THE AGREEMENT: This Service Agreement (the “Agreement”) is a legal document between you, (the “Subscriber”) and Ace Media Productions, Inc. (the “Company”) that describes the relationship we are entering into. This Agreement covers your responsibilities as a subscriber and our responsibilities to you. Please ensure you read and understand the entirety of this document, as well as have a lawyer’s assistance if you desire, because each of the terms of this Agreement are important to our working relationship.
We may revise and update these terms from time to time in our sole discretion. All changes are effective immediately when we post them. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
During the term of this Agreement, ACE MEDIA PRODUCTIONS, INC. (hereafter referred to as “Company”) agrees to provide the Subscriber, at the installation Premises the following music, message, voice, signage, website, scent and additional services (“the Services”) as determined by receipt of purchase.
Subscriber shall not transmit the Services or permit the transmission of the Services by others or amplify the Service to be audible outside the premises. Subscriber shall not dub, modify, re-record, transcribe, or re-transcribe the Services in any manner or by any means or method. Subscriber understands that recordings in the Services may be copyrighted works. Subscriber shall not use the music service to displace a live orchestra, to transmit the programs by any means outside the designated premises. The Company shall not be responsible for any copyright fee or royalty which may become due because the music program provided hereunder is played in conjunction with commercial announcements for which Subscriber or any other person receives consideration.
Company-owned Equipment provided to be installed by Company or Subscriber, at the installation Premises remains the property of Company. Should equipment become obsolete for use or Subscriber discontinues paid services, Subscriber agrees to be invoiced for $250 and shall have the option to provide payment or return equipment to Company within 14 days. While in Subscriber’s possession, reasonable care shall be given to maintain good operating condition during normal business operating hours.
Subscriber shall not, directly or indirectly, sell mortgage, pledge, or otherwise dispose of or encumber any Company Equipment. Title to all Company provided Equipment (not transferred by a separate Equipment Sales Agreement) shall remain with the Company. Subscriber shall be responsible for maintaining a reasonable operating environment for Company owned equipment and shall be responsible for any loss, or damage resulting from negligence, misuse, accident, fire, or theft, and for repairs outside the ordinary course of business.
Subscriber shall not change the location of equipment supplied by the Company, or make any additions or alterations to it. Upon removal of equipment, the Company shall not be required to repair, replace or otherwise re-establish the premises to original condition. Subscriber is responsible for the maintenance and repair of equipment provided by Subscriber and used or interfaced to Company provided equipment.
In consideration of the Services and necessary Equipment to be provided as set forth above. Subscriber shall pay the Company any Activation fees and recurring monthly or annual charges, as reflected by purchase receipt, in advance. All recurring fees, whether paid monthly or yearly, and are payable in advance of Service. No partial refunds provided for unused service.
Unless otherwise specified in this Agreement, all monthly charges and fees due are payable in advance during the term of this Agreement. Subscriber shall pay a standard reconnection fee following a cancellation of Services due to non-payment of monthly charges and fees for Services.
4. TERM AND TERMINATION
Services under this Agreement shall remain in effect for an initial Term agreed upon by Subscriber as indicated on the receipt, beginning from the Date of Purchase. Services shall be automatically renewed for subsequent equal terms unless terminated by either party by providing written notice to the other party at least thirty (30) days prior to the end of the initial or subsequent Term.
Upon cancellation Subscriber promises to remove and otherwise prevent all Ace Media provided content from continued use and/or playback through any other system, means, or Third-party platform.
5. COPYRIGHT FEES
The Company agrees to pay all public performance fees in the use of copyrighted music used in accordance with the terms and conditions as set forth in this Agreement.
6. SALE OR RELOCATION OF BUSINESS
Sale, transfer, or change in location of Subscriber’s business by the Subscriber herein designated shall not reduce, eliminate or otherwise affect its obligation under this Agreement. The Subscriber cannot sell, transfer or assign its rights or obligations under this Agreement without the prior written consent of the Company. For purposes hereof, the sale of a majority or more of the ownership interests in the Subscriber shall constitute a sale, assignment or transfer requiring consent. This Agreement may be assigned by the Company at any time.
7. TAXES AND INCREASE IN FEES
In the event that taxes applicable to the Services are levied and required to be collected by the Company, the Subscriber agrees to pay such taxes to the Company upon request. The Company reserves the right to increase monthly recurring Service charges to the Subscriber. In the event that the Service Fee payable hereunder be increased by the Company by more than 10% in any one (1) year period, the Subscriber shall have the right, at any time within 10 days after the date upon which written notice of such increased Service fee was mailed by the Company, to notify the Company by certified mail that Subscriber elects not to accept said increase Service Fee. Upon receipt of such notice of election from Subscriber, the Company shall then have the option within 30 days to (1) cancel the increase, (2) limit the increase to 10% or less, or (3) notify Subscriber of Subscriber’s right to terminate this Agreement by giving the Company 7 day’s written notice by certified mail. Such termination shall not release the Subscriber of any obligations which accrued prior to the time of such termination.
The Company may, with regard to certain routine communications relating to program activities, utilize phone or electronic delivery, by chat or email, to communicate with you. You may use email or chat to contact us about inquiries, maintenance and/or some problem resolution issues. Email or chat may not be a secure method of communication. Therefore, we recommend you do not send confidential, personal, or financial information by email. There may be times when you need to speak with someone immediately (especially to report lost or stolen Login credentials, or to stop a payment). In these cases, do not use email. Instead, call us at 1-800-892-9179.
An electronic communication shall be deemed written notice for purposes of this Section 4 provided that receipt of delivery is confirmed by the receiving party to the sender. The effective date of any written notice sent electronically shall be deemed effective on the date acknowledged by recipient.
9. INTERRUPTION OF SERVICES
ACE MEDIA PRODUCTIONS, INC. shall not be liable for any failure or interruption of service due to acts of God, lightning strikes, power failure, emergencies, mechanical failure, governmental action, action or inaction by the Subscriber, its employees, agents, invitees, 3rd party service providers, or any other cause beyond the Company’s control. For any failure or interruption other than those set forth above that is in excess of twenty-four (24) hours and that is brought to the Company’s attention in writing within forty-eight hours after the commencement of such failure or termination, the time of interruption of service beyond twenty-four (24) hours shall be credited on a pro-rata basis based on the monthly fee to the next monthly bill of the Subscriber. Said credit shall be the sole and exclusive remedy of Subscriber with respect to any interruption or failure of the business of the Subscriber.
10. DEFAULT AND REMEDIES
Default in payment or violation of any term of the Agreement by Subscriber shall cause the entire Agreement balance to become due and payable to the Company as liquidated damages. Any amounts not paid when due shall bear interest at 1.5 % per month. In the event of such default or violation, the Company shall have the right without notice to enter the premises of Subscriber to remove the Equipment owned by the Company and provided for the exclusive use of the Subscriber and discontinue the Services. If it becomes necessary for any reason for the Company to retain an attorney for the collection of any amount due hereunder or to otherwise enforce any terms and provisions of this Agreement, then the Subscriber shall be liable to the Company for all attorney’s fees and costs incurred by the Company, whether or not the suit is actually filed against the Subscriber. Such obligations shall be due and payable upon demand and any amounts not paid within five days after receipt of such demand shall bear interest at the rate set forth above.
11. ENTIRE AGREEMENT
All conversations, negotiations, representations, promises or warranties expressed or implied are superseded by THIS AGREEMENT, which constitutes the entire and only Agreement for Services described herein. It may be modified only by an agreement in writing, signed by an authorized representative of each party, expressly purporting to modify this Agreement.
12. ABSENCE OF WARRANTIES
There are no warranties, including any warranty of merchant-ability or fitness for a particular purpose, given in connection with the supply of Services by the Company Texas law shall govern the construction and interpretation of this Agreement.
13. GOVERNING LAW
Subscriber hereby irrevocably consents to the jurisdiction of any State or Federal Court in the City of Austin, Texas or TRAVIS County. SUBSCRIBER HEREBY IRREVOCABLY WAIVES TRIAL BY JURY AND ANY OBJECTIONS, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS WHICH SUBSCRIBER MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH JURISDICTION.
All notices required to be sent by either party shall be sent to the respective addresses. Company address can be found on the Contact page of the website and to the Subscriber at the address on the receipt or contained within the stored user data.
No failure to exercise nor any delay in exercising on the part of the Company, any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise or any right, power or privilege constitute the waiver of any other rights or remedies. All rights and remedies are cumulative and may be exercised singly or concurrently and are not exclusive. Any waiver shall not be valid unless in writing and shall not be construed as a bar to any right or remedy with the Company would have in the future.
Any provision of this Agreement which is not material to the benefit obtained by either the Subscriber of the Company pursuant to this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.Electronic Notice. The Parties may, with regard to certain routine communications relating to program activities, agree to accept electronic delivery, by fax or email, provided that such receipt of such delivery is confirmed to the sending Party by the receiving Party. The effective date of any communication sent electronically shall be the date transmission is completed.