Terms and Conditions

Terms and Conditions

1. Scope of the agreement, parties and basis of agreement
2. System and Equipment Requirements
3. Time of delivery
4. Performing Rights Organizations (“PROs”) fees (“Licensing fees”)
5. Late payment
6. Proper use and defects
7. Limitations of Liability
8. Product liability
9. Freedom from liability – force majeure
10. Intellectual Property
11. Violation of Third-Party Rights
12. Indemnification
13. Support
14. Assignment
15. Changes
16. Notices
17. Confidentiality
18. No waiver
19. General compliance with law
20. Law and venue

1. Scope of the agreement, parties and basis of agreement

1.1 These Terms and Conditions apply to any sale from My Instore Radio ApS, Company reg.no. 33 86 72 63 (“My Instore Radio”), to customers (“Customers / Customer”), and the Customer’s use of products and license brought from My Instore Radio, if not otherwise is expressly agreed in writing between the parties.

1.2 These Terms and Conditions are part of any order which the Customer submits to My Instore Radio. Other terms and conditions specified by the Customer on the Order or other documents sent by the Customer to My Instore Radio are not applicable unless these are expressly accepted by My Instore Radio in writing. My Instore Radio’s acceptance of the Customer’s Order is not at the same time an acceptance of the Customer’s conflicting or additional terms or conditions.

1.3 The Customer’s music streaming service agreement together with these Terms and Conditions and Terms of Use and any document referenced herein constitutes the entire agreement (“Agreement”) between the Customer and My Instore Radio.

1.4 The Customer must notify My Instore Radio immediately, if the Customer changes its status as a legal entity, is placed under bankruptcy or restructuring proceedings, comes under compulsory dissolution or enters into voluntary liquidation.

2. System and Equipment Requirements

2.1 My Instore Radio is a company delivering systems for streaming music, ads, jingles, videos and still images from My Instore Radio server facilities to MIR Media Players and MIR Streaming Apps (“Product”).

2.2 In order to use the Product, the Customer is required to have the following items, which may change from time to time and is the Customer’s responsibility:

1. An active My Instore Radio account in good standing for receipt of the service.
2. A computer or smartphone with web browsing capabilities or the ability to run the MIR Streaming App by which to manage the My Instore Radio account.
3. A MIR Media Player that has been issued to the Customer directly by My Instore Radio or the MIR Streaming App.
4. Internet access. Internet access is not included as part of the service, and third-party fees may apply. Because use of the service involves software and Internet access, the Customer’s ability to use the service may be affected by the performance of the Customer’s broadband service. Wired broadband is therefore recommended, but wireless can be used. My Instore Radio is not responsible for service interruptions caused by disruptions of the Customer’s internet service.
5. For music: A sound system, including one or more amplifiers that can be connected to the MIR Media Player’s RCA output.
   For digital signage: A screen that can be connected to the MIR Media Player’s HDMI output.

3. Time of delivery

3.1 The delivery times are stated subject to possible subcontractor delay. If a subcontractor delay is considered likely, the Customer will be notified immediately with information on the expected new delivery time.

3.2 In the event of any significant delay, the Customer has the right to cancel the purchase.

3.3 My Instore Radio is not responsible for any loss – either direct or indirect – that the Customer may suffer due to the delayed or missing delivery.

4. Performing Rights Organizations (“PROs”) fees (“Licensing fees”)

4.1 In some countries My Instore Radio must pay Licensing fees to PROs and / or holders of rights to direct licensed music for the use of the music. In other countries the Customer must do so. In some countries both My Instore Radio and the Customer must do so. This depends on the local legislation and the situation. The Licensing fees My Instore Radio is obligated to pay to PROs and / or holders of rights to direct licensed music recognized by My Instore Radio to cover regular streaming of music for background music in the Customer’s locations(s) is included in the price the Customer pays My Instore Radio. Any other situation e.g. where the Customer is obligated to pay a Licensing fee to the PROs to cover the use of music or have an additional agreement directly with the PROs, are not covered by the Agreement. This will in most countries include but is not limited to: (a) music used by a DJ or VJ or to displace a live orchestra; (b) music used in areas of a service location where an admission fee or cover charge is charged; (c) music used to accompany dancing (including ballrooms, discotheques and dance studios), bowling, skating or instructed health club classes; or (d) music included in commercial television programming or digital signage. The Customer must therefore be particularly aware that the right to use music for other purposes than background music such as to displace a live performance, to accompany dancing, in or as background music for content that the Customer uploads to My Instore Radio’s system, including jingles, ads, videos etc. is not covered by this Agreement. Such use may lead to independent demands for license fee payments by the Customer to e.g. Performing Rights Organizations.

4.2 In the event that the Customer uses the Product, or the music is made available through the Product in connection with any of the foregoing uses or any uses not considered background music, the Customer is responsible for obtaining the Customer’s own performance rights licensing. If the Customer is unsure if the Customer’s business will be covered by My Instore Radio’s licensing, please call us to confirm before purchase. In countries where the Customer as the user must pay an additional copyrights fee based on the sales area and / or number of employees, the Customer is responsible for obtaining the Customer’s own performance rights licensing.

4.3 The Customer represents and warrants that the Customer shall pay any Licensing fees etc. to e.g. PROs (in some cases via My Instore Radio) to ensure that the Customer’s use of any intellectual property rights via the Product is not violating any rights.

5. Late payment

5.1 If the Customer does not pay on time, and the delay is not due to My Instore Radio’s circumstances, My Instore Radio is entitled to terminate the Agreement and calculate default interest from the due date at an interest rate equivalent to 1,5% per month or part thereof and to collect payment for all invoiced and delivered goods regardless of previously agreed credit conditions.

6. Proper use and defects

6.1 The Customer shall ensure that the music available on and via the Product is not transmitted, re-transmitted or amplified beyond the location(s) identified on the Customer’s account or copied or modified in any manner or by any means.

6.2 The Customer is solely responsible for using the Customer’s My Instore Radio streaming account to select music, ads, jingles, videos and still images, digital sound recordings and ensuring that the content is appropriate for the needs and sensitivities of the Customer’s business. My Instore Radio’s Explicit Content feature is activated by default; however, the Customer can freely change the default settings to adjust and thereby exclude certain music including explicit lyrics, content, topics, themes and innuendo etc.

6.3 The MIR Media Players are the property of My Instore Radio. The Customer is responsible for treating the MIR Media Player properly. The Customer is obliged to follow any instructions regarding installation, setup, use, maintenance and updating, etc. issued by My Instore Radio. The Customer also undertakes to only use the MIR Media Player for its intended purpose. The Customer agrees to only access the Product using the MIR Media Player issued directly to the Customer by My Instore Radio or the MIR Streaming App. All IT equipment should be placed behind a firewall. This also applies to the MIR Media Player. We refer to the installation guide and our Technical Checklist regarding protection and handling of the MIR Media Player.

6.4 The MIR Media Player is not transferrable, and the Customer is prohibited from using another media player to access the Product and from transferring the Customer’s MIR Media Player to any other person or entity. In the event a MIR Media Player other than the one issued to the Customer directly comes into the Customer’s possession, the Customer shall contact My Instore Radio to arrange for the return or exchange of the MIR Media Player immediately.

6.5 Upon My Instore Radio’s request, the Customer must destroy or return the MIR Media Player to My Instore Radio at the Customer’s own expense. Any return of MIR Media Players shall be made according to the “MIR Media Player Return details” issued by My Instore Radio.

6.6 The Product is provided on an “as is”, “as available” and “with all faults” basis without warranties of any kind, either express or implied, including all implied warranties of merchantability, fitness for a particular purpose, title, and noninfringement.

6.7 My Instore Radio and its respective directors, officers, employees, affiliates, agents, contractors, partners or licensors (“Covered Entities”) does not guarantee, represent, or warrant that the use of My Instore Radio’s platform etc. will be error-free or available without interruption, that defects will be corrected, or that the platform or the server that makes the service available is free from loss, corruption, attack, viruses, interference, hacking, harmful components or the like. Users and companies should therefore always secure data that they do not want to lose.

6.8 My Instore Radio shall use reasonable efforts to protect information submitted by the Customer in connection with the service, but the Customer acknowledges and agrees that the Customer’s submission of such information is at the Customer’s sole risk, and the Covered Entities hereby disclaim any and all liability to the Customer for any loss or liability relating to such information in any way.

6.9 Upon receipt of the Product and MIR Media Players, the Customer has a duty to investigate and must report immediately if defects are found, otherwise the Customer loses its rights. If it is a hidden defect, however, complaints must be made within two years from delivery.

7. Limitations of Liability

7.1 My Instore Radio is not liable for defects that are due to errors or negligence on the part of My Instore Radio’s suppliers or are otherwise due to the suppliers’ circumstances. To the extent that My Instore Radio has a justified claim against a supplier, My Instore Radio transfers this claim to the Customer, and the Customer is obliged to direct its claim directly against the supplier.

7.2 In no case shall My Instore Radio and their respective directors, officers, employees, affiliates, agents, contractors, partners or licensors be liable for any direct, indirect, incidental, punitive, special, or consequential damages or tort, including but not limited to operating losses, loss of data and costs for their restoration and loss of profit, but not limited to arising from the Customer’s use of any of the Product, the MIR MEDIA Player or the MIR Streaming App or for any other claim related in any way to the Customer’s use of the service or the MIR MEDIA Player, including, but not limited to, any errors or omissions in any service, even if advised of their possibility. In no event will My Instore Radio’s liability be greater than the fees paid by you to My Instore Radio during the twelve (12) months prior to the event giving rise to such claim or action.

7.3 The Customer is solely responsible for and hereby release My Instore Radio from any and all claims or liability relating to explicit lyrics, content, topics, themes and innuendo etc. included within the Product that may be objectionable to the Customer, the Customer’s employees, the Customer’s clientele and anyone else.

7.4 To the extent that My Instore Radio may be held liable towards third parties, the Customer is obliged to indemnify My Instore Radio to the extent that such liability extends beyond the limits set out above. The Customer is obliged to be sued by the same court that deals with compensation claims against My Instore Radio in connection with damage allegedly caused by an error in one of My Instore Radio’s deliveries.

8. Product liability

8.1 My Instore Radio is only liable for damage caused by the Delivery to persons in and so far as liability cannot be written off according to the indispensable legislation in force at any time. In addition, My Instore Radio assumes no product liability.

9. Freedom from liability – force majeure

9.1 The following circumstances lead to freedom from liability when they occur after the conclusion of the Agreement and prevent its fulfillment: Labor disputes, strikes, lockout and any other circumstance beyond the control of the parties, such as fire, war, unforeseen military calls-up of similar magnitude, acts of sabotage, seizure, currency restrictions, riots and disturbances, lack of means of transport, general scarcity of goods, restrictions on means of motive power, epidemics, pandemics and shortfalls in deliveries from subcontractors, or delays in such deliveries due to any of the circumstances mentioned in this point.

9.2 The party that wishes to invoke any of the circumstances mentioned must, without undue delay, notify the other party in writing of the occurrence and termination of the event.

9.3 Both parties are entitled, by written notice to the other, to terminate the agreement when its fulfillment within a reasonable time becomes impossible due to any of the circumstances mentioned in this point.

10. Intellectual Property

10.1. The Customer agree that the Product, including but not limited to content, metadata and graphics, contains proprietary information and material that is owned by My Instore Radio and / or licensors, and that is protected by applicable intellectual property and other laws, including but not limited to copyright, patent, and trade secret laws. The Customer agrees that it shall not use such proprietary information or materials in any way whatsoever except for use of the Product in compliance with the terms of the Agreement. No portion of the Product may be reproduced in any form or by any means, except as expressly permitted hereunder. The Customer agrees not to modify, rent, lease, loan, sell, or distribute the Product, or create derivative works based on the Product or MIR Media Player, in any manner, and the Customer shall not exploit the Product in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity.

10.2 All copyrights in and to the Product, content, software, the MIR Media Player, and the MIR Streaming App, are owned by My Instore Radio, who reserve all their rights in law and equity. The use of the software, the MIR Media Player, or any part of the service, except for use of the service as permitted in the Agreement, is strictly prohibited, and infringes on the intellectual property rights of My Instore Radio and may subject you to civil and criminal penalties, including possible monetary damages, for copyright infringement.

10.3 My Instore Radio and trademarks, service marks, graphics, and logos used in connection with the Product are trademarks or registered trademarks of My Instore Radio in Denmark and / or other countries. You are granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks.

11. Violation of Third-Party Rights

11.1 The Customer represents and warrants that the Customer has obtained all necessary rights and permissions to submit and use all data and intellectual property rights which the Customer submits to the Product. Furthermore, the Customer represents and warrants that all data and intellectual property rights which the Customer submits to the Product will not violate 1) any laws, 2) any third party’s intellectual property rights, privacy, or other rights, or 3) any of My Instore Radio’s or third party’s policies or terms that regulates the Customer’s data.

11.2 The Customer shall promptly notify My Instore Radio upon becoming aware of any claim, action or proceeding for infringement, misappropriation, or violation of intellectual property rights regarding the Product, MIR Media Player or MIR Streaming App.

12. Indemnification

12.1 The Customer shall defend and indemnify My Instore Radio and our affiliates, directors, agents and employees from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or arising out of or is related to the Customer’s possible or actual violation of these terms.

13. Support

13.1 E-mail support is available Monday to Sunday. Phone support is available all working days. All contact details can be found on the MIR Media Player or on www.myinstoreradio.com.

14. Assignment

14.1 The Agreement may not be assigned by the Customer without the written consent of My Instore Radio; however, the Agreement is fully assignable by My Instore Radio.

15. Changes

15.1 My Instore Radio reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify these Terms and Conditions.

16. Notices

16.1 My Instore Radio may send the Customer notices by sending an email message to the email address listed in the Customer’s Account information, by sending a letter via postal mail to the mailing address listed in the Customer’s Account information, or by posting updated Terms and Conditions at www.myinstoreradio.com/terms-and-conditions or Terms of Use at www.myinstoreradio.com/terms-of-use. Notices shall become effective immediately.

17. Confidentiality

17.1 Duty of confidentiality exists for all aspects of the parties’ business operations, processes and internal knowledge that are not publicly known. Duty of confidentiality does not end with the Agreement.

17.2 The Customer agrees that My Instore Radio has the right to cooperate with any legal process relating to The Customer’s use of the Product and / or content, and / or a third-party claim that the Customer’s use of the Product and / or content is unlawful and / or infringes such third party’s rights. The Customer further agrees that My Instore Radio has the right, without liability towards The Customer, to disclose any information to law enforcement authorities, government officials, and / or a third party, as My Instore Radio believes is reasonably necessary or appropriate to enforce and / or verify compliance with any part of the Customer’s Agreement or the My Instore Radio Terms of Use.

18. No waiver

18.1 My Instore Radio’s failure to enforce any right or provisions in the Agreement will not constitute a waiver of such provision, or any other provision of the Agreement.

19. General compliance with law

19.1 The Customer shall comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to the Customer’s use of the Product, MIR Media Player and MIR Streaming App.

20. Law and venue

20.1 All disputes arising out of or in connection to the Agreement or its appendixes shall be tried at the Court of Aarhus as first court instance. Disputes are to be tried under Danish national law, excluding international private laws and the Convention on Contracts for the International Sale of Goods.