- POSmusic Pty Ltd (ABN 88 616 975 627) (POSmusic, us, our) has developed the “POSmusic Platform”, (the Platform), and provides the PROplayer device (Hardware) and related services to you under the Subway® Radio Program.
- You agree that by receiving delivery of the Hardware, you have entered into an agreement with Independent Purchasing Company (Australasia) Limited (IPCA) in respect of the Subway® Radio Program are bound by that agreement.
Licence and restrictions
- You must not:
- use the Platform for any purpose or in any manner other than accessed through the Hardware using the instructions provided and as otherwise consistent with the licences you will obtain under clause 7. The Platform is not to be used otherwise under any circumstances. You agree to indemnify POSmusic and IPCA for any use of the Platform and its content outside of the purposes permitted;
- use the Platform in any way that could damage the reputation of POSmusic or the goodwill or other rights associated with the Platform;
- remove, alter, obscure or cover up any of the trade marks, copyright or proprietary notices placed on the Platform, Hardware or any documents supplied to you by or on behalf of POSmusic
- permit any third party outside of the users registered on the Platform to use the Platform;
- except to the extent that applicable laws, including the Copyright Act 1968 (Cth), prevent us restraining you from doing so:
- reproduce, make error corrections to, de-compile, disassemble or otherwise reverse engineer the Platform or create any derivative works based upon the Platform or permit any third party to do so;
- You must:
- comply with all reasonable directions, instructions, specifications, policies and documentation that POSmusic may notify or provide in relation to the use, delivery and development of the Platform and the Hardware from time to time;
- notify POSmusic immediately on becoming aware of any unauthorised acts as detailed in clause 5.
Requirement to obtain public performance licences
- You are required to pay the licensing fees and tariffs and continually comply with the licence terms relating to the public performance of the content accessed through the Platform (which terms may be updated from time to time), including:
- the collection of all relevant licensing fees and tariffs for payment directly to PPCA and APRA|AMCOS and ONEMUSIC and ONEMUSICNZ;
- the payment of all relevant licensing fees and tariffs direct to PPCA and APRA|AMCOS and ONEMUSIC and ONEMUSICNZ;
- PPCA Licensing agreements: http://www.ppca.com.au/; and
- APRA|AMCOS licensing agreements: http://apraamcos.com.au/music-customers/, and
- ONEMUSIC licensing agreements: https://www.onemusicnz.com/licence-info/which-licence/,
(as applicable to the territory in which your premises are situated (Australia or New Zealand).
- In order to access the Platform and use the Hardware, as a minimum you must have:
- an available general power outlet;
- internet and Wi-Fi connectivity; and
- a 30Wamplifier and 15W speakers or equivalent.
- You acknowledge and agrees that it is your responsibility to obtain and maintain at your cost all other necessary hardware, software, IT equipment and Internet connectivity required to access and use the Platform.
- POSmusic will not be responsible for any interruptions to the service in connection a failure of your internet connection, electricity or power supplies or anything else that is out of POSmusic’s control.
- POSmusic will provide you (the subscriber) and each individual user registered to your account with an on-line account enabling you to manage the content and scheduling music and registered users to ‘like’ and ‘dislike’ songs in real-time from another device when connected properly. You are responsible for the security of these on-line accounts and must protect the login details associated with those accounts.
- You acknowledge and agree that:
- all intellectual property rights (including all copyright, patents, trade marks, design rights trade secrets, domain names, know how any other rights of a similar nature, whether registrable or not and whether registered or not) (Intellectual Property Rights) and other proprietary rights in the Platform, and any modifications, updates or new releases of the Platform, and the source code of the Platform are owned or licensed exclusively by POSmusic;
- POSmusic may in its absolute discretion deal with the Platform (including all Intellectual Property Rights) as the exclusive owner or licensee;
- there is no transfer of title or ownership to you of the Platform or any modifications, updates or new releases of the Platform or the source code of the Platform; and
- if you learn that a third party is infringing the Intellectual Property Rights in the Platform, you will promptly notify POSmusic in writing.
- You warrant that in using the Platform, you will:
- act at all times to protect the value in the Platform and ensure that the Intellectual Property Rights and other proprietary rights in the Platform are not infringed in any way; and
- comply with the directions of POSmusic in relation to the use of the Platform.
- In consideration of the payment of the licence fees by IPCA on your behalf:
- POSmusic agrees to lease to you for the Term, the Hardware for each of your nominated Stores.
- You agree to take proper care of the Hardware, in accordance with the manufacturer’s instructions and maintain the Hardware in the same state as its condition at the time the Hardware is installed (normal wear and tear excepted).
- You acknowledge that:
- the Hardware is at your risk while in the possession or control of you or your personnel (including from the time it is delivered to your store and where you arrange delivery of the Hardware to TechNet or IPCA or POSmusic as applicable).
- if the Hardware is lost or damage due to your fault or whilst the Hardware is at your risk, you may be liable to pay a replacement cost under the terms of your agreement with IPCA.
- You acknowledge that the Platform and any documentation provided to you by POSmusic are commercially valuable assets which contain Intellectual Property Rights and confidential information (including the Platform, the outputs produced by the Platform, all information provided by POSmusic about the Platform) (Confidential Information).
- You agree to protect and not to disclose the Confidential Information unless it:
- was in your possession prior to receipt from POSmusic; or
- is required to be disclosed to the Licensee’s authorised agents or by law.
- in a manner capable of remedy, and do not remedy that breach within 14 days of being requested by POSmusic in writing to do so; or
- where that breach is not capable of remedy, such as where you use the Platform or any of its content outside of the permitted purposes.
- the Licence granted to you will automatically terminate and POSmusic may prevent you from accessing the Platform (including by deactivating all and/or any part of the Platform and/or changing any access codes);
- you will be instructed to return the Hardware to IPCA, TechNet or POSmusic as appropriate within 14 days of termination and in good working order; and