Terms and Conditions for RemoteDJ trial
14 DAY TRIAL SUBSCRIPTION AGREEMENT
1. Definitions
The following words and phrases shall have the following specific meanings:
“Composition(s)” shall mean the musical works (whether with or without lyrics) performances of which are embodied in the Recordings.
“Play list” shall mean a compilation of sound recordings of performances of musical works which shall be compiled by Open Ear.
“Recording(s)” shall mean the sound recording(s) of performances of musical works comprising the Play lists.
“Serviced Locations” shall mean Client’s location(s) as listed in the Schedule attached.
“Subscription Period” shall mean the period commencing on the date hereof and continuing for the period of 14 days.
“Subscription Service” shall mean the delivery to Client of a new Playlist by means of streaming technology everyday and the provision of online and telephone technical support
“Client’s Premises” shall mean Client’s subscribed premises
“Territory” shall mean UK
“Website” shall mean www.openearmusic.com
2. Services
2.1 During the Subscription Period Open Ear shall provide the Subscription Service.
2.2 Open Ear hereby licenses to Client for the duration of the Subscription Period the right to perform each Playlist publicly in the Serviced Premises. All other rights in the Playlist and the Recordings are expressly reserved.
3. Charges
3.1 No fee will be required until after the 14 day trial has expired.
4. Warranties and Indemnity
4.1 Open Ear represents warrants and undertakes that:
4.1.1 Open Ear is and will remain during the Subscription Period entitled throughout the Territory to license the rights hereby licensed to Client;
4.1.2 Open Ear has the full right and authority to enter into this Agreement;
4.1.3 Open Ear has obtained all necessary consents of the owners of the copyright in the Recordings.
4.1.4 Client shall not be required to make payments of any sort in respect of the services provided hereunder and the exploitation of the rights licensed hereunder other than payment of the Consultancy Fee and the Subscription Fee save that Client shall be responsible for securing public performance licences in respect of the Recordings and the musical works which are performed on the Recordings and for the payment of royalties in respect of same.
4.2 Client represents warrants and undertakes that Client shall not make any use of the Recordings other than as specifically licensed under this Agreement. Without limitation to the generality of the foregoing Client shall not make any recording or other copy of the Recordings or use the stream of the Playlist or any of the Recordings in any location other than the Serviced Premises.
4.3 Each party shall indemnify and hold the other harmless from any and all claims, liabilities, costs, losses, damages or expenses, including reasonable outside solicitors fees, incurred by the other and arising from a breach or alleged breach by the indemnifying party of the warranties representations or undertakings given by the indemnifying party in this Agreement.
5. Notices
All notices to either party shall be made in writing and shall be delivered personally, or sent by certified mail or prepaid postage with return receipt requested to the other party’s address first above written or such other address notified by either party in accordance with this procedure. All notices to Open Ear shall be marked for the attention of Head of Legal & Business Affairs and a courtesy copy of every notice which is required to be given to Open Ear hereunder shall be addressed to Murray Buchanan & Co, 176 St Vincent Street, Glasgow G2 5SG or such other address as shall be notified by Open Ear in accordance with the above procedure.
6. Assignment
6.1 Open Ear shall be entitled but not obliged to assign the whole or a part of this Agreement to a third party.
6.2 Client shall not be entitled to assign this Agreement to a third party other than to any parent affiliate or subsidiary corporation or to any person firm or corporation that purchases all or substantially all of its assets or merges with Client.
8. Jurisdiction
The validity construction interpretation and effect of this Agreement and any or all modifications hereof shall be exclusively governed by the Laws of Scotland and any legal proceedings that may arise out of it shall be brought in the Scottish courts.