TERMS OF SERVICE ("TOS")
The following is a legal agreement between entity on whose behalf you are entering into this agreement ("you" or "Customer") and The Mo'Joes OÜ, Registration Code 12194618, Kentmanni 7-38, Tallinn, Harju County, 10116, Republic of Estonia as the licensor (hereunder „Mash Machine“).
Terms used in this Agreement are as follows:
Mash Machine Device – the music instrument that allows playing music through placing controllers on its surface.
Mash Machine Content Licensing Model – the content license model provided by Mash Machine to use the Mash Machine Device for the purpose of public performances.
Sound – packs of music loops, arranged and produced for use with Mash Machine Device.
Event – an occasion where Mash Machine Device is used for public performance or entertainment.
Software – a code of computer program operating Mash Machine Device.
Mash Machine reserves the right to change these TOS at any time, and you agree to be bound by such changes. If and when changes are made to these TOS, an announcement will be sent to your email.
This license authorizes you to download and use Software and Sound for Mash Machine Device for the purposes of providing public performance services in Event via Mash Machine Content License Model.
Mash Machine owns and holds all intellectual property, including the rights of Software and Sound. Your right to use Software and Sound are subject to this license agreement and are conditioned upon you making payment to Mash Machine. If you fail to make any payment to Mash Machine when due, your rights to use Software and Sound will be deemed null and void.
Provided that you were not otherwise in breach of any of the terms hereof (or of the terms of any other agreement between you and Mash Machine), you have the right to use Software and Sound subject however, to these TOS. If your right to use Software and Sound becomes null and void, your right to use Software and Sound shall automatically terminate unless all payments together with any interest thereon and Mash Machine's costs of collection, bank charges are received by Mash Machine no later than fourteen (14) days from the date that your right became null and void.
Mash Machine hereby grants you a non-exclusive, non-transferable right to use, sub-license and publically perform Sound during Event on Mash Machine Device according to the restrictions and license fees specified in the HEADS OF AGREEMENT.
Software, Sound and rights relating to them, including related copyrights, remain the sole and exclusive property of the Mash Machine. This license provides you with the limited right to publicly perform and make available Sound for commercial purposes related to the Mash Machine Content Licensing Model. Sound used for any commercial purpose not directly related to the Mash Machine Content Licensing Model must be with the express permission of Mash Machine and the payment of additional fees, unless otherwise agreed to. Sound may be uploaded to any website with promotional listing service solely for promotional or advertising purposes of the Mash Machine Device and Mash Machine Content Licensing Model. The Mash Machine reserves the exclusive right to collect the copyright fees and remunerations available under the copyright regime and music industry standard practice.
You may not directly or indirectly, in any form or manner, decompile, reverse engineer, create derivative works or otherwise disassemble or modify Software or technology of Mash Machine Device.
You may not make Sound available on a digital asset management system, shared drive or the like for the purposes of sharing or transferring such sound clips. You may not resell, redistribute, provide access to, share or transfer any Sound outside the scope of the Mash Machine Content Licensing Model.
You shall provide a link back to www.mashmachines.com (where applicable); or provide a credit to the Mash Machine as a contributor. If the Mash Machine Device or Sound is used in connection with a film, web, television broadcast, documentary or other audio-video or multimedia project, you shall use reasonable commercial efforts to accord the Mash Machine contributor.
Mash Machine shall be under no obligation to issue refunds under any circumstances, unless required by law. In the event that Mash Machine determines that you are entitled to a refund of all or part of the fees you paid, such refund shall only be made by invoice.
WARRANTIES AND REPRESENTATIONS
Mash Machine warrants and represents that Software and Sound used in full compliance with these TOS and applicable law, will not infringe any copyright or other intellectual property rights.
If you are entering into these TOS on behalf of your employer or other entity, you warrant and represent that you have the full right and authority to do so. In the event that you do not have such authority, you agree that you will be personally liable to Mash Machine for any breaches of the terms of these TOS.
Software and Sound are provided "as is" without warranty of any kind, either express or implied, including, but not limited to the implied warranties of non-infringement, merchantability, or fit for a particular purpose. Mash Machine does not warrant that Software and Sound will meet your requirements or that use will be uninterrupted or error free. The entire risk as to the quality, performance and use of Software and Sound is solely with you.
Mash Machine total maximum aggregate obligation and liability to any claims shall be limited to one thousand EUR - €1000.00.
In no event, shall Mash Machine's total aggregate liability to you, or to any third party claiming through you, arising out of or in connection with your use of or inability to use Software, Sound and Mash Machine Device contained thereon (whether in agreement, tort or otherwise) exceed the monetary amount actually received by Mash Machine from you.
You agree to indemnify and hold Mash Machine, its officers, employees, shareholders, directors, managers, members and suppliers, harmless against any damages or liability of any kind arising from any use of the Mash Machine Device other than the uses expressly permitted by these TOS. You further agree to indemnify Mash Machine for all costs and expenses that Mash Machine Device incurs in the event that you breach any of the terms of this or any other agreement with Mash Machine.
JURISDICTION AND DISPUTES
Any legal action or proceeding concerning the validity, interpretation and enforcement of these TOS, matters arising out of or related to these TOS or its making, performance or breach, or related matters shall be brought exclusively in the courts of the Republic of Estonia and all parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues. The United Nations Convention on Contracts for the International Sale of Goods does not apply to or otherwise affect these TOS. The validity, interpretation and enforcement of these TOS, matters arising out of or related to these TOS or their making, performance or breach, and related matters shall be governed by the internal laws of the Republic of Estonia. You agree that service of process in any actions, controversies and disputes arising from or relating to these TOS may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the other party however, nothing herein shall affect the right to effect service of process in any other manner permitted by law.
For assistance with any issues or inquiries regarding to the use of Mash Machine Device the Mash Machine’s Customer Service team is available for you via email. Mash Machine further agrees to provide all assistance reasonably requested by you in the installation, maintenance and use of Mash Machine Device.
Mash Machine is carefully monitoring performance and functionality of Software. Relevant improvements or modifications made by Mash Machine to Software shall be promptly provided to you and shall be automatically included in this TOS.
In the event that you breach any of the terms of this or any other agreement with Mash Machine, Mash Machine shall have the right to terminate your access to Software and Sound with giving you a advance notice as minimum as 14 days. Such termination shall be in addition to Mash Machine other rights at law. Mash Machine shall be under no obligation to refund any fees paid by you in the event that your account is terminated by reason of a breach.
Upon the termination of TOS, all rights granted to you under this TOS shall forthwith terminate and immediately revert to Mash Machine and you shall discontinue all use of Software and Sound.
Effective April, 2015