terms & conditions

Terms and Conditions of use for www.searchMuze.co.uk by the SUBSCRIBER (the "Agreement")

Definitions

'Web Site' means the online database of UK-distributed physical music recordings and DVDs available at URL www.searchMuze.co.uk

1. Introduction

1. The Web Site is owned by Muze Europe Ltd trading as Muze ("Muze").

2. The Site contains both free-to-access and subscription areas. Access to subscription areas and content areas are restricted to users who have registered and paid the appropriate fee as determined by Muze. The subscription areas of the Web Site are clearly identified.

3. The subscription areas allow the SUBSCRIBER access and search facilities for popular, classical, soundtracks, spoken word, video and labels and distributors database channels (the "Database Channels").

2. Term & Termination

1. This Agreement shall come into effect upon signature by the parties ("The Commencement Date") and shall continue for an initial period of 12 months ("The Initial Term") unless terminated pursuant to Clause 2.3.

2. This Agreement will automatically renew on each anniversary of The Commencement Date for a further period of one year (a "Subsequent Term") unless either party has given 3 months notice in writing to the other party of their wish to terminate the Agreement (the "Renewal Termination Notice"). The Renewal Termination Notice must be received by the other party no later than the end of the eighth month of The Initial Term or of any Subsequent Term.

3. Either party may forthwith terminate this Agreement by giving written notice to the other to that effect in the event;

a) of a material breach of any of the terms of this Agreement by the other party which, if capable of remedy, shall not have been remedied within 28 days of being requested in writing so to do by the other party; or

b) that the other party shall go into liquidation whether compulsory or voluntary (except for the purpose of a bona fide reconstruction or amalgamation without insolvency) or if an administrator of the other party shall be appointed or if a receiver and manager or administrative receiver shall be appointed over any of the assets or undertaking of the other party; or

c) the other party shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; or

d) a distress, execution, sequestration or other process is levied or enforced upon, or sued out, against the property of the other party which is not discharged within 7 days.

3. Licence Fees

1. For Unlimited Access to the Database Channels for the Initial Term, the SUBSCRIBER agrees to pay Muze the specified licence fee (the 'Licence Fee').

2. If upon the anniversary of The Commencement Date this Agreement has not been terminated then Muze will invoice the SUBSCRIBER for the Licence Fee plus 5% ("The Renewal Fee"). The Renewal Fee will be invoiced and increase by 5% on each subsequent anniversary for each Subsequent Term.

3. Should the SUBSCRIBER add Additional Locations pursuant to Clause 5.5 then Muze will invoice the SUBSCRIBER for an additional licence fee for the unexpired portion of the applicable Initial Term or Subsequent Term. Upon renewal of the term the Renewal Fee will be calculated to incorporate the increased usage.

4. The SUBSCRIBER agrees to pay all invoices in full within thirty (30) days.

4. Use of Muze Content

1. All material on the Web Site (the "Content") belongs to Muze, unless expressly stated as otherwise. The SUBSCRIBER may retrieve and display Content from the Web Site on a computer screen and print individual pages on paper (but not photocopy them).

2. Except as expressly set out in clause 4.1, the SUBSCRIBER may not reproduce, modify or in any way commercially exploit any of the Content. In particular, but without limiting the general application of the restrictions contained in the preceding sentence, the SUBSCRIBER may not do any of the following without prior written permission from Muze.

a) Redistribute any of the Content (including by using it as part of any library, archive or shared service);

b) Remove the copyright notice from any copies of Content made;

c) Create a database in electronic or structured manual form by systematically downloading and storing all or any of the Content.

5. Registration

1. The SUBSCRIBER has provided Muze with accurate, complete registration information for all licensed users as described in Appendix 1 and it is the SUBSCRIBER's responsibility to inform Muze of any changes to that information (including in particular SUBSCRIBER's IP addresses) by e-mail to hlewis@muzeeurope.com

2. For the avoidance of doubt no member of staff or location not listed in Appendix 1 is permitted to access the Database Channels on the Web Site.

3. Access will be available to each location listed in Appendix 1 either through individual passwords for authorised users in each location or through automatic access from appropriate fixed IP addresses supplied by the SUBSCRIBER.

4. The SUBSCRIBER is responsible for preventing unauthorised use of the individual passwords or access through IP addresses. If the SUBSCRIBER believes there has been any breach of security such as the disclosure or unauthorised use of the SUBSCRIBER's individual passwords, the SUBSCRIBER must notify Muze immediately by e-mailing hlewis@muzeeurope.com

5. Should the SUBSCRIBER wish to add additional locations to those listed in Appendix 1 to access the Web Site (the "Additional Locations") then the SUBSCRIBER will propose these to Muze and Muze will propose an additional licence fee as described in Clause 3.3

6. Any breach of this Agreement will result in termination of the SUBSCRIBER's access to the Database Channels on the Web Site.

7. For the avoidance of doubt if the SUBSCRIBER fails to make any payments in the agreed credit periods then access to the Database Channels will be suspended. This will not affect Muze's right to receive any payments, nor will it result in an extension to the relevant Initial Term or Subsequent Term.

6. Warranties, Exclusion of Damages, Limitation of Liability, and Links

1. The Content does not constitute any form of advice or recommendation by Muze and is not intended to be relied upon by users in making (or refraining from making) any specific investment, purchasing, or other decisions. Any arrangements made between the SUBSCRIBER and any third party named on the Web Site are at the SUBSCRIBER's sole risk and responsibility.

2. To the full extent allowed by applicable law, the SUBSCRIBER agrees that Muze will not be liable to the SUBSCRIBER and/or any third party for any consequential or incidental damages (including but not limited to lost profits) or for any other indirect, special, or punitive damages whatsoever that arise out of or are related to this Agreement, the Web Site or to any breach of the Agreement by Muze.

3. The Web Site contains links to other world-wide-web sites provided by independent third parties ("Third Party Sites"), either directly or through frames. Muze is not responsible for the availability or content of Third Party Sites and will not be a party to, nor in any way responsible for, any transaction concerning goods or services available from such Third Party Sites.

4. As part of this agreement, Muze agrees to provide a helpdesk facility. This facility may be accessed by dialling 0207 566 8216. This helpdesk facility will be available Monday to Friday 9am-5pm except English Bank Holidays.

5. Muze will use all commercially reasonable endeavours to ensure the SUBSCRIBER's continual access to the Web Site. In circumstances where the Web Site is not accessible to the SUBSCRIBER, and it is not the fault of the SUBSCRIBER, Muze will use all commercially reasonable endeavours to restore access to the site within 24 hours excluding Friday 5pm to Monday 8am.

6. In circumstances that the Web Site suffers from more than 4 per cent downtime in any month except between the hours of 11pm and 5am and it is the fault of Muze or any of its suppliers (the "Maximum Downtime") the SUBSCRIBER may claim a refund on a pro-rata basis for each percentage by which the Maximum Downtime is exceeded. If the Maximum Downtime is exceeded in two successive months the SUBSCRIBER may terminate the Agreement in writing and if so will be refunded pro-rata the remainder of any fees paid in advance for the applicable Initial Term or Subsequent Term, including the second successive month that the Maximum Downtime was exceeded. Such written request by the SUBSCRIBER to terminate must be received by Muze within 30 working days of the end of the second successive month the Maximum Downtime was exceeded.

7. Miscellaneous

1. Either party may disclose that the SUBSCRIBER has subscribed to the Web Site for the locations outlined in Appendix 1. However each party agrees not to disclose any other Information about this Agreement to any third party without prior written agreement from the other party.

2. Save for the right to access the Database Channels, Muze reserves the right, at its discretion, to make changes to any part of the Web Site. Without degradation to the service/information available at the time of signing this Agreement.

3. Parts of the Web Site may contain advertising and sponsorship. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the site complies with international and national law. Muze will not be responsible for any error or inaccuracy in advertising material.

4. The SUBSCRIBER may not assign, sub-license or otherwise transfer any of its rights or obligations under this Agreement without prior agreement in writing from Muze.

5. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of that provision will not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

6. Failure by either party to exercise any right or remedy under this Agreement does not constitute a waiver of that right or remedy.

7. Headings in this Agreement are for convenience only and will have no legal meaning or effect.

8. This Agreement shall be governed by, and construed in accordance with, English law.

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