Terms and Conditions Universal Music Downloader - Terms and Conditions

1. INFORMATION ABOUT US

• 1.1

  Store.universal-music.co.uk ("site") is a site operated by Universal Music Direct Limited ("we"). We are registered in England and Wales under company number 6854191 with our registered office at 364-366 Kensington High Street, London W14 8NS. Our VAT number is 246 2974 39

• 1.2

  The Universal Music Downloader software is provided by Universal Music Operations Limited ("UMO") registered in England and Wales under company number 950138 with registered office at 364-366 Kensington High Street, London W14 8NS. UMO's VAT number is 246 2974 39

2. WHAT IS UNIVERSAL MUSIC DOWNLOADER?

• 2.1

  Universal Music Downloader is an application which allows you to transfer downloads of Digital Products from our site to your computer. It is free and simple to use. You will only have to download the application once although we/UMO may from time to time publish upgrades – see section 4.4.

• 2.2

  If you do not wish to use the Universal Music Downloader you can download Digital Products to your computer as ZIP files.

3. HOW THESE TERMS APPLY TO THE USE OF UNIVERSAL MUSIC DOWNLOADER

• 3.1

  These terms are a legal agreement between you, us and UMO for the Universal Music Downloader. Unless otherwise expressly stated, these terms will govern any upgrades/new versions of the Universal Music Downloader provided by us/UMO that may replace or add to the version of the Universal Music Downloader you originally downloaded.

• 3.2

  By proceeding to download the Universal Music Downloader from this site you agree to these terms. If you do not agree to these terms, you must not download or use the Universal Music Downloader.

4. GRANT AND SCOPE OF LICENCE TO USE UNIVERSAL MUSIC DOWNLOADER

• 4.1

  You acknowledge that all intellectual property rights in the Universal Music Downloader belong to us/UMO, that rights in the Universal Music Downloader are licensed (not sold) to you, and that you have no rights in, or to, the Universal Music Downloader other than the right to use it in accordance with these terms.

• 4.2

  The Universal Music Downloader may be protected by technical protection measures so that the intellectual property rights, including copyright, in the Universal Music Downloader are not misused. You must not attempt in any way to remove or circumvent any such measures.

• 4.3

  In consideration of you agreeing to abide by these terms, we/UMO grant to you a non-exclusive, non-transferable licence to use the Universal Music Downloader in the UK on these terms including that you may download, install and use the Universal Music Downloader for your own private non-commercial purposes in order to download products from this site.

• 4.4

  The Universal Music Downloader is provided in our/UMO's discretion and from time to time we/UMO may change, update or make available upgrades to the Universal Music Downloader. These may be required in order to improve the Universal Music Downloader (for example by introducing new features/functionalities) or to fix any errors. The latest version of the Universal Music Downloader will generally be made available at no charge via the site and you should always use the latest version available. We/UMO may choose not to support earlier versions. In addition, you acknowledge that due to industry/technology developments and the nature of the Digital Products offered (including format of files, operating systems, downloading software etc) that system requirements (including the Universal Music Downloader) may change from time to time.

• 4.5

  Save for the rights which are expressly granted to you in these terms all rights in and to the Universal Music Downloader are expressly reserved to us/UMO and/or our/UMO's licensors. Nothing in these terms grants to you any ownership right of any nature in and to the Universal Music Downloader.

5. RESTRICTIONS ON USE OF UNIVERSAL MUSIC DOWNLOADER

• 5.1

  Except as expressly set out in these terms or as permitted by law, you agree:

  • 5.1.1

    you will only use the Universal Music Downloader for your own personal non-commercial use and solely in connection with downloading Digital Products from the site;

  • 5.1.2

    to use the latest version of the Universal Music Downloader (ie the updated or upgraded version or new release provided by us/UMO);

  • 5.1.3

    not to use the Universal Music Downloader for any illegal purpose;

  • 5.1.4

    not to copy the Universal Music Downloader except where such copying is incidental to normal use of the Universal Music Downloader, or where it is necessary for the purpose of back-up;

  • 5.1.5

    not to sell, rent, lease, sub-licence, loan, distribute, translate, merge, adapt, vary or modify the Universal Music Downloader or any rights in and to the Universal Music Downloader (or any part of it);

  • 5.1.6

    not to make alterations to, or modifications of, the whole or any part of the Universal Music Downloader, nor permit the Universal Music Downloader or any part of it to be combined with, or become incorporated in, any other programs including software that is or may become subject to an open source licence;

  • 5.1.7

    not to compile, decompile, disassemble, reverse engineer, attempt to derive the source code of or create derivative works based on, the whole or any part of the Universal Music Downloader nor attempt to do any such thing.

6. WARRANTY

• 6.1

  UMO warrants that it has tested the Universal Music Downloader for viruses using commercially available virus-checking software, consistent with current industry practice.

• 6.2

  Neither we nor UMO make any other promises or warranties about the Universal Music Downloader. You agree that use of the Universal Music Downloader is at your sole risk.

7. TERMINATION OF USE OF Universal Music Downloader

• 7.1

  You and/or we/UMO may terminate the licence to use the Universal Music Downloader on written notice. In addition we/UMO may terminate the licence immediately by written notice to you if you commit a breach of these terms.

• 7.2

  Upon termination of the licence to use the Universal Music Downloader for any reason:

  • 7.2.1

    all rights granted to you to use the Universal Music Downloader will end;

  • 7.2.2

    you must stop all activities authorised by these terms;

  • 7.2.3

    you must immediately delete or remove the Universal Music Downloader from all computer equipment in your possession.

8. OUR/UMO'S LIABILITY TO YOU

PLEASE READ THIS SECTION CAREFULLY AS IT SETS OUT THE LIMITATIONS OF OUR/UMO'S LIABILITY TO YOU

• 8.1

  You agree you will have no claim against us or UMO, in respect of any decision which either we or UMO may take to remove the Universal Music Downloader from this site or terminate your usage rights.

• 8.2

  In the event of a breach of the contract for the Universal Music Downloader, neither, you, we or UMO will be responsible for any losses that the others suffer as a result, except those losses which are a foreseeable consequence of the breach. Losses are foreseeable where they could be contemplated by you, us and UMO at the time your order is accepted by us.

• 8.3

  Both our liability and the liability of UMO for losses you suffer as a result of us/UMO breaking the contract for the download and use of Universal Music Downloader is strictly limited to £50.00

• 8.4

  Neither we nor UMO are responsible for losses which happen as a side effect of the main loss or damage and which are not foreseeable by you and us/UMO including but not limited to:

  • 8.4.1

    third party loss (as the Universal Music Downloader is for personal non-commercial use only);

  • 8.4.2

    loss of income or revenue;

  • 8.4.3

    loss of business;

  • 8.4.4

    loss of profits or contracts;

  • 8.4.5

    loss of anticipated savings;

  • 8.4.6

    loss of, damage to or corruption of data;

  • 8.4.7

    loss of opportunity or goodwill;

  • 8.4.8

    indirect or consequential loss of any kind; however arising and whether caused by tort (including negligence), breach of contract or otherwise.

• 8.5

  These terms set out the full extent of our/UMO's obligations and liabilities in respect of the supply and use of the Universal Music Downloader. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us/UMO except as specifically stated in these terms. Any condition, warranty, representation or other term concerning the supply of the Universal Music Downloader which might otherwise be implied into, or incorporated in, these terms, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.

• 8.6

  This section 8 does not exclude or limit in any way our or UMO's liability:

  • 8.6.1

    for death or personal injury caused by our/UMO's negligence;

  • 8.6.2

    for fraud or fraudulent misrepresentation;

  • 8.6.3

    for any deliberate breaches of these terms by us/UMO that would entitle you to terminate the contract between us/UMO relating to the download/use of the Universal Music Downloader; or

  • 8.6.4

    for any matter for which we/UMO cannot exclude, or limit our/UMO's liability under applicable law.

9. WRITTEN COMMUNICATION

Applicable laws require that some of the information or communications we/UMO send to you should be in writing. When using our site, you accept that communication with us/UMO will be mainly electronic. We/UMO will contact you by e-mail or provide you with information by posting notices on our site. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we/UMO provide to you electronically comply with any legal requirement that such communications be in writing.

10. NOTICES

All notices given by you to us or UMO in respect of the Universal Music Downloader must be given to Universal Music Direct Limited at 364-366 Kensington High Street, London, W14 8NS or support@universal-music.co.uk. We/UMO will give notice to you at either the e-mail or postal address you provide to us as part of your order process or your account registration. Notice will be deemed received and properly served immediately when posted on our site, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to, and received by, the specified e-mail address of the addressee.

11. TRANSFER OF RIGHTS AND OBLIGATIONS

Neither you nor we/UMO may transfer, assign, charge or otherwise dispose of the contract relating to the download/use of the Universal Music Downloader, or any rights or obligations arising under it, without the other's prior written consent. You agree however that we/UMO may sub-contract our/UMO's obligations provided that we/UMO remain responsible to you.

12. EVENTS OUTSIDE OUR/UMO'S CONTROL

• 12.1

  We/UMO will not be liable or responsible for any failure to perform, or delay in performance of, any of our/UMO's obligations under a contract relating to the download/use of the Universal Music Downloader that is caused by events outside our/UMO's reasonable control (Force Majeure Event).

• 12.2

  A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our/UMO's reasonable control and includes in particular (without limitation) strikes, lock-outs or other industrial action, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport, impossibility of the use of public or private telecommunications networks and/or the acts, decrees, legislation, regulations or restrictions of any government.

• 12.3

  Our/UMO's performance under any contract relating to the download/use of the Universal Music Downloader will be suspended for the period that the Force Majeure Event continues, and we/UMO will have an extension of time for performance the same as the duration of that period. We/UMO will use reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our/UMO's obligations may be performed despite the Force Majeure Event.

13. WAIVER

• 13.1

  If we/UMO fail, at any time during the term of the contract relating to the download/use of the Universal Music Downloader, to insist upon strict performance of any of your obligations under the contract or any of these terms, or if we/UMO fail to exercise any of the rights or remedies which we/UMO are entitled to under the contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

• 13.2

  A waiver by us/UMO of any default shall not constitute a waiver of any subsequent default.

• 13.3

  No waiver by us/UMO of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with section 9 above.

14. SEVERABILITY AND THIRD PARTY RIGHTS

• 14.1

  If any of these terms or any provisions of the contract relating to the download/use of the Universal Music Downloader are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term or provision will to that extent be removed from the remaining terms and provisions which will continue to be valid to the fullest extent permitted by law.

• 14.2

  A person who is not a party to these terms of sale has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these terms but this section does not affect a right or remedy of a third party which exists or is available apart from that Act.

15. ENTIRE AGREEMENT

We/UMO intend to rely upon these terms and any document expressly referred to in them in relation to the download/use of the Universal Music Downloader. If you are uncertain about your rights or think there is a mistake or that the terms are not complete and accurate or do not reflect any conversation with our customer services representatives, please contact us before downloading and/or using the Universal Music Downloader in order to discuss your query/concern as we/UMO only accept responsibility for statements made in writing. In that way, we/UMO can avoid any problems surrounding what we/UMO and you are expected to do in relation to the download/use of the Universal Music Downloader.

16. OUR RIGHT TO VARY THESE TERMS AND CONDITIONS

• 16.1

  We have the right to revise and amend these terms and conditions from time to time including to reflect changes affecting our business, changes in technology, changes in licensing arrangements, changes in relevant laws and regulatory requirements and changes in our site's capabilities.

• 16.2

  You will be subject to the policies and terms and conditions for use of the Download Manger in force at the time that you use and/or download the Universal Music Downloader from us/UMO, unless any change to those policies or these terms is required to be made by law or governmental authority.

17. LAW AND JURISDICTION

Contracts for the download/use of the Universal Music Downloader through our site and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with such (including non-contractual disputes or claims) shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.

18. QUESTIONS OR COMPLAINTS?

If you have any queries at all regarding the Universal Music Downloader, please do not hesitate to contact us via e-mail at support@universal-music.co.uk , via phone at 0845 070 2036 or via post at UMD Customer Services, Universal Music Direct Limited 364-366 Kensington High Street, London, W14 8NS and we will be more than happy to assist you.