Terms & Conditions
BIZZAUDIO MUSIC SERVICE – GENERAL TERMS OF SALE
Purpose
- These General Terms of Sale (the “General Terms”) govern the terms and conditions by which the Client (the « Client » or « You » or « Your ») of Bizzaudio a trading name of Hoi Polloi Ventures Ltd, a Company registered in England and Wales, Company number 07459513 whose registered office is located at 32 Twyford Avenue, London W3 9QB and with the VAT authorities under number 327432413 (« Bizzaudio »), uses the Bizzaudio Music service (the « Service » or « Services ») set up by Bizzaudio and through which the Client obtains, through the purchase of a subscription, the right to use software such as mobile apps and other music player software, and musical works and related material (album covers, metadata etc) (the Works » or « Music Works ») provided by the Bizzaudio’s Music providers (the « Artists ») and available in the Service. By subscribing to the Service and by accepting these General Terms at the time of the purchase, You agree to be bound by all the provisions These General Terms comprise the « Agreement ».
- If You are accepting this Agreement on behalf of Your employer or another entity identifiedin the Client Account, You represent and warrant that You have full authority to bind Youremployer or such entity to the If You do not have such authority or You do not agree with this Agreement, please do not accept this Agreement and do not subscribe to the Service
3. Scope of the license
- All rights in the Works, including, without limitation, all copyrights, related rights and other intellectual property rights which are not explicitly granted under these General Terms, are retained by Bizzaudio or the Artists.
Grant of license under the Agreement
- By purchasing a Bizzaudio subscription, Bizzaudio hereby grants You a license which is non-exclusive, non-transferable, non-sub-licensable, limited to the duration of Your Subscription, and enabling You to use playlists of curated Music Works available in the Service
- This license further authorizes You to perform (play, broadcast) the Music Works in the Playlists on Bizzaudio Player software or Applications for the purpose of broadcasting the Music Works Selection in Your business Premises specified in Your subscription also known as background or overhead music.
- If you subscribe to a Bizzaudio Annual Plan Your Subscription will run for twelve (12) months (annual subscription) and automatically renew upon expiry for the same duration - a notification will be sent to the Client by Bizzaudio at least 45 days in advance for this purpose. You may prevent the automatic renewal by notifying us by email (contact@bizzaudio .com) or the Contact Form on the Bizaudio.com website or from Your Customer Account accessed via the Bizzaudio.com at least 28 days before the end of the license term.
- If you subscribe to a Bizzaudio Monthly Plan Your Subscription will run for one (1) month (monthly subscription) and automatically renew upon expiry for the same You may cancel the monthly subscription at any time by notifying us by email (contact@bizzaudio.com) or the Contact Form on the Bizaudio.com website or from Your Customer Account accessed via the Bizzaudio website. You will be charged for the full Monthly subscription charge due in the month of cancellation.
- After Bizzaudio’s acknowledgement of Your initial Subscription payment, You will be granted access to:
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- Your choice of dedicated Bizzaudio Player Application or software (iOS, Android, Chome WebPlayer ) as well as to the Licence Key allowing You to log into this application.
- After Bizzaudio’s acknowledgement of Your initial payment, You will be able to request a certificate listing the specific conditions of the license (identification of the Client, duration of the license, identification of the space in which the Works are used, etc.) from Bizzaudio via the Website Contact Form or Chat service when available.
- The Bizzaudio Playlists will typically be updated on a monthly basis by Bizzaudio without notice in order to add new Works or remove Works no longer part of the Service.
Free Trial Offers
- On its website Bizzaudio may offer to new clients a free or discounted trial of the Service for a defined number of calendar days as indicated on the website or promotional material. Bizzaudio reserves the right, at its sole discretion, to determine Your eligibility for such a trial, and, subject to the applicable legislation, to restrict or modify a trial at any time, without notice or liability, to the widest extent authorized by law.
- In order to start the free trial You will be required to provide Your contact details, business type and payment card details.
- At the end of the trial period, Bizzaudio will automatically charge You the price of the chosen subscription which shall be due from the first minute following the end of the trial By providing Your payment card information to Bizzaudio at the start of the trial You explicitly agree to this charging and to the corresponding payment unless You decide to cancel Your purchase and provided You do so before the end of the free trial period. In that case You must cancel Your purchase at the latest the minute preceding the end of the trial period, through Your Client Account or by sending an E-mail to contact@bizzaudio.com
Subscription validation
- In order to be able to monitor Your Service , troubleshoot and report back to music providers Your device running the Bizzaudio Player / Service should always be connected to the internet other than for occasional internet outages and downtime during which time Your Service will continue to run offline for a maximum of 21 days.
- If You need to run your service offline for any continuous period of greater than 21 days this will need to be pre-agreed between You and Bizzaudio so that Bizzaudio is aware of and agreeable to this and can make necessary adjustments to its systems.
- Bizzaudio reserves the right to withdraw the Service in the event of non-payment of the Fee and a failure to make the payment upon request in reasonable time.
Prohibited uses
- The following uses are prohibited under this Agreement:
- Any direct use of the Work, particularly making the Work on its own available throughdirect download, streaming, as part of a compilation, by distributing CDs, DVDs, jukebox,or any other audio or audio-visual product containing a Work.
- Any use of the Work in a way that is fraudulent, illegal, libelous, defamatory, offensive,discriminatory or in any way that promotes, solicits or encourages the infringement of intellectual property rights, including Artists’ moral rights, or otherwise brings Bizzaudio into disrepute.
Payment terms - Taxes - Customer's right of withdrawal
- In consideration of the license granted and the Service provided under this Agreement,the Client shall pay a fee (the “Fee”) plus all taxes/VAT applicable (in the amount in effect on the date of the purchase) on the basis of the type of program offered through the Service and specifically selected at the time of the purchase.
Online payment through the Bizzaudio.com website:
- The Client may pay the Fee online by credit card and Bizzaudio does not accept payment via Paypal. An invoice for the Fee and access to the Client Account shall be generated at the time of the online purchase and communicated to the Client. When the Agreement prescribes automatic renewal, the Client shall receive a notification stating that his account has been debited at the time of notification of renewal.
- In-Store license and Livestream license:
- The Client may pay the Fee online by credit An invoice for the Fee and access to the Client Account and to the corresponding Music Works Selection shall be generated at the time of the online purchase and communicated to the Client. When the Agreementprescribes automatic renewal, the Client shall receive a notification stating that his account has been debited at the time of notification of renewal.
- Except as stated otherwise in this Agreement (consumer right of withdrawal), upon Bizzaudio’s
purchase validation, the order is final, non-cancelable and non-refundable.
- You agree to pay for all the Services that You purchase through Bizzaudio and you authorize Bizzaudio to debit Your payment method for all Services purchased, as well as any additional amounts (including all taxes and late payment fees, if any) incurred by You or relating to Your You are responsible for the timely payment of all Fees and for providing Bizzaudio with a valid payment method for the payment of any Fee and related charges. You agree to receive all invoices electronically, including by email. The total price shall include the price of the Services plus all applicable taxes/VAT (at the ratein effect on the date of the purchase).
Right of withdrawal (at a distance purchase):
- If You are a consumer resident in a Member State of the European Union or the United Kingdom and purchased at a distance (i.e. online or over the phone), You are entitled to cancel Your purchase order within 14 days from the date of the order without giving any reasons. If You are resident outside the European Union and if the laws of Your country of residence contain public policy provisions applicable to consumers including a similar right of withdrawal, You are entitled to cancel Your purchase order within the applicable time frame. To cancel Your purchase, You must inform Bizzaudio of Your In order for the decision to be taken into consideration immediately, we recommend that You use the "Contact Us" form or email (contact@bizzaudio.com) or use the website Chat service if available in order to cancel Your purchase. In order to comply with the cancellation period, You must send Your notice of cancellation before the expiration of the 14-day period or other applicable time frame.
- Consequences of cancellation: Bizzaudio will refund You the amount corresponding to the Fee you paid within a reasonable time frame from the date of receipt of Your notice of cancellation.
- Exception to the right of withdrawal: You cannot, however, cancel Your purchase as a consumer within said period of 14 days (or other applicable time frame) if the use of the Service(s) (e.g. playing the music ) has started following Your request and acknowledge that in doing so, You lose Your right of withdrawal.
Late Payment
- Late Payment Interest. Bizzaudio reserves the right to charge interest in case of late payment by the Client, at the rate of 10% per annum from the due date to the payment date.
- Bizzaudio may request a flat fee of 40.00 GBP to compensate for recovery costs without the necessity of a Bizzaudio may also claim a reasonable indemnity to cover all other costs which exceed this amount (namely to cover the expenses for legal advice or a debt- collection company).
- Bizzaudio also reserves the right to stop providing the Client with the Service(s), to closethe Client Account and terminate the Agreement.
- The Client is responsible for paying any bank or similar fees/charges, sales taxes, valued added taxes and withholding taxes imposed by any jurisdiction for use of the Works and/or deriving from the license granted to
- Bizzaudio reserves the right to modify the Fees of the Services and shall not offer anydiscount or refund in the event of a price drop or a promotional offer subsequent to a purchase by the
Client representations and indemnification obligations
- The use of the Bizzaudio Service requires that You provide some personal information to You agree to provide Bizzaudio with accurate and complete information and keep it up-to-date. Login credentials may grant You access to some restricted Services. Such credentials are personal to You and should not be shared with or disclosed to third parties under any circumstances. You agree to hold Bizzaudio harmless from and against any wrongful use of Your credentials or account, whether or not fraudulent, caused by Your acts or omissions, or those of a third party.
- You agree to defend, indemnify and hold Bizzauddio, its affiliates and the Artists harmless from and against any claims, costs, demands, expenses and liabilities which may result from breach by You or anyone acting on Your behalf or using your credentials or account of any terms of this Agreement.
- You hereby agree and authorize Bizzaudio to use Your and/or Your legal entity’s name,logo, and/or trademark in order to promote Bizzaudio Services. You expressly authorize Bizzaudio to use these elements, for business reference purposes, on its website and in any presentation, report, case study, marketing materials and similar documentation.
30. Bizzaudio representations, indemnification and limitation of liability
- Bizzaudio represents that the Artists, by joining Bizzaudio Service and by accepting the Bizzaudio Music Supply Agreement, represent and warrant that they hold sufficient rights in the Works to grant to Bizzaudio the required licenses for the distribution of the Works on the Bizzaudio Licensing platform and, through Bizzaudio, to its clients and partners under this Agreement. Accordingly, Bizzaudio represents that Your use of the Work(s) in accordance with this Agreement and in the form delivered by Bizzaudio will not infringe the copyright and neighboring rights of any third-party.
- Bizzaudio shall defend, indemnify and hold You harmless from and against any third party claim, including related cost reasonably incurred by You, resulting directly from a breach by Bizzaudio of its representations hereunder. However, any amount to which you are entitled is subject to the following conditions and limitations: (i) You have not breached this Agreement; (ii) You have used the Work(s) in accordance with this Agreement; (iii) You must promptly notify in writing Bizzaudio of any such claim, as Bizzaudio is not liableto pay any amounts resulting from such claim that were incurred by You between the datethe claim first arose and the date Bizzaudio received Your notification; (iv) the claim concerned has been settled or has resulted in a final judgment adverse to You renderedby a court of competent jurisdiction; and (v) Bizzaudio’s liability is limited to 33% of the aggregate Fees You paid to Bizzaudio during the 12 months preceding the date Bizzaudioreceived Your All Works delivered by Bizzaudio to You in performance of this Agreement are selected by Bizzaudio’s Music Team at its sole discretion, employing its own criteria of sound quality, composition quality and/or popularity on the Bizzaudio website. The Works are provided on an “as is” basis and, except as expressly mentioned in this Agreement, Bizzaudio disclaims all warranties and conditions of any kind relating to the Works, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
- Bizzaudio represents and warrants that You will not be required to pay performing rights fees or any other similar fees to local performing rights organizations or similar collecting societies under specific local statutes or legislations in the United In other territories there may be performing rights fees to pay subject to the specific Copyright Laws and Collecting Society arrangements in the Country in question. For territories other than the United KIngdom Bizzaudio will advise on a case by case basis.
- Bizzaudio does not represent or warrant that the Service will operate without interruption or error-free, or that the Service will be accessible at all times, and in particular, Bizzaudio has no responsibility for the quality of Your Internet or connectivity and particularly in the event of Internet network congestion or insufficient Internet connection bandwidth (a minimum internet connection speed of 1Mbit/sec is highly recommended). Bizzaudio also may temporarily suspend the operation of the Service in order to implement improvements or perform necessary routine or emergency maintenance and will do its best to minimize any such interruption and give You advance notice of any suspension.
- Bizzaudio disclaims all liability to You or any third party for any indirect or consequentialliability, cost, claim or damage resulting from the performance of this Agreement, or the lawful termination hereof, including but not limited to, loss of profits, loss of opportunity, loss of reputation, loss of Furthermore, Bizzaudio disclaims all liability for any cost, claim, damage or loss resulting from a modification made to the Work(s) by You or resulting from the context in which the Work(s) is (are) used.
32. Termination
- If You breach any of Your obligations hereunder and fail to remedy the breach within 30 (thirty) days of Bizzaudio’s written notice of such breach (such notice being valid if doneby e-mail, fax, regular mail or courier service), Bizzaudio may, at its sole discretion, terminate this Agreement at any time after such 30-day period, effective upon receipt by You of a written termination notice from The exercise of this termination right by Bizzaudio shall be without prejudice to its right to seek damages for any harm suffered as a result of such termination.
- Upon termination You agree to cease any further use of the Work(s) and to cease use of the Service at the end of the Subscription Period meaning the Anniversary of the Subscription Date in the case of Annual Subscription or the final day of the month in which the cancellation is made.
33. Miscellaneous
- Bizzaudio is the sole holder of the intellectual property rights relating to its trademarks, patents, software, logos, graphics, images, photographs and animations contained in the Services. They may not be reproduced without Bizzaudio's express written Bizzaudio grants You a license to use them only within the framework of the use of theService by You and for such time as You are registered for the Service. Any use of the“Bizzaudio” trademark or logo, alone or associated with other content requires Bizzaudio's prior written consent (save to the extent expressly authorized under this Agreement, as the case may be).
- You are informed and agree that personal data about You may be collected by Bizzaudio and processed in connection with the provision of the Service(s) as well as in connection with Your use of Your Client Account and more generally Your use of Bizzaudio’s The description of the personal data that is collected, of the purpose of the processing and of other aspects related to the management of this data is made in the Privacy Policy available via a link on Bizzaudio’s website. By accepting this Agreement You acknowledge having read this Privacy Policy and You consent to our use of Your personal data in accordance with said policy.
- This Agreement is personal to the Client and may not be assigned to a third party without Bizzaudio’s prior written consent. Bizzaudio may assign rights or delegate its obligations under this Agreement to any parent, subsidiary, or as part of a merger or acquisition of its business or its assets.
- These General Terms may be periodically updated and modified. You are advised toconsult them on Bizzaudio’s website from time to time.
- In the event that any provision of this Agreement is held to be invalid, the parties hereby agree that the other provisions of the Agreement shall remain valid and that the Agreement will remain in full force and effect.
- This Agreement is governed by and shall be construed in accordance with the laws of England and Wales without regard to any conflict of laws principles. Any dispute arising out of or relating to its interpretation or performance, or the breach thereof, shall be exclusivelyreferred to and settled by the competent courts of England.
- This Agreement and all related document have been originally drawn up in English. In the event of any discrepancy between this Agreement translated into other languages and the English version, the English version shall prevail.
Last updated on March 1st 2022
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