1. Definitions:
"Agreement" means the registration form, the Third Party Authorisation Mandate, these terms and conditions (including the Schedules) and any ancillary documentation provided with them (including, without limitation, the Service Documentation).
"Confidential Information" means all confidential, commercial and technical information, data, know-how, information concerning the Licensed Service, PRS for Music, MCPS and the members of MCPS and PRS for Music. For the avoidance of doubt, it includes all data and information made available through the Licensed Service.
"Intellectual Property Rights" shall mean patents, trademarks, service marks, registered designs, copyrights (including rights in computer software), database rights, utility models, design rights, applications for registration of any of the foregoing and the right to apply for them in any part of the world, inventions, drawings, computer programs, screen designs, print designs, interface dialogue, flow-charts, specifications, Confidential Information and rights of a like-nature arising or subsisting anywhere in the world in relation to all of the foregoing, whether registered or unregistered.
"Licensee" means the person, firm or company identified in the registration form accompanying this Agreement.
"Licensed Service" means the PRS for Music On-line Service referred to in each of the Schedules.
"Licensed Service Materials" means the Licensed Service and the Service Documentation.
"MCPS" means the Mechanical-Copyright Society Limited.
"PRS" means the Performing Right Society Limited.
"PRS for Music" means PRS for Music Limited. For the purposes of this Agreement, unless the context otherwise requires, a reference to PRS for Music is a reference to PRS for Music when acting on its own account and on behalf of PRS and/or MCPS, as the case may be;
"Purpose" means the purpose for which the Licensed Service is provided to the Licensee as set out in the relevant Schedule.
"Service Documentation" means the specifications, operating manuals, user instructions, training manuals, on-line help facilities and other related materials in eye readable form provided by the Licensor to the Licensee for assisting the Licensee in the use of the Licensed Service.
"Third Party Authorisation Mandate" means the written form signed by or on behalf of the Licensee authorising one or more individuals to receive from and/or notify PRS for Music of information relating to the Licensee's contract of membership with PRS and/or MCPS; and/or to access and use one or more of the Licensed Services;
"Third Party Account Management Service" means the Licensed Service referred to in Schedule 4
"User" means any employee or agent of the Licensee (or the individual Licensee if self-employed) that the Licensee shall have notified PRS for Music in writing (including by means of the Third Party Account Management Service) as being authorised to use the Licensed Service and in respect of whom PRS for Music has provided a password for access to the Licensed Service.
2. Subject to the terms of the Agreement, and in consideration of the sum of one pound (£1) paid by the Licensee to PRS for Music (receipt of which is hereby acknowledged), PRS for Music hereby agrees to provide the Licensed Service to the Licensee and grants a non-exclusive non-transferable licence to the Licensee to use the Licensed Service solely for the Purpose.
3. The Licensee shall only access the Licensed Service on the terms and conditions set out in the Agreement.
4. The Licensed Service is only provided for access directly by Users. For the avoidance of doubt the Licensed Service must not be accessed by way of any automated script or program which may simulate direct access from Users.
5.
(a) The Licensee agrees to take all necessary steps to ensure that passwords are kept confidential, secure and are used properly, including without limitation, not recording it within computer programs or scripts, where, for example, it may be used to automate a login process. The Licensee is responsible for ensuring that all Users comply with any additional security procedures of which PRS for Music may notify the Licensee from time to time.
(b) The Licensee shall inform PRS for Music and delete the account of a User who leaves the employment of the Licensee, ceases to act as agent of the Licensee or otherwise has no requirement to use the Licensed Service. Unless otherwise agreed by PRS for Music in writing, the Licensee shall ensure that passwords are not used by any person other than the User to whom PRS for Music has made that password available.
(c) The Licensee shall inform PRS for Music immediately if it has any reason to believe that a password has become known to a third party (other than a User) or if a password is being or is likely to be used in an unauthorised manner. If PRS for Music has reason to believe that there is likely to be a breach of security or misuse of the Licensed Service, PRS for Music may disable the Licensee's account and shall notify the Licensee accordingly.
6. The Licensee is responsible for the provision of suitable terminals, modems, software and other equipment at the Licensee's premises for use with the Licensed Service and, if necessary, for the provision of any communications line to permit access to the Licensed Service.
7. PRS for Music reserves the right to alter the contents and manner of presentation of any or all of the Licensed Service Materials and the method of supply to the Licensee at any time at its absolute discretion.
8. Without prejudice to the generality of clause 12, PRS for Music:
(a) does not guarantee that the Licensed Service will be available at all times, but subject to clause 8(b) below will use its reasonable endeavours to ensure that the Licensed Service is available 24 hours per day;
(b) will from time to time suspend any or all of the Licensed Service(s) for reasons of maintenance. PRS for Music shall have no liability to the Licensee for any suspension of the Licensed Service under this clause. In the event that PRS for Music shall be prevented by maintenance or circumstances beyond its reasonable control from providing the Licensed Service or otherwise fulfilling any of its obligations hereunder, then the Licensed Service and/or such obligations shall be suspended for so long as such cause shall continue to have effect.
9. Unless previously approved in writing by PRS for Music, neither Licensee nor the User shall itself or by any employee or agent:
(a) use the Licensed Service other than for the Purpose;
(b) sell, license or in any way dispose of or make available any information or data comprising the Licensed Service Materials to any third party;
(c) cause or permit the Licensed Service or any part thereof to be shared, transmitted or reproduced whether in machine readable form, in printed form or in any other form whatsoever, or used otherwise than as expressly set out in the Agreement;
(d) permit the Licensed Service to be used by anyone other than the Users;
(e) carry out any acts restricted by copyright (including, for the avoidance of doubt, in any database) and/or the database right in respect of the information comprising the Licensed Service Materials except as expressly set out in this Agreement.
(f) use or exploit the Licensed Service or any part of it or any information comprised in whole or in part of the Licensed Service Materials for the purpose of creating any rival product or service which is similar to the Licensed Service.
10. The Licensee shall not assign, transfer or sub-license any of its rights or obligations under the Agreement to any other party, including without limitation any affiliated company, without the prior written consent of PRS for Music.
11. All Intellectual Property Rights in the Licensed Service Materials and all data comprising or obtained using the Licensed Service shall be and remain the sole and exclusive property of PRS for Music or PRS or MCPS (or their members, as applicable) or their licensors. The Licensee agrees to execute any documents and to provide any necessary permission to give effect to this clause.
12. PRS for Music will operate the Licensed Service with reasonable skill and care and use its reasonable endeavours to promptly remedy any faults in the Licensed Service of which it is aware. However, the Licensee acknowledges that the information comprising the Licensed Service is vast and originates from a variety of sources, and that furthermore it is not always possible for PRS for Music to verify the accuracy of such information. Therefore:
(a) the Licensed Service is provided "as-is" and is available without any warranty or representation being made as to quality, fitness for purpose or use;
(b) except as set out in this clause 12, PRS for Music makes no warranties, conditions or representations that the operation of the Licensed Service will be error free or without interruption;
(c) except as set out in this clause 12, PRS for Music makes no warranties, conditions or representations that the information derived from use of the Licensed Service Materials is accurate;
(d) any condition or warranty which might be implied into this Agreement by statute or common law is hereby excluded so far as may be permitted by law; and
(e) subject to clause 14, the Licensee agrees that its only remedy (including for negligence) relating to the use of the Licensed Service is for PRS for Music to endeavour to remedy faults. 13. Subject to clause 14, PRS for Music shall not be liable for any loss, damages, costs, expenses or other claim for compensation whatsoever, whether occasioned by the negligence of PRS for Music, its servants, agents or otherwise, which arises out of or in connection with this Agreement (whether in contract or in tort), or which in any way relates to the Licensed Service or its use, to the extent that any such claim is for loss of profit, contracts, goodwill, anticipated savings, wasted expenditure, business interruptions or loss or corruption of data, or for any indirect, special or consequential loss.
14. PRS for Music does not exclude or limit liability for (i) death or personal injury resulting from any act of negligence of PRS for Music or (ii) for fraudulent acts or omissions of PRS for Music.
15. The Licensee shall take adequate measures to ensure that no User (or any other person under the control or authority of the Licensee) attempts to access any part of the Licensed Service, data, other information, or other network or computer systems of PRS for Music to which the Licensee is not expressly authorised under this Agreement.
16. The Licensee shall indemnify PRS for Music against loss, damages, costs or expenses resulting from claims of whatever nature which may be brought against the PRS for Music, PRS or MCPS or their members resulting from:
(a) the use by the Licensee or a User of the Licensed Service otherwise than in accordance with this Agreement; and
(b) any breach of clause 15 of this Agreement; and
(c) the Licensee's failure to ensure appropriate technical and organisational measures to safeguard the information obtained from the Licensed Service from unauthorised or unlawful disclosure.
Clause 16 shall survive the termination of this Agreement.
17. The Licensee shall have the right to terminate this Agreement by giving PRS for Music not less than 28 days written notice.
18. Without prejudice to any other right of PRS for Music either under this Agreement or in law, PRS for Music shall be entitled to terminate the Agreement or any or all of the Licensed Service(s):
(a) by giving the Licensee not less than 28 days notice; or
(b) if the Licensee is in material breach of any of the terms of this Agreement (including for the avoidance of doubt any one Licensed Service), and where, in the case of a breach capable of remedy, the Licensee having been notified of such breach, fails to remedy the same within 14 days.
19. In the event that the Licensee is adjudicated bankrupt, goes into receivership or any resolution is passed for its winding-up or liquidation (other than for the purposes of reconstruction or amalgamation) then PRS for Music shall be entitled to terminate this Agreement forthwith on notice to the Licensee.
19A. This Agreement shall terminate automatically in the event that the Licensee ceases to be a member of PRS and/or MCPS as the case may be.
19B. If the Licensee becomes aware of any of the following event or circumstances or believes that they will occur, the Licensee must notify PRS for Music immediately:
(a) an event specified in clause 19 (insolvency) or equivalent event in the territory in which the Licensee is situated;
(b) the Licensee or User breaches any material term of this Agreement;
(c) any other event which might adversely affect the Licensee's ability to comply with this Agreement (including any event which affects or may affect the User).
20. Without prejudice to any other right of PRS for Music either under this Agreement or in law, PRS for Music shall have the right to suspend access to any or all of the Licensed Service(s) whenever the Licensee and/or a User is in breach (or where PRS for Music has reasonable grounds to believe that the Licensee and/or User is or will be in breach) of this Agreement or any other agreement with PRS for Music, including for the purposes of this Agreement, the Licensee's contract of membership with each of PRS and/or MCPS such suspension to continue until the breach has been remedied or averted. PRS for Music may suspend access to any or all of the Licensed Service(s) under this clause without giving notice to the Licensee, although it will use reasonable endeavours to notify the Licensee of such suspension as soon as reasonably possible.
21.PRS for Music reserves the right to:
(a) alter any of the terms of this Agreement upon giving 28 days notice to the Licensee (subject to clause 21(b) below). In such event, the Licensee shall be entitled to terminate this Agreement by giving 14 days written notice to PRS for Music, provided that such notice is given within 14 days of receipt of notification by the Licensee of the amendment to the Agreement;
(b) add any new service from time to time, use of which is subject to acceptance of these terms and conditions in relation to such service and the additional terms and conditions set out in the schedule specific to the new service.
22. The Licensee and the User undertakes, on behalf of itself, its employees and agents, to hold all Confidential Information in the strictest confidence. The Licensee undertakes not to use any Confidential Information for any purpose other than the Purpose and shall take all reasonable steps to prevent unauthorised disclosure or use of all Confidential Information.
23. The Licensee and the User each undertakes to comply fully with the Data Protection Act 1998 and all related laws and regulations relating to the use and processing of personal data in relation to all information obtained as a result of its use of the Licensed Service or otherwise obtained under this Agreement. The Licensee undertakes to notify PRS for Music in writing if it intends to access the Licensed Service from outside the European Economic Area and to specify the territory in which access will take place. PRS for Music reserves the right following such notification to require that the Licensee does not access the Licensed Service from that particular territory, such requirement to be based on objective grounds.
24. This Agreement contains the entire agreement between the parties with respect to the subject matter.
25. The Agreement shall be governed by and construed in accordance with English law and PRS for Music and the Licensee agree to submit to the exclusive jurisdiction of the English Courts in regard to any matter arising out of pertaining to the Agreement.
Schedule 1 - PRS for Music Online Enquiry Service (Search our Database)
(1) This Schedule 1 sets out the additional terms and conditions of use particular to the Licensed Service known as the "PRS for Music Online Enquiry Service".
(2) This Licensed Service is to be used only by members of PRS for Music and members of MCPS ("Members") and only for the Purpose as defined in Schedule 1 clause (3) below.
(3) The Purpose is defined as follows:
for the sole purpose of Members checking correct registration of their interests in musical works and checking products and sound recordings which incorporate their musical works.
(4) Subject to the terms and conditions set out in the Agreement, including, in particular clause 9, agents appointed by Members are permitted to access this Licensed Service. For the avoidance of doubt, an agent appointed by a Member can access this Licensed Service on behalf of that Member solely for the Purpose defined in Schedule 1 clause (3) above.
Schedule 2 - Web Access to Combined Unmatchable performance usage (Claim unpaid PRS royalties)
(1) This Schedule 2 sets out the additional terms and conditions of use particular to the Licensed Service known as the "Web Access to Combined Unmatchable performance usage".
(2) This Licensed Service is intended for use by members of PRS for Music ("Members") and only for the Purpose as defined in Schedule 2 clause (3) below.
(3) The Purpose is defined as follows:
for checking Members' interests in unclaimed usage of musical works and for formally registering an interest where they are rightfully entitled.
(4) Subject to the terms and conditions set out in the Agreement, including, in particular clause 9, agents appointed by Members are permitted to access this Licensed Service. For the avoidance of doubt, an agent appointed by a Member can access this Licensed Service on behalf of that Member solely for the Purpose defined in Schedule 2 clause (3) above.
Schedule 3 - Web Access to Copyright Controlled Works (Claim unpaid MCPS royalties)
(1) This Schedule 3 sets out the additional terms and conditions of use particular to the Licensed Service known as the "Web Access to Copyright Controlled Works".
(2) This Licensed Service is intended for use by members of MCPS ("Members") and only for the Purpose as defined in Schedule 3 clause (3) below.
(3) The Purpose is defined as follows:
for checking Members' interests in unclaimed works and for provisionally registering an interest where they are rightfully entitled.
(4) Subject to the terms and conditions set out in the Agreement, including, in particular clause 9, agents appointed by Members are permitted to access this Licensed Service. For the avoidance of doubt, an agent appointed by a Member can access this Licensed Service on behalf of that Member solely for the Purpose defined in Schedule 3 clause (3) above.
Schedule 4 – Third Party Authorisation Mandate and Account Management Service
(1) This Schedule 4 sets out the additional terms and conditions of use pertaining to the Licensed Service known as Third Party Account Management Service.
(2) This Licensed Service is intended for use and may only be used by or with the authority of the Licensee and only for the purpose defined in clause (3) below.
(3) The purpose is defined as follows:
a.To manage the Licensee's membership account ("the Membership Account Management Rights");
b.To mandate one or more individuals to exercise the Membership Account Management Rights on behalf of the Licensee;
(4) In this Schedule:
a."Membership Account" means such personal data and/or other information as the Licensee may from time to time provide to and/or receive from PRS for Music by means of this Service for the purposes of and/or in the course of receiving from PRS for Music rights management services under the terms of the contract of membership between the Licensee and each of PRS and/or MCPS ("Membership Contract") as the case may be;
b."Online Access Rights" means the right to access one or more of the Licensed Services and such other service as PRS for Music may from time to time make available to Members on and subject to the terms and conditions of access to that service.
c."Third Party Authorisation Mandate" has the meaning given to it in the Terms and Conditions and includes any form in writing under which the Licensee has notified PRS for Music of one or more individuals to whom the Licensee has given authority to exercise one or more Membership Account Management Rights, including to the Online Access Rights, on the Licensee's behalf, and includes a mandate granted under this Licensed Service.
(5) Records of Third Party Authorisation Mandates made by the Licensee and/or User on the Licensee's behalf and held by PRS for Music for the purpose of providing the rights management services under the Membership Contract will in the absence of any obvious error or fraud be conclusive evidence of any mandate, instruction and/or authorisation given to PRS for Music by the Licensee and/or User on the Licensee's behalf, as the case may be.
(6) Termination of the Licensee's access to this Service will not of itself operate to terminate the Membership Contract (which may only be effected in accordance with the terms of that Contract).
