Terms and Conditions
Express Melody ("Provider") provides Express services ("Services") to customers to enable customers to play music in respect of which the necessary music license rights have been cleared by the provider. The terms and conditions set out below ("Agreement") govern your use of the Services and supplements the duly completed subscription form ("Subscription Form"). In this Agreement, the expression "Customer" shall refer to you as a recipient of the Services. Provider may amend this Agreement at any time by posting such amendments at the website through which customers may subscribe for the Services. Continued use of the Services by Customers after shall constitute acceptances of such amendments. Provider may change, suspend, remove or disable access to content or other materials available through the Services at any time without prior notice. Provider may also impose limited on the use of or access to certain features or portions of the service in any case without prior notice.
- Subject to Customer's payment of the Fees (as defined below) and compliance with the terms and conditions of this Agreement, provider shall provide Customer with the Services for the duration as set forth in the Subscription Form ("Term").
- Customers shall use the Services only within the premises specified on the Subscription Form ("Service Address"). Fees are dependent on the type of business carried out and the total floor area used for the business by Customers. Customers shall promptly notify Provider of any change in the type of business and the total floor area, and Provider will notify Customer of any change to the Fees. Customer shall use the Services as directed by Provider and shall not attempt to copy or download any music file that is being made available to Customer through the Services.
- The Services allow Customer to customize up to three (3) playlists with a maximum of fifty (50) titles each or select playlist pre-defined by Provider. Provider reserves the right to vary or modify the ambit and scope of the playlist in accordance with Provider's prevailing policy
- In order to enable Customer to receive the Services, Provider may provide certain audio and computing equipment ("Equipment") to Customer whether by way of sale, loan, lease or other means. The provision of the Equipment to Customer shall be subject at all times to Provider's then prevailing terms, which may vary between customers, depending on the service type selected by Customer. Customer shall use the Equipment solely in conjunction with the receipt of Services and in accordance with the directions issued by Provider. Customer shall not in any way howsoever tamper, modify or reverse engineer the Equipment.
- As part of the Services, Provider will provide Customer with onsite assistance at the Service Address to set up the Equipment. Such assistance shall be subject to Provider's availability and shall only he provided during Provider's business hours. Customer's acknowledgment of the delivery and installation of the Equipment shall he deemed acceptance that the Equipment has been satisfactorily installed and is in good workable condition
- Customer shall promptly notify Provider of any changes in the information which it has provided in the Subscription Form. In continuing to use the Services, Customer represents and warrants that the information which it has submitted in the Subscription Form is true and accurate to the best of its knowledge. Customers acknowledge that Customer's use of the Services shall be subject at all times to any applicable intellectual property law in force and Customer warrants that it shall at all times comply with any such applicable intellectual property law.
- Customers may not assign the right to use the Services (or any part thereof) to any third party.
- Security Deposit
- Unless Provider specifies otherwise, Customer shall upon submission of the Subscription Form furnish Provider with a refundable deposit equivalent to the sum of one month's Subscription Fee for the entire Term. Provider shall return the deposit to Customer only upon (a) the expiration of the Term or (b) Customer's return of the requisite Equipment (if applicable); whichever is later.
- Provider shall be entitled to utilize the security deposit to make good any damage to the Equipment, to satisfy any amount due to Provider under this Agreement and/or as compensation for any damage or loss that Provider may suffer as a result of Customer's breach of this Agreement.
- Fees and Payment
- In consideration Of Provider's provision of the Services, Customer shall pay provider the following fees ("Fees"): (a) a one time, non-refundable, set-up fee ("Set-Up Fee") as set out in the Subscription Form for setting up the Equipment at the Service Address pursuant to clause 1.5; and (b) a subscription fee ("Subscription Fee") as set up in the Subscription Form to be paid in advance for the entire duration of the Term.
- Customer acknowledges that it is solely responsible for the timely payment of all Fees and for providing Provider with the requisite information for payment of the Fees. Customer acknowledges that its failure to pay the Fees on time shall entitle Provider to withhold the provision of the Services. Customer further acknowledges that Provider reserves the right at all times to revise the fees by providing Customer with written notice. All invoices from Provider shall be transmitted electronically to the email address specified in the Subscription Form. For the avoidance of doubt, no physical copies of invoices will be issued to Customer.
- Provider reserves Me right, at its sole and absolute discretion, to: (a) terminate the provision of the Services for no cause, without
liability to the Customer, save for the refund of the Security deposit in accordance with Clause 2.1, and the refund of the Subscription
Fee paid for any unutilised part of the Term; and (b) immediately terminate the provision of the Services if Customer fails or if Provider
suspects that Customer has failed to comply with the terms and conditions of this Agreement.
- Customer shall be entitled to terminate the Services without cause before the expiration of the Term by providing Provider with notice
in writing. Customer acknowledges that Provider has committed significant resources to ensure that the Services are available to
Customer in accordance with the terms and conditions of this Agreement for the duration of the Term. Consequently, there shall be no
refund of any Fee due to Customer's termination of the Services pursuant to this clause 4.2.
- Upon termination of the Services in accordance with this clause 4, Provider shall cease the provision of Services to Customer and
Customer shall: (a) remain liable her all amounts due to Provider under this Agreement up to and including the date of termination; and
(b) return all Equipment to Provider unless Equipment has been sold to Customer or unless directed otherwise by Provider.
- Intellectual Property
- Customer agrees that the Services including but not limited to the graphics, user interface, software, scripts and content contains proprietary information and material that is owned by Provider and/or its licensors and is protected by applicable intellectual property and other laws including but not limited to copyright. Customer shall not use such proprietary information or materials in any way whatsoever except for in use of the Services in compliance with this Advisement. No portion of the Services may be reproduced in any form or by any means except as expressly permitted in this Agreement. Customer agrees not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Services and content in any manner and shall not exploit the Services in any unauthorized way whatsoever.
- All copyright in and to the Services including but not limited to the graphics, user interface, software, scripts and content are owned by Provider and/or its licensors who reserve all their rights in law and equity. Customer further acknowledges that the entire right, title and interest including but not limited to intellectual property rights in and to Provider's trade marks, names and logos belong to Provider and/or its licensors. For the avoidance of doubt, Customer is not granted any right or license with nespect to any of the aforesaid marks, names and logos.
- Confidential Information
- Customer agrees that the technological specifications, documents, manuals features and procedures of the Services and Equipment and all information clearly identified by Provider as confidential constitutes Provider's "Confidential Information". Customer shall not disclose or use the Confidential Information unless specifically authorised by Provider to do so either under this Agreement or otherwise. Customer's obligation under this clause shall survive the termination of this Agreement.
- Warranties and Disclaimers
- Provider warrants that it will provide the Services using all reasonable skill and care in accordance with the terms and conditions of this Agreement. Provider does not guarantee, represent or warrant that Customer's use of the Services and/or Equipment will the uninterrupted or error-free. Provider does not and cannot the network on which the Services operates or the flow of data to or from its network. Such flow depends largely on the performance of services provided or controlled by third parties. At times, actions or omissions of such third parties can impair or disrupt connections and/or corrupt any data being transmitted through the network. Provider, however, will use all commercially reasonable efforts to avoid such events.
- Customer acknowledges that its use of or inability to use the Services is at Customer's sole risk. The Services and all Equipment and content available to you through the Services are provided "As Is" and "As Available" for Customer's use, without warranties of any kind, either express or implied, including all implied warranties of merchantability, fitness for a particular purpose and tittle.
- Limitation of Liability
- To the extend permitted by law, Provider will not be liable to Customer for any indirect, special, incidental, or consequential damages or lost profits sustained or incurred in connection with this Agreement or Services provided hereunder, regardless of the form of action or legal or equitable theory (including but not limited to negligence) and whether or not such damages are foreseeable. Provider's liability for damages hereunder to Customer and any other party (including but not limited to damages caused by negligence) shall be limited to direct loss and monetary damages and the aggregate amount for all claims will in no event exceed the Subscription Fee paid by Customer in the twelve month period preceding the date of Customer's claim save that nothing in this Agreement shall operate to exclude or restrict liability for death or personal injury.
- Rights of Third Parties
- A person who is not a party to this Agreement has no right to benefit under or to enforce any term of this Agreement under the Contracts (Rights of Third Parties) Act (Cap 53B) or otherwise.
- Force Majeure
- If either party is prevented from performing any portion of the Agreement by causes beyond its content, including without limitation, labour disputes, civil commotion, war, governmental regulations or controls, casualty, inability to obtain services or acts of God, such defaulting party will be excused from performance (except for payment obligations) for the period of the delay and for a reasonable time thereafter.
- Entire Agreement
- Terms herein constitutes One entire agreement between the parties and supersedes all prior and/or contemporaneous oral or written
agreements with respect to the Services. Neither party has relied on any representations, written or oral, future clarifications, side
arrangements or any other terms not contained herein when entering into this Agreement.
- Governing Law
- This Agreement is governed by both the substantive and procedural laws of the Republic of Singapore.