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APPLICATION TERMS OF USE - BUSINESS USERS

Audioplay Australia Pty Ltd

Updated 9 Jan 2020

 

  1. Introduction

    1. These Audioplay Terms of Use (Terms) are here to ensure we are each clear on and understand each other’s rights and obligations when you access and use the Audioplay software application (Application).

    2. By accessing and using the Application or otherwise dealing with Audioplay, you agree to be bound by these Terms and the Audioplay Privacy Policy located at audioplay.me/index.php/application-privacy-policy/.

    3. The Application is owned and operated by us, Audioplay Australia Pty Ltd (ACN 610 304 866) (Audioplay) and any reference in these Terms to “we”, “us” and “our” means Audioplay.

    4. Any reference to “the Subscriber”, “you” or “your” means the person, company or other entity using the Application with Audioplay’s permission.

    5. You acknowledge that Audioplay is providing you with a service to use the Application for the period agreed between Audioplay and the Subscriber (Subscription Term).

    6. You are able to use the Application because we grant you a non-exclusive licence to use and access the platform of the Application (Services) if you pay us the subscription fee set out in clause 3.

    7. You agree that your use of the Services will always be in accordance with these Terms and Conditions.

    8. From time to time we may need to change the Terms and when any changes are published at the website audioplay.me (Website) they will be binding on you.

  2. Permitted Use

    1. Subject to this clause 2, we provide the Services to you so that you can run activations, experiences or events (Events) using the Subscriber Content (Permitted Use). The Services provide you with the ability to operate and deliver content that you, Big Special Pty Ltd (ACN 164 924 752) or another third party have created and that you have the right to use, such as audio files, text and images (Subscriber Content). We permit you to use the Application, but you agree that you will not attempt to change, add to, remove, copy, replicate, deface, reverse engineer, hack or otherwise interfere with the Application, or any material or content displayed on the Application.

    2. Access to the Services will be limited to the number of your devices that we have notified to you.

    3. Our delivery of the Services is conditional on you ensuring that:

      • all Event attendees will be supervised when using the Application;

      • all of the Events will be held in a secure, safe and fit for purpose location; and

      • all content and episodes played on the Application will be age appropriate to any children at the Event.

    4. You aren’t permitted to use the Services to deliver any content including Subscriber Content that is in breach of any broadcast classification standards, is unsuitable for the proposed audience or is in breach of anyone else’s rights.

    5. Any commercial use of the Services must be approved by Audioplay.

    6. Audioplay reserves the right to cease your access to the Services if it suspects any misuse of the Services by you or any third party. Audioplay will also investigate and take appropriate legal action for any illegal and/or unauthorised use of the Application or breach of these Terms.

  3. Payment Terms

    1. The Subscriber’s use of the Services is subject payment of the fee (Subscription Fee).

    2. Audioplay will invoice the Subscriber for payment of the Subscription Fee (Tax Invoice).

    3. The Subscriber must pay to Audioplay the Subscription Fee in accordance with the payment terms on the Tax Invoice.

    4. You agree and acknowledge that Audioplay can vary the Subscription Fee at any time by giving you notice.

  4. Application and Access

    1. Audioplay is happy to provide the Subscriber reasonable technical support if requested. If we feel as though your requests for support are becoming excessive, we will let you know, and you will have to pay us an additional amount.

    2. Audioplay makes all reasonable endeavours to ensure that the information contained in the Application is accurate and correct, although we do not warrant that it is accurate, adequate or complete. By accepting the Services, you acknowledge and accept that the Application’s episodes and content may include incorrect information, technical inaccuracies and typographical errors. You acknowledge and accept that the Application will, from time to time, change without notice to you and that the content of the Application may not necessarily be accurate or up to date at the time you view it.

    3. Audioplay will not have any liability to you or anyone else for any direct or indirect loss or damage arising from your use of the Services or reliance on the Application to the full extent permitted by law.

    4. You acknowledge that it is your responsibility to protect your system and your data when using the Application. You agree that your use of the Application is at your own risk and you accept that we do not and will not assume any liability or responsibility whatsoever in association with any direct or indirect loss or damage that you or any third party may suffer as a result of your use of the Application.

    5. You warrant that any information you provide to be included in the Application is free from viruses, malware, errors and misleading information. You warrant that you own or have the authority to use all information that you provide to us for inclusion in the Application.

    6. We do not guarantee that your access to the Application will be uninterrupted or that the Application is free from viruses or any other malware which may damage any computer, computer software or data as a result of access to the Application.

  5. Termination

    1. Audioplay can at any time suspend or terminate your access to the Application at our sole discretion where we hold a reasonable apprehension that you have or may breach these Terms. If we suspect you are or may be in breach of these Terms, we will endeavour to notify you of that breach and ways in which you can remedy it.

    2. Audioplay can terminate the Services at any time giving you 15 days’ notice. You will be provided with a refund of the outstanding portion of the Subscription Fee if Audioplay terminates the Services in accordance with this clause 5.2.

    3. If you want to terminate the Services, you may do so by uninstalling the Application and giving Audioplay 7 days’ notice of your intention to terminate. You will be required to pay the Subscription Fee for the duration of the Subscription Term regardless of whether you have uninstalled the Application.

  6. Intellectual Property

    1. Audioplay retains all rights, title and interest in the Application and the Services.

    2. All material displayed on the Application that is not Subscriber Content, including but not limited to all information, photographs, episodes, content, audio files, graphics, illustrations, artwork, names, logos, trade marks, copy writing and design features (Audioplay Intellectual Property) are our property and are protected by copyright, trade mark and other intellectual property laws. You may not use the Audioplay Intellectual Property for any other purpose except for the Permitted Use without our express prior written consent.

    3. The Subscriber retains all rights, title and interest in the Subscriber Content.

    4. You agree not to record, copy, imitate, reproduce, reverse engineer, sell, retransmit, distribute, disseminate, publish, broadcast or circulate any Audioplay Intellectual Property for any purpose, including commercial purpose to any third party in whole or in part without our express prior written consent.

    5. You acknowledge that if you do copy, imitate, reproduce, reverse engineer, sell, retransmit, distribute, disseminate, publish, broadcast or circulate any Audioplay Intellectual Property, we will suffer loss and damage and you agree to indemnify us for any such loss and damage.

    6. We do not grant any licence or right in, or assign all or part of, our intellectual property rights in the Audioplay Intellectual Property to you.

    7. The Application may contain links to other websites operated, controlled or produced by third parties. Audioplay does not control, endorse, sponsor or approve of any third party website or its content and does not provide any warranty or take on any responsibility whatsoever in relation to your access and use of third party websites. We advise you to check their privacy policy and terms and conditions before using their services.

  7. Limitation of Liability

    1. Audioplay does not have any liability for any loss or damage of any kind arising out of or in connection with the Application content, the Subscriber Content and the use or performance of the Services to the maximum extent permitted by law.

    2. You warrant that you own or have the right to use, display and distribute the Subscriber Content without limitation.

    3. You agree that you will hold us harmless for any loss or damage that you or any third party may suffer as a result of your use of the Application or Services, and that you will indemnify us for any such loss and damage we suffer as a result of claims brought against us by any party as a result of the Subscriber Content, your use of the Application or Services.

    4. Where the law, such as the Australian Consumer Law, implies a warranty or guarantee into these Terms which may not lawfully be excluded, then provided it is fair and reasonable to do so, our liability for breach of such a warranty or guarantee shall be limited as far as permitted by the applicable law.

    5. In the event that the Services are faulty in some way, the maximum extent of our liability to you will be to redeliver the Services.

  8. Indemnity

    1. To the fullest extent of the law, you agree to indemnify us from and against any and all liabilities, costs, demands, causes of action, damages and expenses (including legal fees) arising out of or in any way related to direct or direct consequences of the display of the Subscriber Content on the Application, you accessing the Application or using the Services or you breaching any of the provisions of these Terms.

  9. Severability

    1. If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.

  10. Assignment

    1. We are permitted to assign, transfer, and subcontract our rights and/or obligations under these Terms without any notification or consent to you. You are not permitted to assign, transfer, or subcontract any of your rights and/or obligations under these Terms.

  11. Governing Law & Jurisdiction

    1. These Terms will be governed by and construed in accordance with the laws of the State of Victoria, Australia and you submit to the non-exclusive jurisdiction of the state and federal courts located in the State of Victoria, Australia for the resolution of any disputes.

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