mail platforms due to the number of different email client variants. It
            is understood that FATdrop makes no guarantee that HTML messages will be
            rendered properly on all recipients' e-mail programs. For best results FATdrop
            uses, but does not guarantee, HTML that adheres to W3C standards.
            </li>
            <li>
            2.3 FATdrop makes every attempt to make sure that promo pages follow web
            standards and render correctly in a wide range of browsers but we cannot
            guarantee that pages will look consistent in all browsers. It is understood
            that FATdrop makes no guarantee that promo templates will be rendered properly
            on all recipients' browsers.
            </li>
            <li>
            2.4 System Requirements. It is understood that in order to use the Site's
            control panel, a modern browser with javascript enabled is required. The Site
            is tested on the two most recent versions of the Firefox, Chrome, Safari, and
            Internet Explorer browsers as well as popular Android and iOS browsers although
            we make no guarantee as to the functionality of the Service on any specific
            browser/platform.  
            </li>
        </ul>
    </li>
    <li>
    3. Pricing
        <ul>
            <li>
            3.1 The number of KiloBytes of data transferred from Your account are monitored
            by FATdrop. Once You exceed Your monthly bandwidth allowance, additional
            bandwidth is charged at Your current pricing structure. Monthly invoices will
            be issued for the combined sum of monthly subscription fee, chargeable
            bandwidth costs, any extra services which You have ordered in that monthly
            period and VAT at the current UK rate (if applicable).
            </li>
            <li>
            3.2 Invoices which remain unpaid over 14 days from date of invoice will result
            in the account being frozen pending payment in full. In the event of Your
            account being frozen, Your campaigns will become deactivated but You WILL
            CONTINUE TO BE CHARGED THE MONTHLY FEE FOR EACH MONTH OR PART THEREOF WHICH
            YOUR ACCOUNT IS OVERDUE.
            </li>
            <li>
            3.3 All prices are subject to change at any time. All fees paid to FATdrop for
            the Services are non-refundable, unless Your account is terminated by FATdrop
            for a reason other than violation of the Anti-Spam Policy or non payment of
            invoice within the period agreed in the Service Agreement.
            </li>
            <li>
            3.4 Payment for Services will be made via electronic payment within 14 days of
            receiving an invoice from FATdrop unless other payment arrangements have been
            made between you and an authorized FATdrop representative. Fees are payable in
            UK Pounds Sterling (GBP). You are responsible for reviewing the Pricing
            Schedule from time to time and remaining aware of the Fees charged by FATdrop.
            </li>
            <li>
            3.5 FATdrop may charge an account re-activation fee should an account need to
            be re-activated following a deactivation for non-payment of an invoice.
            </li>
            <li>
            3.6 VAT at the current rate will be added to FATdrop invoices unless The Client
            claims that they are not liable to pay UK VAT. In order for a client to be not
            liable for UK VAT, their business must be either based outside of the UK and
            holding a valid EU VAT number OR based outside of the EU. The Client agrees to
            provide accurate information as to the VAT status of their company. FATdrop
            reserves the right to challenge the information provided for VAT liability if
            they feel it may be inaccurate.
            </li>
        </ul>
    </li>
    <li>
    4. Privacy
        <ul>
            <li>
            4.1 During the account registration process. You will provide true, accurate,
            current, and complete information about yourself as requested in the
            registration form. As part of the registration process, You will identify an
            e-mail address and password for your FATdrop account. You are responsible for
            maintaining the security of your account, passwords, and files, and for all
            users of your account and of the Services in your name. FATdrop reserves the
            right to refuse registration of, or cancel, accounts it deems inappropriate.
            </li>
            <li>
            4.2 In using the varied features of the Services, you may provide information
            (such as name, contact information, or other registration information) to
            FATdrop. FATdrop may use this information and any technical information about
            your use of the Services to tailor its presentations to You, facilitate your
            movement through the Service, or communicate separately with You.
            </li>
            <li>
            4.3 FATdrop will not use any of your mailing lists or any other customer
            information for any other purposes than those intended with the Service. Your
            customer information will not be shared with any other parties. In addition,
            FATdrop will not use Your customer information for the purpose of sending
            unsolicited commercial e-mail.
            </li>
            <li>
            4.4 FATdrop may contact recipients who may be members of your mailing list
            under the following circumstances: 
                <ul>
                    <li>4.4.1 to inform them of changes to the Service which may affect their usage;</li>
                    <li>4.4.2 with technical assistance in order to troubleshoot a problem with usage of the site;</li>
                    <li>4.4.3 with automated notifications that they have specifically requested</li>
                </ul>
            </li>
            <li>
            4.5 You will comply with FATdrop’s Privacy Policy
            http://www.fatdrop.co.uk/privacy_policy and as such privacy policy may be
            modified by FATdrop from time to time.
            </li>
        </ul>
    </li>
    <li>
    5. Restrictions and Responsibilities
        <ul>
            <li>
            5.1 These terms form part of the Service Agreement, and you are not granted a
            license to any software by this Agreement. You will not, directly or
            indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to
            discover the source code, object code, or underlying structure, ideas, or
            algorithms of, or found at or through the Services or any software,
            documentation, or data related to the Services ("Software"); remove any
            proprietary notices or labels from the Services or any Software, modify,
            translate, or create derivative works based on the Services or any Software; or
            copy, distribute, pledge, assign, or otherwise transfer or encumber rights to
            the Services or any Software. If you are using the Services in any country in
            the European Community, the prohibition against modifying, translating, reverse
            engineering, decompiling, disassembling or creating derivative works based on
            the Services or the Software does not affect your rights under any legislation
            implementing the E.C. Council Directive on the Legal Protection of Computer
            Programs.
            </li>
            <li>
            5.2 You represent, covenant, and warrant that you will use the Services only in
            compliance with the Service Agreement and all applicable laws (including but
            not limited to policies and laws related to copyright, spamming, privacy,
            obscenity, or defamation). You agree you will not access or otherwise use third
            party mailing lists in connection with preparing or distributing unsolicited
            e-mail to any third party. You hereby agree to indemnify and hold harmless
            FATdrop against any damages, losses, liabilities, settlements, and expenses
            (including without limitation costs and reasonable legal fees) in connection
            with any claim or action that arises from an alleged violation of the foregoing
            or otherwise arising from or relating to your use of the Services. You
            acknowledge that FATdrop has no control over any Content placed on the Site by
            you and does not purport to monitor the Content provided by you or your use of
            the Services.  FATdrop reserves the right without liability or prejudice to its
            other rights to You, to remove, delete or disable access to any Content, or
            suspend or otherwise prohibit Your use of the Services (or both) if it
            reasonably suspects that such Content may be (or is alleged to be) in violation
            of the Service Agreement.
            </li>
            <li>
            5.3 The Services may only be used for lawful purposes. Transmission or
            solicitation of any material that violates UK law or other laws that may apply
            in your jurisdiction is prohibited. You shall not access, store, distribute or
            transmit any material during your use of the Services that is obscene,
            threatening, harassing, defamatory, unlawful, harmful, racially or ethnically
            offensive, facilitates illegal activity, depicts sexually explicit images,
            promotes unlawful violence, is discriminatory based on race, gender, colour,
            religious belief, sexual orientation, disability, infringes a third party’s
            Intellectual Property Rights or any other rights of a third party or is
            otherwise illegal or causes damages or injury to any person or property
            (“Inappropriate Content”).  You shall notify FATdrop promptly if You become
            aware of any allegation that any content on the Site may be Inappropriate
            Content.
            </li>
            <li>
            5.4 It is Your responsibility to check the campaign for errors in copy,
            corrupted audio, graphics stream and download settings, and that the overall
            campaign is working as required before sending. FATdrop is not responsible for
            any errors generated by the clients activities during campaign creation.
            </li>
            <li>
            5.5 Watermarking of MP3 and other audio files is provided to add an additional
            level of safety to clients of FATdrop. It is Your responsibility to test a
            watermarked audio file to ensure it plays back correctly. FATdrop cannot be
            held responsible for files that become corrupt from the watermarking process or
            for cases where watermarking adds audible artifacts. Furthermore, FATdrop does
            not guarantee that a watermark will identify the recipient of a file should
            that file be altered in some way.
            </li>
            <li>
            5.6 You warrant and undertake that:
                <ul>
                    <li>
                    5.6.1 You are the owner or authorised licensee of the Intellectual Property
                    Rights in the Content and that the use of the Content as contemplated by the
                    Service Agreement will not infringe the Intellectual Property Rights or any
                    other rights of any third party;
                    </li>
                    <li>
                    5.6.2 You own all right, title and interest in and to all of the Content and
                    shall have sole responsibility for the legality, reliability, integrity,
                    accuracy and quality of the Content.
                    </li>
                    <li>
                    5.6.3 You shall obtain and shall maintain all necessary licences, consents and
                    permissions necessary for FATdrop, its contractors and agents to perform their
                    obligations under this Service Agreement (without additional charge to You or
                    any third party, including without limitation any collecting society).
                    </li>
                </ul>
            </li>
            <li>
            5.7 You shall indemnify FATdrop against all liabilities, costs, expenses,
            damages and losses (including but not limited to any direct, indirect or
            consequential losses, loss of profit, loss of reputation and all interest,
            penalties and legal costs (calculated on a full indemnity basis) and all other
            professional costs and expenses) suffered or incurred by FATdrop arising out of
            or in connection with any breach of the warranty contained in clause 5.6. At
            the request of FATdrop and at Your own expense, You shall provide all
            reasonable assistance to enable FATdrop to resist any claim, action or
            proceedings brought against FATdrop as a consequence of any breach of the
            warranty contained in Clause 5.6.
            </li>
            <li>
            5.8 FATdrop may, without affecting any other right or remedy available to it,
            terminate the Service Agreement with immediate effect by, giving written notice
            to You, if any action is brought against it, or it receives any claim, that the
            Content infringes the rights or interests of any third party.
            </li>
        </ul>
    </li>
    <li>
    6. Termination
        <ul>
            <li>
            6.1 You may terminate this Service Agreement at any time by sending an e-mail
            message requesting Your account be closed to info@fatdrop.co.uk. Correspondence
            must include your first name, last name, and registered FATdrop email address.
            This must then be confirmed in writing. In order to close Your account, any
            outstanding invoices must be settled. A full monthly subscription fee will also
            be charged for any partial months that You have held an account with FATdrop.
            No refunds will be issued.
            </li>
            <li>
            6.2 FATdrop may terminate this Agreement or the Services at any time with or
            without cause, and with or without notice. FATdrop shall have no liability to
            you or any third party because of such termination. If FATdrop terminates this
            agreement because you violated the Anti-Spam policy, no refund will be issued.
            </li>
            <li>
            6.3 FATdrop may delete any of your archived data within 30 days after the date
            of termination. All sections of this Service Agreement which by their nature
            should survive termination will survive termination, including, without
            limitation, ownership, warranty disclaimers and limitations of liability.
            </li>
        </ul>
    </li>
    <li>
    7. Warranty 
        <ul>
            <li>
            7.1 USE OF THE SERVICES AND ANY RELIANCE BY YOU UPON THE SERVICES, INCLUDING
            ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE, IS AT YOUR SOLE RISK.
            FATDROP DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE;
            NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE
            OF THE SERVICES. THE SERVICES ARE PROVIDED "AS IS" AND FATDROP DISCLAIMS ALL
            WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED
            WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
            NONINFRINGEMENT. Your sole and exclusive remedy for any failure or
            nonperformance of the Services shall be for FATdrop to use commercially
            reasonable efforts to adjust or repair the Services.
            </li>
            <li>
            7.2 This clause 7 sets out the entire financial liability of FATdrop (including
            any liability for the acts or omissions of its employees, agents and
            sub-contractors) to You: 
                <ul>
                    <li>
                    7.2.1 arising under or in connection with this Service Agreement; 
                    </li>
                    <li>
                    7.2.2 in respect of any use made by You of the Services or any part of them;
                    and
                    </li>
                    <li>
                    7.2.3 in respect of any representation, statement or tortious act or omission
                    (including negligence) arising under or in connection with this Service
                    Agreement.
                    </li>
                </ul>
            </li>
            <li>
            7.3 Subject to clause 7.1 and 7.6  neither FATdrop nor any of its employees,
            agents or sub-contractors shall be liable whether in tort (including for
            negligence or breach of statutory duty), contract, misrepresentation,
            restitution or otherwise for any loss of profits, loss of business, depletion
            of goodwill and/or similar losses or loss or corruption of data or information,
            or pure economic loss, or for any special, indirect or consequential loss,
            costs, damages, charges or expenses however arising under or in connection with
            this Service Agreement.
            </li>
            <li>
            7.4 Subject to clause 7.1 and 7.6 FATdrop's (including its employees, agents or
            sub-contractors) total aggregate liability in contract, tort (including
            negligence or breach of statutory duty), misrepresentation, restitution or
            otherwise, arising in connection with the performance or contemplated
            performance of this Service Agreement shall be limited to the amount payable
            for the Service.
            </li>
            <li>
            7.5 You may not remove or export from the UK or allow the export or re-export
            of the Services, or any direct product thereof, including technical data, in
            violation of any restrictions, laws, or regulations of the UK or any other
            applicable country.
            </li>
            <li>
            7.6 Notwithstanding anything to the contrary, nothing in this Service Agreement
            excludes the liability of FATdrop for: 
                <ul>
                    <li>
                    7.6.1 death of personal injury caused by FATdrop’s negligence; or
                    </li>
                    <li>
                    7.6.2 for fraud or fraudulent misrepresentation.
                    </li>
                </ul>
            </li>
        </ul>
    </li>
    <li>
    8. Miscellaneous
        <ul>
            <li>
            8.1 If any provision of the Service Agreement is found to be unenforceable or
            invalid, that provision will be limited or eliminated to the minimum extent
            necessary so that this Service Agreement will otherwise remain in full force
            and effect and enforceable.
            </li>
            <li>
            8.2 FATdrop and You agree that the Service Agreement constitutes the entire
            agreement between the parties and supersedes and cancels all previous written
            and oral agreements, communications, and other understandings relating to the
            subject matter of the Service Agreement.  Each party agrees that it shall have
            no remedies in respect of, any statement, representation, assurance or warranty
            (whether made innocently or negligently) that is not set out in this Service
            Agreement.  Each party agrees that it shall have no claim for innocent or
            negligent misrepresentation or negligent misstatement based on any statement in
            this Service Agreement.
            </li>
            <li>
            8.3 All waivers and modifications must be in a writing signed by both parties,
            except as otherwise provided herein. No delay or omission by either party in
            exercising any right or remedy under this Service Agreement or existing at law
            or equity shall be considered a waiver of such right or remedy.
            </li>
            <li>
            8.4 No agency, partnership, joint venture, or employment is created as a result
            of the Service Agreement, and You do not have any authority of any kind to bind
            FATdrop in any respect whatsoever.
            </li>
            <li>
            8.5 In any action or proceeding to enforce rights under the Service Agreement,
            the prevailing party will be entitled to recover its costs and lawyers fees.
            </li>
            <li>
            8.6 Except as expressly set out in clauses 7.2-7.4 (inclusive), no one other
            than a party to this Service Agreement, their successors and permitted
            assignees, shall have any right to enforce any of its terms.
            </li>
            <li>
            8.7 You shall not, without FATdrop’s prior written consent, assign, transfer,
            charge, sub-contract or deal in any other manner with all or any of Your rights
            or obligations under the Services Agreement.
            </li>
        </ul>
    </li>
    <li>
    9. Email and Permission Practices
        <ul>
            <li>
            9.1 You must comply with all applicable laws in relation to your use of the
            Service including the Privacy and Electronic Communications (EC Directive)
            Regulations 2003 and you must comply with the FATdrop Anti-Spam policy when
            sending e-mail through the Service to ensure that FATdrop maintains its
            reputation and white-listing status with a number of major ISPs and
            whitelisting programs.
            </li>
            <li>
            9.2 Every email message sent in connection with the Services will contain the
            "unsubscribe" link or other mechanism that allows subscribers to remove
            themselves from your mailing list. You acknowledge and agree that you will not
            remove, disable or attempt to remove or disable either link.
            </li>
            <li>
            9.3 You agree to import, access or otherwise use only permission-based email
            lists. The use of bought or gathered mailing lists, distribution lists,
            newsgroups, or spam email addresses are strictly prohibited and FATdrop
            reserves the right to suspend the Service and/or terminate your Service
            Agreement if You do not comply with the policy. Please contact FATdrop if you
            have questions.
            </li>
            <li>
            9.4 Emails that you send through the Service may generate abuse complaints from
            recipients. As a matter of privacy, FATdrop cannot share with you the email
            addresses of those who complain about your email campaign. You are responsible
            for ensuring that your email campaigns do not generate a number of abuse
            complaints in excess of industry norms. FATdrop, in its sole discretion, shall
            determine whether your level of abuse complaints is within industry norms, and
            its determination shall be final, binding and conclusive for all purposes under
            this Agreement. If your campaigns are flagged as SPAM by any number of Your
            recipients, FATdrop reserves the right to suspend the Service and/or terminate
            your Service Agreement without notice.
            </li>
            <li>
            9.5 In order to comply with FATdrop's anti-spam policy, it is the clients
            responsibility to make sure they have permission to send email to the people in
            their lists. FATdrop provides a way to send new addresses an "opt-in"
            invitation when adding them to Your mailing lists. New addressees can either
            accept or reject the invitation. You will not be able to send email to these
            addresses until the invitation has been accepted.
            </li>
            <li>
            9.6 You can also manually add addresses to any FATdrop mailing list, bypassing
            the opt-in process. It is Your responsibility to ensure You have permission to
            send emails to the addressees if you use this method of adding new addresses.
            They must either be people who have bought your products or services in the
            last 2 years or people who have given you their details in order to be
            contacted about your releases. When an address added in this way retrieves a
            promo, it is assumed that they are happy to receive digital promos and their
            status becomes "Subscribed". If a new address is sent 3 promos without clicking
            on any of them, they will become blocked. To unblock their address, a recipient
            should visit http://www.fatdrop.co.uk/subscriptions and follow the on-screen
            instructions.
            </li>
            <li>
            9.7 FATdrop, at its own discretion, may immediately suspend the Service and/or
            terminate your Service Agreement without refund to the Services if FATdrop
            believes in its sole discretion that you have violated any of the email and
            permission practices listed above.
            </li>
        </ul>
    </li>
    <li>
    10. Copyright Policy
        <ul>
            <li>
            10.1 You shall not upload, send, modify, distribute, or reproduce in any way
            any material (including without limitation any audio, image or other files,
            text, trademarks, or other proprietary information) where the Intellectual
            Property Rights in such material belong to others without obtaining the prior
            written consent of the owner of such Intellectual Property Rights.  Without
            affecting any other right or remedy available to it FATdrop may suspend the
            Service and/or terminate your Service Agreement immediately if it reasonably
            believes that You are infringing the copyright or other Intellectual Property
            Rights of others.
            </li>
            <li>
            10.2 You acknowledge and agree that the Services and the FATdrop company names
            and logos and all related product and service names, design marks and slogans,
            are the property of FATdrop or its affiliates or suppliers (collectively, the
            "Marks"). You are not authorized to use any of the Marks in any advertising,
            publicity or any other commercial manner without the prior written consent of
            FATdrop. Your use of the Services confers no title or ownership in the Service,
            the Software or the Marks and is not a sale of any rights in the Service, the
            Software or the Marks. All ownership rights remain in FATdrop or its third
            party suppliers, as the case may be.
            </li>
        </ul>
    </li>
    <li>
    11. Content
        <ul>
            <li>
            11.1 FATdrop shall follow its archiving procedures for Content. In the event of
            any loss or damage to Content, FATdrop's sole and exclusive remedy shall be for
            FATdrop to use reasonable commercial endeavours to restore the lost or damaged
            Content from the latest back-up of such Content maintained by FATdrop in
            accordance with their archiving procedures. FATdrop shall not be responsible
            for any loss, destruction, alteration or disclosure of Content caused by any
            third party (except those third parties sub-contracted by the FATdrop to
            perform services related to Content maintenance and back-up).
            </li>
        </ul>
    </li>
</ul>

<p>
Updated 5 March 2014
</p>