HomeMy WebLinkAbout2009-114-Visitor Bureau-Music service agreement Avg i
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MUSIC SERVICE AGREEMENT
Rate of Agreement InstallationRecontract Date (" Effective Date"}
Subscriber Name ` r f Note: Agreement term commences upon installation/recontract date
Subscriber Address ("Serviced Preis Sj �r Billing Address
Address W �- " Address I
City , te zip5 7 City . State Zia
Telephone Telephone
Facsimile Facsimile
1 . SERVICES
During the term of this Agreement, Muzak LLC ("Muzak") agrees to provide to the Subscriber, at the Serviced Premises, the following services
(the "Services") :
Af At
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M u z a k 2 . EQUIPMENT
The following equipment sholl be installed at the Serviced Premises for the receipt of the Services :
a . Purchased Equipment (see attached Purchase Agreement) :
b . Muzak- Owned Equipment:
3 . FEES
In consideration of the Services and equipment to be provided as set forth above , Subscriber shall pay Muzak as follows:
a . An equipment installation charge of
O $ Satellite O $ On - Premises
$_ Other
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b , A one-time equipment installation charge of $ � `t c � �. j5t'b M
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c. A recurring monthly service charge of $ Fees payable in advance of each: O month O quarter O half year O year
d . A one -time opening Media library charge of $ for pieces of Media ( day rotation plan) .
e. A down payment of $
£ Maintenance monthly service charge of $
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4 , TERM
This Agreement shall remain in effect for an initial term of sixty (60) months from the Effective Date and shall be automatically renewed for subse-
quent sixty (60) month terms. Either party hereto may cancel the automatic renewal provisions of this Section by providing written notice to the
other party by certified mail at least ninety (90) days prior to the expiration of the initial or any subsequent term,
5 , USE OF SERVICES
Subscriber shall not transmit the Services or permit the transmission of the Services by others or amplify the Services so as to be audible outside the
Serviced Premises. Subscriber shall not dub, record, re-record , transcribe, or re4ronscribe the Services in any manner or by any means or method .
Subscriber understands that recordings included in the Services may be copyrighted works , Subscriber shall not use the Services (1) to displace a
live orchestra, (11) as an accompaniment to dancing , skating, aerobics or other similar forms of physical activity or entertainment, or (iii) in those
areas for which an admission fee is charged in any premises , i
6 . PROVISION OF EQUIPMENT
Subscriber hereby grants to Muzak (subject to any necessary government or third party approvals) the right to install all necessary equipment for
receiving the Services . Subscriber shall be solely responsible for obtaining any governmental or third party approvals for the installation of such is
equipment, and for all costs associated therewith . Subscriber shall not, directly or indirectly, sell, mortgage , pledge, or otherwise dispose of or
encumber any Muzak-owned equipment. Subscriber shall adequately insure Muzak-owned equipment against damage or loss and present evi-
dence of such insurance to Muzak upon request, and shall , upon expiration or earlier termination of this Agreement, promptly return to Muzak all
such equipment in good condition (or pay the full replacement value thereof) . Upon removal of the equipment, Muzak shall not be required to
repair, replace or otherwise re-establish the Serviced Premises to their original condition .
7 . MAINTENANCE AND CARE OF EQUIPMENT ! '
Muzak shall maintain the receiving network equipment (e, g . : satellite dish , DBS receiver, SCA receiver, tape deck, CD player or other receiving
equipment) for the term of the contract at no additional charge unless Section 3 (f) above specifies a "monthly maintenance service charge , "
Microphones will be maintained for a period of 90 days and all other equipment, for a period of one year from the date of installation at no addi -
tional charge to Subscriber. All maintenance shall be exclusively limited to that resulting from ordinary and proper use of the equipment.
Maintenance of equipment not specifically required to be performed by Muzak shall be the responsibility of Subscriber, Thereafter, or in the event
of maintenance during the first year that does not result from ordinary and proper use, Subscriber shall pay Muzok's usual and customary repair
charges . Muzak's obligations under this Section are in lieu of all other warranties, express or implied relating to the equipment, including implied
warranties, of merchantability and fitness for a particular purpose , Except for Muzak's maintenance obligations as set forth herein,/ Subscriber shall
indemnify Muzak and hold it harmless from and against any and all losses, claims, and expenses relating to the equipment provided hereunder to
Subscriber, including without limitation losses caused by accidental fire, theft, or misuse of the equipment. Subscriber shall provide adequate elec-
trical outlets and power for the equipment,
Please retain duplicate copies for your records,
MW01 11 . 17
S . PROVISION . OF MEDIA
. In the event that the. Services are provided by means of an on - premises product such as tapes, cassettes, compact discs, or other recorded media
( referred to collectively es , "Media") , such Media will be mailed or otherwise delivered to Subscriber and Muzak shall promptly replace without
charge any Media that is defective when received . Subscriber shall return all Media at the time and in the manner designated by Muzak or pay
Muzak the replacement value of each piece of Media that is not so returned or that is returned in damaged condition . Subscriber shall not change
or remove any lettering; insignia , or other indicia on the Media . Under no circumstances shall title to the Media pass to Subscriber, and Subscriber
shall not, directly or indirectly, sell , mortgage, pledge or otherwise dispose of or encumber the Media .
9 . OTHER% CHARGES AND FEES
a. Subscriber •shall pay Muzak the incremental cost of any increase in copyright fees charged by ASCAP, BMI or other similar entitles beyond what
is charged as of the date hereof (whether as a result of commercial announcements for which consideration is received , or otherwise), and any
sales , use, excise, or other taxes or governmental charges (except income taxes) arising under this Agreement.
b . Unless otherwise specified, all charges and fees due are payable in advance of the billing term of this Agreement. Late payments of fees and
charges due hereunder are subject to interest charges not to exceed the maximum rate permitted by law.
c. All shipments of Media shall be F.O. B . Muzak's distribution facility.
d . Muzak reserves the right to increase the monthly service charge to Subscriber, such increase not to exceed ten percent in a one year period .
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e . Subscriber shall pay a standard fee for each requested change in music programming .
f. Subscriber shall be responsible for obtaining any necessary permits associated with the provision of the Services to Subscriber.
g . Subscriber shall pay any necessary telephone4ne charges associated with the provision of the Services to Subscriber.
h . Subscriber shall pay a standard reconnect/disconnect fee for each re- connection of the Services followinga cancellation due to non - a ment
or for any other reason, and for each subsequent disconnection. p y 4
10 . INTERRUPTION OF SERVICE 1
Muzak shall not be liable for any failure or interruption of Services due to acts of God, strikes, power failures, emergencies , mechanical failure, ',
governmental action , action or inaction by the Subscriber, its employees, agents, invitees or any other cause beyond Muzak's control . For any fail -
ure or interruption other than those set forth above that is in excess of twenty-four (24) hours and that is brought to Muzak's attention in writing
within forty-eight (48) hours after the commencement of such failure or termination, the time of interruption of Services beyond twenty-four (24)
hours shall be credited on a prorata basis based on the monthly fee to the next bill of Subscriber. Said credit shall be the sole and exclusive reme-
dy of Subscriber with respect to any interruption or failure of the Services. Muzak shall not be liable for any incidental or consequential damages
whatsoever. If the Services are provided by means of the EchoStor direct broadcast satellite system , and such delivery system becomes unavailable,
Muzak may provide the Services via an alternative delivery system.
11 . SALE OR CHANGE OF SUBSCRIBER ADDRESS
Sale, transfer, closure 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. This Agreement may not be assigned by Subscriber without the prior written consent of Muzak which
shall not be unreasonably withheld . Muzak, in its sole discretion , may assign the Agreement without the consent of Subscriber,
12 . REMEDIES UPON SUBSCRIBER DEFAULT
Default in payment or violation of any terms of this Agreement by Subscriber shall cause the entire contract balance, including past due amounts,
to become immediately due and payable to Muzak as liquidated damages. In the event of such default or violation, Muzak shall have the right
without notice to enter the Serviced Premises of Subscriber and remove the equipment and any Media and discontinue the Services. If Muzak is
required to bring legal action to enforce the terms of this Agreement, all such legal fees and related costs incurred in connection with such action
shall be borne by the Subscriber.
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13 . GENERAL
This Agreement constitutes the sole and entire understanding between parties with respect to the subject matter hereof and supersedes all prior
conversations, representations, promises whether verbal or written . No modification of this Agreement shall be valid unless made in writing and
signed by each party. The provisions of this Agreement are severable, if any clause or provision shall be held invalid or unenforceable, in whole
or in part, then such invalidity shall attach only to such clause or provision, or part thereof, and shall not affect any other clause or provision .
Muzak shall have the right to modify or terminate this Agreement in the event that any license agreement applicable to Muzak's provision of the
Services (including those with ASCAP or BMI) is modified or terminated . The person executing this Agreement on behalf of Subscriber represents
or warrants that he or she has the power and authority to sign this Agreement on behalf of Subscriber.
14 . CONTRIBUTION - MUZAK HEART & SOUL FOUNDATION
Music education con change the life of a disadvantaged child by giving him or her the chance to grow intellectually, economically, and spiritually.
Subscriber desires to give the gift of a future filled with music by supporting the Muzak Heart & Soul Foundation with a monthly contribution .
O $ 2 per month/location O $ 5 per month/location O $ 10 per month/location O Other
Muzak LLC is acting as an agent for the Muzak Heart & Soul Foundation (MH&SF) which is organized as a separate non -profit corporation .
Subscriber's contribution to MH&SF is being made in addition to any music and equipment fees specified in this Agreement. MH&SF is a federally
recognized 501 (c) (3) charitable organization .
This Agreement shall become binding on the parties hereto when signed by Subscriber and accepted and approved by Muzak.
k LLC Su scriber
or
AE Signature — Accepted ompa y Name
Print Name Au horize ignature
Manager's Signature — Approved Print 1
Title
Date
Please retain duplicate copies for your records.
MSA•O1 11 . 17