1. Definitions
”Customer” shall mean the company or entity identified by a business ID, for which an user ID for Singa’s Service has been created based on the Service Agreement and to which a right to use Singa’s Service and Equipment for the duration of the Agreement is granted. “Customer Data” shall mean all Customer’s data and materials that the Customer or a person acting on behalf of the Customer generates in or submits to the Service. “Intellectual Property Rights” shall mean copyrights and related rights (including database and catalogue rights and photography rights), patents, utility models, design rights, trademarks, tradenames, trade secrets, know-how and any other form of registered or unregistered intellectual property rights. “Equipment” shall mean the equipment provided by Singa to the Customer’s use for the term of the Agreement and via which the Customer is able to use the Service. “Party” shall mean Customer or Singa (jointly the ”Parties”). “Service” shall mean the online karaoke service and Equipment provided by Singa. Music and/or karaoke materials have been licensed from the copyright holders of the materials and the content available in the Service may vary from time to time. “Service Fees” shall mean the fees charged from the Customer by Singa for the use of the Service and Equipment in accordance with the Service Agreement between the Parties. “Service Agreement” shall mean the written or electronic agreement between the Parties by which the Service is ordered. “Agreement” shall mean these Terms and the Service Agreement between the Parties.
2. Use of Service and Equipment
2.1 Right to use
The Customer has, in accordance with this Agreement and subject to timely payment of the Service Fees, the limited, non-exclusive, revocable permission to use Service for the duration of the Agreement. The Customer shall ensure that the Service is not used for any other purposes than presenting the music and karaoke material via Customer’s account in the location or locations defined in the Agreement. The Customer may only use the Service and the music and karaoke materials included in the Service for the Customer’s own business purposes. Singa shall have the right to restrict the Customer’s access to the Service without a prior notice, if Singa has a good-faith suspicion that the Customer has breached any terms of this Agreement or the presentation agreement between the Customer and any collective rights’ management organization.
Using the Service does not give the Customer or any of its affiliates or customers ownership of or rights to any aspect of the Service. All of the Intellectual Property Rights to the Service shall belong to Singa and/or its licensors as the case may be. No Intellectual Property Rights related to the Service or other Intellectual Property Rights are transferred to the Customer by this Agreement, save for the explicitly mentioned rights to use the Service.
If the Customer has in the Service Agreement ordered the Singa Business non-profit -version of the Service, the Customer shall upon request submit written evidence to Singa and/or competent collective rights’ management organizations or other copyright or title holders that the Customer’s operations have been non-profit. Singa shall be responsible for the payment of mechanization and copying fees of the music and/or karaoke materials to the collective rights’ management organizations and copyright or title holders.
2.2 Use of the Service
The Customer shall use the Service solely through the user interfaces provided by Singa in the United States, its territories, and possessions. The Customer shall be responsible for all activity occurring under or relating to the Customer’s use of the Service including, but not limited to, staff, employees, consultants, advisors, independent contractors, and customers, and will ensure that the Customer’s affiliates and customers, comply with these Terms and all applicable laws. Any unauthorized reproduction or distribution of the music and/or karaoke material in the Service is prohibited and may violate applicable law.
The following restrictions apply to the use of the Service. The Customer and its affiliates and customers are not allowed to:
- access, reproduce, distribute, transmit, broadcast, sell, license, alter, modify, repurpose or otherwise use the Service or its content or any parts thereof, except (a) as expressly authorized by the Service; or (b) with prior written permission from Singa and, if applicable, the respective rights holders;
- circumvent, disable, reverse engineer, decompile, or otherwise interfere with any part of the Service or copy or record the Service or any contents thereof (including music or karaoke material);
- remove or alter any rights management or identifier information that may be associated with any content, music, lyrics, or the Services;
- circumvent any technical measures associated with any content, music, lyrics, or the Services which are designed to prevent or restrict the unauthorized use of the foregoing;
- interfere with or disrupt the integrity or performance of the Service or the data contained therein;
- remove any copyright, trademark or other proprietary rights notice from the Service;
- collect or harvest any information that might identify a person (for example, usernames or faces);
- share or transfer to a third party, any of the music and/or karaoke material in the Service; or
- use the Service for any unlawful purposes.
2.3 Third Party Intellectual Property Rights
The Customer shall ensure that the Customer’s and its affiliates and customers use of the Service does not infringe any third-party intellectual property rights or any other rights. Music and/or karaoke material in the Service has been licensed from the copyright holders and the Customer shall for the term of the Agreement have the right to reproduce it in connection with the Customer’s own business operations and strictly in accordance with the terms of this Agreement, provided that the Customer has entered into a valid agreement with a competent collective rights’ management organization concerning compensations relating to performance rights, in accordance with applicable legislation. The Customer shall be responsible for the use of the Service and for the payment of the performance compensations for the music and/or karaoke material to the collective rights’ management organization in accordance with applicable legislation. The Customer shall, at its own cost, defend Singa against any claims brought against Singa arising from the Customer’s infringement of any third-party intellectual property rights. Singa and its licensors expressly reserve any and all rights with respect to the Service and any music and/or karaoke material in the Service other than as expressly granted herein. This Agreement does not grant the Customer's affiliates or customers any commercial, sale, resale, reproduction, distribution or promotional rights in and to any music and/or karaoke material in the Service.
2.4 Delivery and use of the Equipment
Singa shall deliver the Equipment agreed upon in the Service Agreement to the Customer in accordance with the Service Agreement. In connection with the delivery of the Equipment, Singa shall give the Customer the User ID related to the Service, with which the Customer can use the Service. If the Equipment has not been delivered to the Customer by the date agreed upon in the Service Agreement, the Customer shall notify Singa immediately. If the Equipment delivered by Singa has been damaged during a delivery, the Customer shall file a complaint to Singa within five (5) working days from the delivery of the Equipment. Singa rents the Equipment to Customer’s use for the duration of the Agreement against the Service Fees. For the sake of clarity, the Parties acknowledge that the title to the Equipment shall not transfer to the Customer. The Customer shall have the right to use the Equipment solely for the purpose of using the Service and the Equipment shall not be used for any other purpose.
The Customer shall ensure that the Equipment is used and stored in an appropriate manner and will not be damaged during the term of the Agreement. In case the Equipment suffers damages or is lost (incl. theft, mischief, accident or other similar circumstances) when the Equipment is in the Customer’s possession, the Customer shall be liable for any and all damages caused to the Equipment to the full replacement value of the Equipment.
3. Implementation
3.1 Acceptance of the Agreement and implementation of the Service
The person signing or otherwise accepting the Agreement on behalf of the Customer, confirms that he/she has the right to represent the Customer entity defined in the Service Agreement. Customer shall provide to Singa correct and up to date information necessary for customer communication and invoicing the Service Fees from the Customer. If this information changes, the Customer shall notify Singa immediately.
3.2 Security and unauthorized use
The Customer shall prevent unauthorized use of the Service and customer accounts related to the Service. The Customer shall keep the user IDs and login information confidential and store them in a secure manner. The Customer shall inform Singa immediately if third-parties have gained access to passwords or login information or if the Customer suspects that the Service has been subject to unauthorized use. The Customer shall be responsible for any and all actions carried out in the Service through the Customer’s user IDs. The Customer shall take all reasonable efforts to ensure that unauthorized use of the Service, the Customer’s login information and user IDs is prevented.
4. Customer Data
4.1 Rights to Customer Data
Intellectual Property Rights in and to the Customer Data belong to the Customer. Singa and its subcontractors may use the Customer Data during the term of the Agreement for the purposes of providing the Service and maintaining the customer relationship and for the purpose of analyzing the use of the Service as well as for Service content targeting. Singa has the right to generate anonymized usage data and statistical data from the Customer Data. All rights and title to such anonymized data shall belong to Singa. For the sake of clarity, the Customer or any individual person shall not be identifiable from such anonymized data. Nothing herein constitutes a “sale” of personal information.
4.2 Responsibility for Customer Data
The Customer shall be responsible for the lawfulness of the Customer Data. The Customer shall be responsible for obtaining and having the necessary rights to submit Customer Data to the Service and necessary rights in relation to the use of the Customer Data in accordance with this Agreement. The Customer also represents and warrants that it shall provide and maintain all notices and obtain all necessary consents required by applicable laws to submit Customer Data to the Service and in relation to the use of the Customer Data in accordance with this Agreement.
5. Provision of the Service
5.1 Availability
The Customer shall be responsible to obtain a functioning and sufficiently fast internet connection. Singa shall not be liable for any breaks in the Service caused by problems pertaining to the Customer’s internet connections. The Customer acknowledges that Singa may conduct necessary maintenance measures in the Service, which may cause service breaks during which the Service shall be temporarily unavailable. Singa shall have the right to interrupt the provision of the Service e.g. in the following circumstances:
- the interruption is necessary for the purposes of maintenance, updates or installation measures in the Service;
- the interruption is necessary for the prevention of severe data protection risks or due to an authority order or regulation.
The Customer shall not be entitled to any compensation for the above mentioned interruptions or service or maintenance breaks, unless otherwise agreed on between the Parties. If Singa interrupts the provision of the Service due to the above mentioned reasons, Singa shall use best efforts to inform the Customer beforehand, or in case this is not possible, to inform the Customer without undue delay after becoming aware of the interruption and the estimated duration thereof. Interruptions in use may also happen due to reasons attributable to third-party services or connections, or due to errors in the Equipment. Singa shall not be liable for any errors in third-party services or unavailability of the Service caused by such errors.
5.2 Changes in the Service
Singa has the right to change or update the Service or stop the provision of the Service without the Customer’s consent. Singa retains the right update the version of the Service.
6. User support
Singa provides user support to the Customer as described on Singa’s website and/or Singa’s Equipment and/or other materials. Singa uses its best efforts to correct any potential Errors in the Service as quickly as possible. “Error” shall mean a substantial defect in the Service that materially affects the functioning of the Service in relation to the service description of the Service in force from time to time, taking into account the system requirements and purposes of use of the Service communicated to the Customer. Questions related to the Service and notifications in relation to Errors and circumstances relating to Errors must be immediately communicated to Singa’s user support.
7. Service fees and payment
7.1 Service fees
The monthly Service Fees are defined based on the Service and Equipment delivered to the Customer. Value added tax shall be added to the Service Fees invoiced from the Customer in accordance with the applicable laws in force from time to time.
7.2 Terms of payment
Service Fees shall always be invoiced in advance at the beginning of each month or automatically from the Customer’s credit card. Payment shall be made against invoice sent by Singa. Term of payment shall be 14 days net from the date of the invoice. If the Customer’s payment has not been made by the due date, Singa has the right, without a notice, to restrict the Customer’s access to the Service and demand the Customer to return the Equipment.
7.3 Changes in prices
Singa has the right to change the Service Fees by notifying the Customer 30 days before the change enters into force. The change shall not have an effect on the Service Fees paid prior to the change entering into force. Moreover, Singa has the right to change the Service Fees, if collective rights’ management organizations and/or other copyright or title holders change their grounds for charges. Should the Customer not accept the new Service Fees, the Customer shall have the right to terminate the Agreement to end before the price change enters into force.
8. Confidentiality and personal data
Each Party undertakes to keep confidential all materials and data received from the other Party and marked as confidential or which should be understood to be confidential and shall not use confidential material or information for any other purposes than those agreed upon in this Agreement. The rights and responsibilities under this section shall remain in force for five (5) years after the expiry or termination of this Agreement. Singa processes personal data in accordance with its privacy policy.
9. Term of the Agreement
This Agreement shall enter into force on the acceptance date. The subscription terms and period of notices are defined in the Service Agreement. Termination shall be delivered in writing to the other Party. Both Parties have the right to terminate this Agreement with immediate effect, if the other Party materially breaches this Agreement and does not remedy the breach within 30 days from receiving a request to remedy such breach. Singa separately retains a unilateral right to terminate this Agreement with immediate effect without period of notice, if the Customer’s solvency materially weakens due to e.g. bankruptcy proceedings, restructuring of debts or protest listing.
After the expiry or termination of the Agreement, the Customer shall immediately cease to use the Service and the Equipment and return the Equipment to Singa at the Customer’s cost at the latest within 5 working days.
10. Limitation of Liability; Disclaimer of Warranty
10.1 Limitation of Liability
Singa’s total and aggregate liability for direct damages incurred by the Customer under or in connection with this Agreement shall be limited to one (1) month’s Service Fees. This limitation of liability shall not, however, apply in the event of and to the extent that the damages are caused by willful misconduct or gross negligence.
The Customer acknowledges and agree that, to the fullest extent permitted by any applicable law, the disclaimers of liability contained herein apply to any and all damages or injury whatsoever caused by or related to use of, or inability to use, the Service under any cause or action whatsoever of any jurisdiction, including, without limitation actions for breach of warranty, breach of contract or tort (including negligence) and that Singa or any if its affiliates shall not be liable for any indirect, incidental, special, exemplary or consequential damages in any way whatsoever arising out of the use of, or inability to use, the Service.
10.2 Disclaimer of Warranties
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. SINGA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE AND NON-INFRINGEMENT AS TO THE INFORMATION, CONTENT OR MATERIALS OF THE SERVICE. SINGA DOES NOT REPRESENT OR WARRANT THAT MATERIALS, INCLUDING THE INFORMATION AVAILABLE IN OR ON THE SERVICE, ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, INTERPRETABLE OR ERROR-FREE. TO THE EXTENT PERMITTED BY LAW, SINGA MAKES NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE SERVICE, INCLUDING BUT NOT LIMITED TO, THE QUALITY, CONDITION, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SUCH SERVICES. SINGA IS NOT RESPONSIBLE FOR ERRORS OR OMISSIONS IN ANY INFORMATION OR MATERIALS CONTAINED IN OR ON THE SERVICE OR ACCESSED THROUGH THE SERVICE. WHILE SINGA ATTEMPTS TO MAKE THE CUSTOMER’S ACCESS AND USE OF THE SERVICE SAFE, SINGA CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE OR ITS SERVER(S), OR ANY CONTENT OR MATERIALS OF THE SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SINGA OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
11. Indemnification
The Customer agrees to defend, indemnify, save, and hold Singa and any of its affiliates harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of the Customer’s use or misuse of the Service, any violation by the Customer of these Terms or any breach of the representations, warranties and covenants made by the Customer herein. Singa reserves the right, at the Customer’s expense, to assume the exclusive defense and control of any matter for which the Customer is required to indemnify Singa and any of its affiliates and the Customer agrees to cooperate with Singa’s defense of these claims. Singa will use reasonable efforts to notify the Customer of any such claim, action or proceeding upon becoming aware of it. The Customer agrees that the provisions in this Section will survive any termination of Terms and the Service.
12. Miscellaneous
12.1 Notifications
All notifications relating to the Agreement shall be made in writing or electronically and shall be sent by registered mail, via a courier, or through e-mail to the address of the receiving Party’s address defined in the Service Agreement. In case of changes to a Party’s contact information, the other Party shall be notified of the change without undue delay. Notification sent through e-mail shall be considered received on the next working day after sending the e-mail. Notification sent by registered mail shall be considered received after 5 days from the mailing date. Notification sent via a courier shall be considered received upon delivery to the recipient.
12.2 Reference rights
Singa shall have the right to use the Customer’s name and logo as a part of Singa’s general karaoke venue exposure and customer reference listing published by Singa. Singa shall be entitled to use the Customer’s name and logo on Singa’s website and in marketing materials in case the Customer has granted its confirmation or consent for such use.
12.3 Entire agreement and severance
This Agreement constitutes the entire agreement between the Parties on the subject matter contained herein. If any provision of this Agreement is declared to be void, illegal or otherwise unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
12.4 Assignment
Singa shall be entitled to assign all or any of its rights or obligations hereunder to an affiliate or successor or to a purchaser or acquirer of its business assets without the Customer’s consent. The Customer shall not be entitled to assign this Agreement or any of its rights or obligations hereunder to a third-party without the prior written consent of Singa.
12.5 Amendments
Singa shall have the right to amend this Agreement by notifying the Customer of the amended Agreement before the new Agreement enters into force through customer notices or otherwise in writing. If the Agreement has been amended to the detriment of the Customer, the Customer shall within one month from the date of the notice have the right to terminate the Agreement without a period of notice. Changes to the products and services agreed on in the Service Agreement may only be made upon mutual agreement or confirmation of both Parties.
12.6 Force Majeure
Except for the payment obligations, neither Party shall be deemed to be in breach of the Agreement as long as its failure to perform any of its obligations hereunder is caused solely by a Force Majeure Event. If such event persists for over sixty (60) days, a Party may terminate this Agreement with immediate effect upon written notice to the other Party.
For the purposes of this Agreement, “Force Majeure” means any circumstances beyond the reasonable control of either Party, which such Party could not have reasonably foreseen or avoided, including but not limited to accident, explosion, fire, storm, earthquake, flood, drought, natural disaster, strikes, lockouts, labor disputes, riots, sabotage, terrorist acts, civil war or revolution, war, failure or delay of transportation, the bankruptcy of any supplier, acts of governments and their agencies, and governmental or their agencies’ laws, regulations, rules, orders and decrees, or other legislative, administrative or judicial mandates.
12.7 Applicable law and dispute resolution
This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Florida without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. THE CUSTOMER AGREES THAT, BY AGREEING TO THESE TERMS, THE CUSTOMER AND SINGA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A REPRESENTATIVE OR CLASS ACTION IN A COURT OF LAW AND ANY ARBITRATION PROCEEDING. Any dispute, controversy or claim arising out of or relating to this Agreement, and/or Services or the breach, termination or validity thereof, shall be finally settled by arbitration. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules are available online at www.adr.org.