Terms & Conditions
Terms & Conditions
The terms and conditions of this Service Agreement governs the relationship between AUDIOWAV MEDIA INC. (AWMI) and CUSTOMER with respect to the provisioning of the products/services by AWMI.
NOW, THEREFORE, for and in consideration of the foregoing premises, AWMI and CUSTOMER hereto agree as follows:
DEFINITION OF TERMS:
- audioWAV – AWMI proprietary application/software that provides music streaming service with branded station IDs and messaging for business.
- “Confidential Information” shall mean any information, in whatever form, which is made known from one Party to another concerning the businesses and affairs of the Parties that is not generally available to the public or of which the Party receiving such information obtained the same directly through or as a result of discussions between the Parties via its officers, employees, representatives or consultants, access to the premises of the Parties, as the case may be, or access to any documents owned or in the possession of the Parties, as the case may be; Provided that, the contents or existence of discussions or negotiations related to this Agreement, as well as this Agreement, and the fact that Confidential Information has been disclosed or shall be disclosed, shall also constitute as Confidential Information.
SERVICES: During the term of this agreement, AWMI shall provide to CUSTOMER at the corresponding locations (the “Locations”) the following services/products:
- MUSIC PROGRAM: The music program shall be based on the content solely chosen by the CUSTOMER as selected, compiled, formatted and revised, as the case may be, by AWMI in accordance with the instructions of the CUSTOMER; Provided that, AWMI shall gear programs toward a particular demographic and what the target audience typically engages in at that time according to the specifications of the CUSTOMER; Provided that, for the avoidance of doubt, the final selection of the music program shall be the responsibility of the CUSTOMER.
- UPDATING: AWMI shall update the music and messaging programming once a month to add and/or remove music to/from the audioWAV app in order to keep the music and messaging program of CUSTOMER current and appropriate to the needs of the CUSTOMER, as may be specified by the CUSTOMER.
- Mode of updating: On-line/Streaming
- MUSIC RIGHTS AND LICENSING: Unless otherwise agreed in writing, the CUSTOMER shall be responsible for any and all fees imposed and levied for and in connection with music performance rights to the Filipino Society of Composers, Authors, and Publishers Inc. (FILSCAP). AWMI shall on a best effort basis negotiate with said organization for the best rate on behalf of the CUSTOMER. This is co-terminus with this Agreement.
- CUSTOMER CARE, TECHNICAL, AND IT SUPPORT: AWMI shall provide to CUSTOMER appropriate instructions and guidelines for the proper, effective, and safe use of the audioWAV app. Customer Care telephone numbers are provided in AWMI website and online shop.
- CUSTOMER undertakes to provide an android mobile device, at its sole expense, for exclusive use in downloading audioWAV application.
- CUSTOMER warrants that the sound systems of its locations listed shall be in good operational condition in order to ensure that the provision of services under this Agreement shall continue during the effectivity of this Agreement.
CHARGES AND BILLING:
- Uponapproval by AWMI of this application, the Customer shall pay AWMI with one (1) month advance service fee, which is nonrefundable.
- AWMI shallprovide the Customer with a Statement of Account for the applicable billing period covering the charges due from the Customer for the use of the Service. The initial billing shall start from the service commencement or activation date. The Customer shall be deemed to have accepted the correctness of the Statement of Account unless written objection is received by AWMI within five (5) days from receipt thereof or on or before the due date indicated therein, whichever is earlier.
- Withoutneed of further demand, the Customer shall pay the amount due AWMI on or before the bill due date specified therein from receipt of AWMI’S Statement of Account.
EFFECTIVITY AND TERMINATION:
- TheService shall be in effect for the Contract Term of one (1) year and shall automatically renewed for successive period of one (1) year from the expiration thereof, unless the Customer sends a written advice to AWMI terminating the Service at least thirty (30) days prior to the expiration of the initial period or the period covering the renewed term.
- AWMI, bygiving at least five (5) days’ notice, may suspend or permanently terminate the service:
− Due to Customer’s non-payment of charges on due date, whether on one or more accounts;
− Customer no longer has the financial capability to fulfill its obligations under these terms and conditions
- ServiceReconnection shall be facilitated by AWMI upon confirmation of full payment for the unpaid monthly charges and shall be subject to such terms and conditions as may be imposed by AWMI.
- Intellectual Property Rights means all patents, unpatented inventions, registered and unregistered design and design rights, copyrights (including rights in computer software), database rights, topography rights, domain names, trademarks, rights in trade dress and get up, rights in good will or to sue for passing off, service marks, trade names, logos, rights in trade secrets, know-how (including applications or the right to apply for all of the foregoing) and all other intellectual property rights of any nature whatsoever and all rights of a similar nature having similar effect throughout the world whether registered or unregistered and whether now existing or in the future created;
- AWMI shall retain absolute ownership over the Intellectual Property Rights over the digital platform. AWMI shall have absolute ownership over all intellectual property rights (i.e. digital rights) for the Services it has created and developed (i.e. customized program). The right of the CUSTOMER to exploit the Intellectual Property Rights for the Services shall only be valid for the term provided for in this Agreement.
- Each Party shall promptly notify the other in writing of any alleged or threatened infringement of any Intellectual Property Rights. AWMI shall have the right (pursuant to its sole discretion) to direct, take, bring and control any action or proceeding in its own name, with respect to infringement.
ENTIRE AGREEMENT: The terms and conditions of this Agreement represents the entire understanding by and between the Parties and supersede all prior written and oral agreements and representations and will commence on the date of AMWI’s acceptance of CUSTOMER’s signed application and continue for the agreed lock-in period of 12 months unless earlier terminated.
Subscriber hereby acknowledges that he/she has read and understood the terms and conditions herein stated and that he/she voluntarily entered into this Agreement with full knowledge and consent of everything that this Agreement contains.