Posted: 29th August 2023
Effective: 1st of September 2023. Updated to reflect additional features offered on the platform, and clarify rights required to store content on the platform.
1. DISCO User Agreement
(a) These terms and conditions form an agreement (“Agreement”) between S Wave International Corp and subsidiaries d/b/a DISCO (“we” or “us”) and you in relation to your use of the DISCO online content, storage, music separation and sharing service and associated DISCO websites, software, applications, services and documentation (together the “Services”).
(c) By accepting this Agreement and/or utilising the Services, you agree that:
- if you are using the Services for your own purposes, this Agreement forms a binding agreement between you and us;
- if you are using the Services on behalf of an organisation, you are agreeing on behalf of that organisation to be bound by this Agreement and you have the authority to bind the organisation to this Agreement;
- you must ensure that all of your personnel who access the Services comply with this Agreement.
(d) Do not use the Services if:
- you do not agree with the terms and conditions of this Agreement; or
- you do not have the authority (in your own capacity or on behalf of the organisation you represent) to enter into a binding agreement on the terms and conditions of this Agreement.
(e) We may from time to time notify you in writing of changes to this Agreement. If you do not agree to a change, you must contact us immediately through the Contact Us page https://help.disco.ac/contact. If you continue to use the Services following notification by us of a change to this Agreement, you will be deemed to have accepted the change and the relevant change will bind you.
2. Nature of the Services
(a) You may use the Services as follows by subscribing to one of our subscription packages (“Subscription”).
(b) The scope of your use of the Services will be determined by the terms and conditions of the Subscription you select.
(c) You must provide and are responsible for all costs of all equipment, software and mobile or internet connectivity required to access the Services.
(d) You must not:
- use any false information, including, a false identity to become a subscriber to the Services (“Subscriber”);
- register to become a Subscriber if we have previously cancelled your Subscription or banned you from using any of the Services; and/or
- change or attempt to change any other person’s Subscriber information.
(e) You must:
- provide accurate and complete information when registering to become a Subscriber;
- update all of your Subscriber details regularly;
- keep your login and password details confidential; and
- immediately notify us if you become aware of any unauthorised access to or use of your Subscription or the Services in breach of this Agreement.
- without limiting sub-paragraph 3 above, not share your login and password details with any person.
(f) You acknowledge that:
- you are responsible for all use of your log-in and password details whether authorised or not: and
- we may at any time cancel a username, login details or password with respect to your use of the Services at any time if we consider that such username, login details or password are offensive or infringe on any third party’s rights.
(g) You may contact us to vary your Subscription. For example, you may upgrade your monthly Subscription to an annual Subscription or increase the amount of storage or users, or you may downgrade your Subscription.
(h) If you vary your Subscription, we will apply pro-rated changes to the amounts payable by you in accordance with our policies from time to time.
(i) You acknowledge that we may implement processes that detect sharing of login and password details and that prevent multiple logins to the Service.
4. Use of the Services
(a) Subject at all times to the Services applicable functionality, the Services are intended to permit Subscribers to store, manage, modify and share content (as described in more detail at http://disco.ac. (b) Subject to the terms of this Agreement, we grant you a non-exclusive, revocable, limited licence to use the Services via the media and on the devices for which the Services were developed for the purposes for which the Services are intended.
(c) You must not:
- use the Services for any purpose other than the purposes contemplated by paragraph (a) above;
- engage in any illegal, unethical or immoral conduct using the Services;
- transfer, assign, rent, lend, resell or license your right to use the Services or any benefits associated with the Services to any person;
- engage in any activity through the use of the Services:
- to mine or collect information or data from the Services, users of the Services or information in transit to and from the Services;
- to bypass any of the Services’ features including any features designed to exclude robots, spiders or scraping applications;
- to manipulate, damage, interfere with or impair the functionality any of the Services or any other computer systems or networks (including, without limitation, by way of hacking, uploading of harmful code, using cheats, exploits, automation software, bots or similar software);
- that we consider to be in conflict with the spirit or intent of the Services;
- that is in breach of any applicable law or any third party’s rights;
- to disrupt, overburden or assist in such disruption or overburdening of any computer server or network (including, without limitation, those used to provide the Services);
- that is likely to harass, abuse, harm, threaten any person or group of persons (including, without limitation, any activity that degrades a person based on their religion, gender, age or sexuality) or incites or is likely to incite any such activity;
- that is misleading or deceptive or is intended to mislead or deceive any person;
- to alter, vary, modify or otherwise create any derivative works of any aspect of the Services;
- except as expressly permitted by applicable law, to reverse engineer or decompile any aspect of the Services;
- to avoid payment of any licence fees, charges or other amounts due to be paid by you under this Agreement;
- to store or communicate inappropriate content (including, without limitation, any content that infringes any person’s rights (including by way of defamation), is illegal, harassing or is in anyway objectionable);
- to access any of our services, systems or accounts that you are not authorised by this Agreement to use.
(d) You must:
- use the Services at all times in compliance with this Agreement and any reasonable directions given by us from time to time; and
- immediately report to us any conduct that you consider could be misuse of the Services through the Contact Us page https://help.disco.ac/contact.
5. Fees, Payment and Refunds
(a) You must pay us the relevant published fee for your Subscription in the currency specified on the date(s) the fee is due.
(b) Unless otherwise specified in relation to a Subscription or agreed by us all fees must be paid by direct debit from your credit card and a condition of ongoing access to the Services is that you complete and submit a direct debit authorisation form.
(c) If your credit card details for payment change you must promptly:
- notify us; and
- complete and submit to us a revised direct debit authorisation form.
(d) If you fail to make payment on time, we may cancel your Subscription and prevent you using the Services.
(e) If you:
- elect a 12 month Subscription and elect a payment option under which you pay in advance;
- cancel your Subscription in accordance with this Agreement, we will cancel your Subscription and refund to you the fees paid by you in advance less an amount equal to the fees applicable to your use of the Services up to the date you notified us. (f) If you cancel a monthly Subscription in accordance with this Agreement, you will not be entitled to any refund for amounts paid by you in advance.
(g) We may vary the amounts payable for Subscriptions from time to time by providing you with at least 30 days prior written notice. If you do not agree to a change, you must contact us immediately through the Contact Us page https://help.disco.ac/contact. If you do not contact us within 3 days of our notice or you continue to use the Services following notification by us of a change to the amounts payable by you, you will be deemed to have accepted the change and the relevant change will bind you.
(h) Unless otherwise expressly stated in relation to fees payable for your Subscription, all amounts payable by you for your Subscription are exclusive of any applicable sales, goods and services, value added or similar taxes. If such taxes are applicable to your use of your Subscription, we will charge you the applicable tax and you must pay it in addition to the fees for your Subscription. Payment of all taxes in accordance with this provision must occur at the same time as you pay your fee for your Subscription.
6. Termination and Suspension
(a) We may with immediate effect terminate, suspend, limit, delete or modify your access to the Services if we in our sole discretion consider that:
- you have or may have breached or are likely to breach this Agreement;
- you have or may have engaged or are likely to engage in any activity that is likely to have an adverse impact on any person (including without limitation, any user of the Services), us or our related companies or the Service;
- you have or may have infringed or are likely to infringe any third party’s intellectual property or other rights (including by way of defamation); and/or
- you have or may have engaged in or are likely to engage in activities which could give rise to our liability or which we consider to be inconsistent with our philosophy in relation to the Services.
(b) Without limiting paragraph (a) above, we may with immediate effect terminate your access to the Services if you fail to make any payment due to us under this Agreement by the applicable due date.
(c) You may terminate your Subscription at any time by contacting us https://help.disco.ac/contact. If you terminate your Subscription as contemplated by this paragraph, except as set out in paragraph 7 above or as otherwise agreed by us in writing, we have no liability to refund to you any fees paid by you prior to the date of termination.
7. Intellectual Property and Content
(a) Subject to paragraph (d) below, all intellectual property rights in and to the Services (including all virtual items, software, files, concepts and content) vest in us or our licensors.
(b) Subject to paragraph (d) below, you acknowledge that you have no right title or interest in or to any aspect of the Services.
(c) Unless the Services specifically permit it, you must not download, reproduce or communicate to any third party any content or materials included in the Services.
(d) You represent and warrant to us that you own or have all rights required to exploit (including, without limitation, through embedding in third party websites) all intellectual property rights in and to any communications, images, sounds, recordings, copyright works or other material and data stored or communicated by you through the Services (together “Your Content”).
(e) You hereby grant us a non-exclusive, irrevocable, perpetual, royalty and fee free licence (including the right to sub-license) to reproduce, adapt, modify, communicate, exploit (in any manner and including, without limitation, through embedding in third party websites) and use Your Content in connection with:
- the provision of the Services;
- as required by law;
- to respond to an emergency; or
- to prevent the commission of a crime or injury or death to any person.
(f) You acknowledge that if you have shared Your Content with a third party using the Services, we have no obligation to remove Your Content from that third party’s systems or accounts (including without limitation, any accounts they have may using the Services) and that any usage by the third party of Your Content is subject to any licence arrangements you have with that third party.
(g) To the maximum extent permitted by applicable law, you hereby irrevocably waive your moral rights (if any) in and to Your Content and will ensure that any other persons who may hold moral rights in the Content also do so. To the extent that applicable law does not permit the waiver of moral rights, you hereby consent (and will ensure that any other such persons consent) to us and our licensees and contractors undertaking all necessary alterations to Your Content and/or failing to attribute Your Content to you as is necessary for the operation of the Services.
(h) You warrant and represent that:
- you have the right to use Your Content in connection with the Services;
- to the extent that it is relevant, you have obtained appropriate consents and releases from the creator of Your Content (including, if the creator is a child, obtaining consents and releases from the parent or guardian of the child);
- your use and/or our use of Your Content in as contemplated by this Agreement will not:
- breach any applicable laws or regulations;
- infringe any third party’s intellectual property or other rights (including by way of defamation);
- Your Content is accurate and not misleading or deceptive;
- Your Content is free from viruses or any form of harmful or malicious code;
(i) You acknowledge that:
- all communications and transactions between you and other parties using the Services are between you and those parties only and we are not party to such communications or transactions;
- you are solely responsible at all times for:
- the nature and accuracy of Your Content;
- ensuring that Your Content complies at all times with this Agreement and all applicable laws;
- resolving any disputes relating to Your Content;
- maintaining adequate security, protection and back-up of Your Content;
- you must immediately notify us if you become aware of any unauthorised access to or use of Your Content;
- to the maximum extent permitted by law, you hereby irrevocably waive any claim you may have against us in relation to any claim arising from the deletion, modification, loss of or damage to any of Your Content;
- if the Services provide you with access to third party content (such as websites, data, software, applications and/or directories) or goods and services (together “Third Party Content”):
- we are not responsible for such Third Party Content and have no liability to you in relation to such Third Party Content;
- you are entirely responsible for any fees or obligations you incur with respect to such Third Party Content;
- we make no warranties or representations in respect of, and do not sponsor or endorse, such third parties or such Third Party Content;
- to the maximum extent permitted by law, you hereby irrevocably waive any claim you may have against us in relation to such Third Party Content;
- we have no obligation to monitor any content posted or distributed by users of the Services;
- if we do monitor user content uploaded via the Services or your communications using the Services:
- you hereby irrevocably consent to such monitoring; and
- we reserve the right in its sole discretion to delete, edit or refuse to distribute(including, without limitation, by removing your ability to embed content in third party websites) any content for any reason; and
- to the maximum extent permitted by applicable law, we have no liability whatsoever with respect to any content uploaded, stored or communicated via the Services.
8. Copyright Complaints
(a) We respect the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify us of your infringement claim in accordance with the procedure set forth below (such notification document, the “Notice”).
We will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to our Copyright Agent at email@example.com (Subject line: “DMCA Takedown Request”). You may also contact us by mail at:
2/45 Victoria Avenue, Albert Park, Victoria, Australia, 3206
To be effective, the notification must be in writing and contain the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- a description of where the material that you claim is infringing is located on the Services, with enough detail that we may find it on the Services;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
- a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
(b) Counter-Notice: If you believe Your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in Your Content, you may send a written counter-notice containing the following information to our Copyright Agent:
- your physical or electronic signature;
- identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
- a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
- your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the courts of Victoria, Australia and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by our Copyright Agent, we will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
(c) Repeat Infringer Policy: In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at Company's sole discretion, users who are deemed to be repeat infringers. We may also at its sole discretion limit access to the Services and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
9. Access and Disclosures
(a) We may access and monitor for the purposes of providing the Services any content, information and/or data contained in Your Content, your communications with other users of the Services and any other materials provided by you via the Services. We may disclose such content, information and/or data:
- if we consider it is required to make such disclosure by applicable law (including in respect of legal proceedings);
- if we consider that the Services are being used to commit a crime or infringe a party’s rights;
- for the purposes of taking steps against fraud;
- in the case of an emergency that poses or may pose a threat to property or to any person or child’s health or wellbeing;
- to protect our rights; and/or
- to limit our liability.
10. LIMITATION OF LIABILITY AND INDEMNITY
(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
- WE MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER TO YOU;
- WE HEREBY EXCLUDE ALL REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS WHETHER EXPRESS OR IMPLIED (AND INCLUDING WITHOUT LIMITATION, THOSE IMPLIED BY STATUTE, CUSTOM, LAW OR OTHERWISE);
- OUR CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS MADE BY YOU UNDER OR IN RELATION TO THIS AGREEMENT, OR YOUR USE OF THE SERVICES WILL NOT EXCEED IN AGGREGATE THE AMOUNT ACTUALLY RECEIVED BY US IN RESPECT OF YOUR USE OF THE SERVICES IN THE PERIOD 12 MONTHS PRECEDING THE DATE THE FIRST CLAIM FIRST AROSE;
- WE WILL NOT BE LIABLE TO YOU IN RESPECT OF ANY CLAIM FOR ANY LOSS OF PROFIT, DATA, GOODWILL OR BUSINESS, FOR INTERRUPTION TO BUSINESS, FOR ANY FAILURE TO REALISE ANTICIPATED SAVINGS OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL PUNITIVE OR INCIDENTAL DAMAGES.
(b) CERTAIN LEGISLATION MAY IMPLY WARRANTIES OR CONDITIONS OR IMPOSE OBLIGATIONS WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED EXCEPT TO A LIMITED EXTENT. THIS AGREEMENT MUST BE READ SUBJECT TO THOSE STATUTORY PROVISIONS. IF THOSE STATUTORY PROVISIONS APPLY, TO THE EXTENT TO WHICH WE ARE ENTITLED TO DO SO, WE LIMIT OUR LIABILITY IN RESPECT OF ANY CLAIM TO, AT OUR OPTION:
- IN RELATION TO SERVICES: (A) THE SUPPLY OF THE SERVICES AGAIN; (B) THE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN; AND
- IN RELATION TO GOODS: (A) THE REPLACEMENT OF THE GOODS OR THE SUPPLY OR EQUIVALENT GOODS; (B) THE REPAIR OF THE GOODS; (C) THE PAYMENT OF THE COST OF REPLACING THE GOODS OR ACQUIRING EQUIVALENT GOODS; OR (D) THE PAYMENT OF HAVING THE GOODS REPAIRED.
(c) YOU INDEMNIFY AND MUST KEEP INDEMNIFIED, US, OUR RELATED COMPANIES, THEIR DIRECTORS, OFFICERS AND EMPLOYEES (TOGETHER “THOSE INDEMNIFIED”) AGAINST ANY CLAIMS, LOSSES, LIABILITY, COSTS (INCLUDING LEGAL FEES AND EXPENSES) INCURRED BY THOSE INDEMNIFIED ARISING OUT OF OR RELATED TO ANY BREACH BY YOU OF ANY PROVISION OF THIS AGREEMENT OR THE RULES OR ANY IMPROPER USE BY YOU OF THE SERVICES.
(a) We may assign the benefit of this Agreement to any person without your consent. You may only assign this Agreement or a right under them with our prior written consent that may be withheld or granted in our absolute discretion.
(b) This Agreement constitutes the entire agreement between the parties in connection with their subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.
(c) If the whole or any part of a provision of this Agreement is invalid or unenforceable in a jurisdiction it must, if possible, be read down for the purposes of that jurisdiction so as to be valid and enforceable. If however, the whole or any part of a provision of this Agreement is not capable of being read down, it is severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of that provision in any other jurisdiction.
(d) A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise by a party of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.
(e) This Agreement does not create a relationship of employment, trust, agency or partnership between the parties.
(f) The provisions of paragraphs 7, 8 and 9 will survive termination or expiry of this Agreement and will continue to bind the parties.
(g) YOU IRREVOCABLY WAIVE YOUR RIGHT TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF TO RESTRAIN THE OPERATION OF ANY ELEMENT OF THE SERVICES AND YOU AGREE TO LIMIT YOUR CLAIMS AGAINST US TO CLAIMS FOR MONETARY DAMAGES.
(h) We will have no liability to you for a failure by us to perform our obligations to you or provide the Services due to any causes outside of our reasonable control including acts of God, war, acts of terrorism, riots, fire, change in laws or failure of infrastructure.
(i) This Agreement will be governed by and construed in accordance with the law for the time being in force in Victoria, Australia and the parties submit to the exclusive jurisdiction of the courts of Victoria, Australia in relation to all matters arising from this Agreement or use of the Services.