1.1 'DJ Monitor': the private limited company under Dutch law DJ Monitor BV, with its registered office and principal place of business in Amsterdam at Keizersgracht 313, 1B, 1016 EE Amsterdam, Netherlands, which is the party to these Terms and Conditions and acts as both a lessor of electronic equipment, as a contractor within the meaning of article 7:400 et seq. of the Dutch Civil Code and as a licensor of user rights.
1.2 'Client': the contracting party of DJ Monitor, who can be a tenant of Equipment from DJ Monitor and/or purchaser of Services from DJ Monitor and/or can be a licensee for certain user rights it obtains from DJ Monitor.
1.3 'Confidential Information' shall include any and all information and material disclosed by DJ Monitor to the Client, either directly or indirectly in writing, orally, by inspection of tangible objects or visual observation, that has or could have commercial value or other utility in the business in which the parties are engaged, including but not limited to, Playlists, Playlist Management System, Database, financial information and data, reports, formulas, samples, patterns, compilations, software, programs, devices, methods, techniques and processes, business plans, business strategies, ideas, marketing plans, customer lists, price lists, cost information, information about employees, meeting minutes, organizational diagrams, descriptions of inventions, process descriptions, descriptions of technical or business know-how, information and descriptions of new products and new product development, scientific and technical specifications and documentation, and pending or abandoned patent applications of DJ Monitor or its Affiliates. Confidential Information shall include all information of which unauthorized disclosure could be detrimental to the interests of DJ Monitor whether or not such information is identified as Confidential Information by DJ Monitor.
1.4 'Parties': in these conditions is understood: DJ Monitor and Client jointly.
1.5 'Order Confirmation' or 'Assignment': a written agreement between Parties or confirmed quote to which these general Terms and Conditions always apply, which specifies which equipment the Client will rent from DJ Monitor and/or which Services and/or Licenses the Client will purchase from DJ Monitor, including specifications regarding the amounts the Client will owe to DJ Monitor;
1.6 'Equipment' (or Device or Devices): all types of equipment in the field of audio recording, streaming, and music detection, with accessories, which DJ Monitor owns and makes available for rental to third parties in accordance with the provisions in Chapter II and/or in connection with the services in Chapter III.
1.7 'Services': the work as described in Chapter III that DJ Monitor will perform for the Client on the basis of these Terms and Conditions - if agreed as such in the Order Confirmation - with regard to, for example: installing the equipment, monitoring Equipment, training, remote management, fingerprinting of audio recordings, Playlist report etc.;
1.8 'Fingerprint(s)' (or Fingerprinting): so-called 'audio fingerprinting' technique that compresses audio into a uniquely recognizable file;
1.9 'DMC' or 'Direct Metadata Collection': embedded data of a music recording audio file, such as artist name, title, version, ISRC code, BPM and other metrics;
1.10 'MRT' or 'Music Recognition Technology': the Service provided by DJ Monitor whereby audio recordings of a certain audio source are compared with – and recognized by – audio Fingerprints in the Database (also referred to as “Matching” or a “Run”).
1.11 'Recognition Percentage': the total recognized titles in relation to the number of played titles of an audio source;
1.12 'Non-Music'; an audio file, or segment thereof, where no music is detectable, or which is not of sufficient quality to detect music. Non-Music will be included in the Recognition Percentage;
1.13 ‘Live Music’ Music performed live or improvisational music, which has no commercially released audio recording and therefore cannot be matched by audio fingerprinting.
1.14 'False Positive'; a title incorrectly listed in a Playlist by the music identification system;
1.15 'No Name' or “No Match”; unrecognized period of time in an audio recording;
1.16 'Playlist Management System' (or simply: “PMS”): an online software application that runs on servers of DJ Monitor with which the Client who has obtained a license, can listen to recordings, view and verify the data relating to music that has been played at a specific location. This system publishes so-called Playlists (lists with the title of the music, artist and other data) based on the Music Recognition Service. An explanation of this system is included in Chapter III;
1.17 'Database': the database of which DJ Monitor is the sole proprietor, consisting of servers on which millions of music recordings, audio fingerprints and metadata are stored to be used by the Music Recognition Technology system;
1.18 'Playlist': a list created by DJ Monitor that chronologically lists audio recordings that have been recognized in the Database, stating title, artist, location, audio source, date, time and version. Part of the Playlist is also a so-called ‘executive summary’ of the audio recording, listing without time which artists, titles and versions have been recognized and how many times;
1.19 'Uploader': an interface for rightsholders and associates to upload into the DJ Monitor Database recordings embodying musical works in a range of audio formats together with the minimum mandatory metadata required to identify those works.
1.20 ‘User’: an individual or entity representative using the DJ Monitor website.
1.21 Content': audio recording and the attached metadata
1.22 ‘Monthly Subscription’: data subscription charged per month
2.1 These general Terms and Conditions and the Order Confirmation based thereon consist of various parts, each with a different nature in terms of the legal relationship between the Parties. In Chapter II, the nature of the agreement is that of a rental agreement between DJ Monitor as lessor and Client as lessee of Equipment. In Chapter III, the nature between the parties is that of an assignment agreement between DJ Monitor as a contractor of the Client for the purpose of performing very diverse Services that are closely related to the operation of the rented Equipment. As a lessee of Equipment, the Client is not obliged to purchase these Services. In Chapter IV, the nature of the agreement is a license agreement for the use of the Playlist Management System.
2.2 An agreement between the Parties is entered into for a specific rental period of Equipment or entered into for a specific Assignment, which is a one-off and ends after completion or expires after a period determined between the Parties. These terms are indicated by the Parties in the Order Confirmation.
3.1 These general conditions apply to all contractual relationships between DJ Monitor and Client, to all activities that DJ Monitor performs for Client, and also to all quotations and offers from DJ Monitor to Client. DJ Monitor records every agreement with the Client in writing in an Order Confirmation.
3.2 These general Terms and Conditions are sent or handed over by DJ Monitor to the Client prior to or together with the Order Confirmation. The Terms and Conditions have also been filed with the Chamber of Commerce in Amsterdam.
3.3 Provisions deviating from these general Terms and Conditions, including those included in the general Terms and Conditions used by the Client or in the general Terms and Conditions used by engaged third parties, are not binding on DJ Monitor, unless expressly agreed otherwise in writing.
3.4 Dutch law applies to the general Terms and Conditions and agreements between DJ Monitor and the Client. These Terms and Conditions also expressly apply to all quotations, offers and agreements if the Client is established outside the Netherlands.
3.5 DJ Monitor is free to change these general Terms and Conditions, whereby the amended Terms and Conditions will be sent to the Client and filed with the Chamber of Commerce. Changes to the Terms and Conditions apply after the amended Terms and Conditions have been made available to the Client.
4.1 All quotations from DJ Monitor to the Client are always free of obligation unless expressly agreed otherwise in writing. For the avoidance of doubt, an Order Confirmation presents a binding quotation. Agreements with DJ Monitor personnel do not bind DJ Monitor unless they have been confirmed in writing by DJ Monitor's management.
4.2 DJ Monitor will always confirm to the Client in writing the agreements regarding the work to be performed by it as far as reasonably possible.
4.3 Exceeding the amounts stated in a quotation as a result of the sales conditions of suppliers and other third parties engaged do not count as exceeding.
5.1 All prices used by DJ Monitor are exclusive of VAT and exclusive of any installation, shipping, transport and postage costs and exclusive of taxes, duties or duties imposed on goods. All payments must be made to a bank account designated by DJ Monitor for this purpose.
5.2 The prices in quotations and offers only apply to the quantities stated therein.
6.1 An Assignment is deemed to have been approved by the Client upon written confirmation of the Assignment from DJ Monitor to the Client.
6.2 Changes to the Assignment must be communicated by the Client to the DJ Monitor in a timely manner and in writing, and must be confirmed in writing by the latter. If the Client fails to communicate desired changes, any incorrect implementation of the changes will be entirely at the expense and risk of the Client.
6.3 Additional or reduced costs as a result of changes to the Assignment will be charged or credited to the Client.
6.4 Changes to the assignment may result in the initially indicated terms being exceeded by DJ Monitor.
6.5 Should the Client, for whatever reason, decide to cancel an assignment and/or to refrain from further execution thereof before the assignment is ready, the Client is obliged to pay DJ Monitor all reasonable costs already incurred by it, including the hours already spent and all costs already owed by it to third parties, as well as DJ Monitor's lost profit, all this without prejudice to the other rights that the law assigns to the position of a contractor.
7.1 Payments by the Client to DJ Monitor must always be made within fourteen (14) days of the invoice date, unless expressly agreed otherwise in writing. Separate fees apply for the rental of Equipment, the performance of Services and a License, which are included in Chapters I to IV. DJ Monitor is always entitled to charge certain costs directly to the Client, which invoices must be paid before it commences or continues its work. Such costs may include, for example, the costs that DJ Monitor will incur for the installation or start-up of Equipment.
7.2 If the Client does not meet its payment obligation in time, it will immediately be in default, without prior summons and notice of default being required. From the moment of default, the Client owes the statutory commercial interest plus 1.5% on the principal sum.
7.3 DJ Monitor can, regardless of the agreed payment conditions, require the Client to provide security for the agreed payments.
7.4 All costs, including but not limited to the legal costs and the (extra) judicial costs, incurred by DJ Monitor with regard to the collection of the amounts owed to it, will be borne by the Client. Extrajudicial costs amount to 15% of the amounts due.
7.5 Cancellations of Monthly Monitoring Subscriptions have to be made through e-mail to email@example.com and will require one month Notice Period starting on the last day of the month of the cancellation of the Monthly Monitoring Subscription. This is to cover the costs of the infrastructure.
8.1 Through the agreement with DJ Monitor, the Client will come into contact with Confidential Information and data regarding the operation of Equipment and/or Services and possibly the operation and content of the Database. The Client will keep this confidential information strictly secret and will not make any announcements about it in any form whatsoever or will use it itself for a service that competes with DJ Monitor. The Client shall not make copies (or have them made) of any works protected by intellectual property rights without the express written permission of DJ Monitor, nor shall they publish or otherwise reproduce them. By means of the license as arranged in Chapter IV, the Client obtains limited user rights that it must strictly adhere to.
8.2 Confidential Information shall not include any information which:
(i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party;
(ii) becomes publicly known and made generally available after disclosure by DJ Monitor to the Client through no action or inaction of the receiving party;
(iii) is already in the possession of the Client at the time of disclosure by the disclosing party as shown by the Client's files and records immediately prior to the time of disclosure;
(iv) is obtained by the Client from a third party without a breach of such third party's obligations of confidentiality;
(v) is independently developed by Client without the use of or reference to DJ Monitor's Confidential Information, as shown by documents and other competent evidence in Client's possession; or
(vi) is required by law to be disclosed by Client, provided that the Client gives DJ Monitor prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.
9.1 If the Client remains in default with one or more provisions of the concluded agreement, even after being summoned to do so, DJ Monitor has the right to terminate the agreement unilaterally and out of court without being obliged to pay any compensation. Article 7 applies to overdue payment obligations, whereby no prior notice of default is required for dissolution.
9.2 DJ Monitor has the right to suspend or temporarily decommission the operation of the Equipment, the performance of the Services and/or the user rights under a License if it has good reasons to believe that the Client has not complied with the general Terms and Conditions and /or fails to follow the instructions for use of the Equipment or makes improper use of the Equipment and/or the use rights under the license.
9.3 DJ Monitor also has the right, without notice of default or judicial intervention, to terminate the agreement with immediate effect if the Client has filed for bankruptcy or was declared bankrupt, suspension of payment is requested or pronounced or if it has otherwise lost free management or its assets.
If the performance of these Terms or any obligation under these Terms is prevented, restricted, or interfered with and/or by causes beyond either party's reasonable control ("Force Majeure"), and if the Party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, infrastructure disruption and internet outages, acts of God, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or Affiliates.
11.1 The conditions in Chapter II apply if the Client enters into a rental agreement for the rental of Equipment - whether jointly with other Services provided by DJ Monitor or solely as an Equipment rental. DJ Monitor has the right at all times not to enter into an agreement without giving reasons.
11.2 The basic Equipment consists solely of the recording device, such as DJ Monitors GO Monitor, DJ Pad or other similar type of recording device.
11.3 DJ Monitor offers a wide variety of accessories and higher-tier equipment. The Equipment includes the accessories as indicated in a rental agreement as part of the Order Confirmation stating whether these must be included or rented separately. Rental prices are available on request and determined in the Quotation. DJ Monitor rents the Equipment to Clients with the specifications and for the prices, as stated in Order Confirmation. Rental is only possible as long as stocks last.
12.1 The Client must reserve the Equipment at least seven (7) days in advance with DJ Monitor by e-mail in order to rent it from DJ Monitor. A reservation is only made final when a rental agreement is entered into as set out in the Order Confirmation.
12.2 DJ Monitor rents out Equipment per day unless the Parties agree otherwise in the Order Confirmation. The exact rental period with the date and time of collection and return of the Equipment is entered by DJ Monitor on the Order Confirmation. The prices per day are indicated per Device in Order Confirmation. The agreed prices are stated in the Order Confirmation.
13.1 In addition, DJ Monitor rents Equipment per month on the basis of a two-year rental agreement for a fixed rental amount per month, as indicated in Order Confirmation. The delivery term of Equipment for this duration is always at least four weeks. The agreed prices are stated in the Order Confirmation.
14.1 For the rental of all Devices, the Client always owes start-up costs per Device, which are stated with the rented item based on Order Confirmation. These start-up costs are due, as DJ Monitor will pay for each Device before it can be used by the Client. Examples of processes resulting in start-up costs are: preparing Device for recording, programming the data related to the event and making test recordings on the Device.
14.2 When entering into a rental agreement for Equipment, the Client is obliged to pay the deposit specified for that type of Equipment in Order Confirmation. The amount of the deposit varies according to the type of Equipment and the type of rental agreement. DJ Monitor will only hand over the rented Equipment to the Client after receipt of deposit payment.
14.3 Before DJ Monitor delivers the Equipment, it will enable the Client to confirm the Equipments functionality. The Client or its representative will receive and sign a document confirming they agree with the receipt and functionality of the Equipment. If the Client wishes to waive this test, it will do so at its own risk.
15.1 The Client must, unless expressly agreed otherwise in writing in the Order Confirmation, collect the rented goods itself or have them collected from DJ Monitor at its office address or at another address specified by DJ Monitor (hereinafter also: 'Delivery address'). Upon termination of the rental period, the Client must deliver the Equipment to the same address at the agreed time, unless otherwise agreed in writing.
15.2 The Client transports the Equipment rented from the delivery location entirely at its own expense and risk, if not otherwise agreed. Upon delivery and return of Equipment by DJ Monitor, the transport of the Equipment does not fall under the risk of the Client. The Client continues to bear the full risk for the Equipment if it is located at the Venue), even if DJ Monitor performs certain Services with the Equipment, unless any damage to the Equipment is due to the actions of employees of DJ Monitor.
15.3 If the Equipment is collected by the Client from DJ Monitor later than the agreed time, this is entirely at its own expense and risk and the rental period is not automatically extended. The rent is due at all times over the rental period agreed in writing.
The Client is not permitted to rent out the rented Equipment to third parties, on loan or otherwise, unless expressly agreed otherwise with DJ Monitor, in writing. As a good customer, the Client will always retain the Equipment and take full care of it.
17.1 If the rental period as agreed in the Order Confirmation is exceeded by the Client, the Client must immediately report this to DJ Monitor by e-mail.
17.2 If the goods belonging to the rented Equipment have already been reserved for rental to a third party, DJ Monitor has the right to claim the rented Equipment immediately and to summon the Client to have it delivered to DJ Monitor's address as soon as possible. The Client is liable for any damage suffered by DJ Monitor in the event of such exceeding of the rental period.
17.3 If the rented Equipment has not been reserved by a third party and the agreed rental period is exceeded, the Client must pay a fee for the rental of the Equipment per day with a penalty of 25% calculated on the rental amount. DJ Monitor will invoice the specific amount to the Client as soon as possible. This invoice must be paid within fourteen (14) days. In the case of a rental per annum, if the rental period is exceeded, the rental agreement is deemed to have been extended for a period of one month – and so on.
18.1 The Client will only use the Equipment for the purpose for which it is intended in accordance with these Terms and Conditions. The Client will use, transport and store the Equipment with the utmost care. The Client is obliged at all times to provide DJ Monitor access to the location where the rented Equipment is located in order to inspect the condition of the Equipment.
18.2 With the instructions for use, the Client is able to operate the Equipment itself. The Client is deemed to be aware of the manner in which the Equipment is used. If necessary, DJ Monitor will provide further explanation on the use of the Equipment at the request of the Client.
18.3 For the proper functioning of the Equipment and the correct production of audio recordings, the Client must ensure a proper audio signal to the line-in input of the Equipment during recording time. DJ Monitor cannot be held responsible for poor-quality sound signals that may result in lower-quality audio recordings. Such audio recordings will be qualified as Non-Music by Music Recognition Technology.
19.1 If permission is required from third parties, such as rights holders or a DJ, for making or using audio recordings, the Client must always arrange this permission itself. The client indemnifies DJ Monitor against all claims in this regard.
19.2 The audio recordings made with the Equipment in the standard quality of at least 64 Kbps are the property of the Client, without prejudice to the rights of the persons whose performance has been recorded on the audio recordings. The client is aware that due to the rights of third parties, it cannot exploit the audio recordings without permission and fully indemnifies DJ Monitor against claims from third parties. If the Client wishes to obtain audio recordings with a higher quality, DJ Monitor may still be able to supply these for an additional fee (handling fee) as referred to in Article 34.
19.4 If the Client has entered into an agreement with a third party, such as a Collective Management Organization or Rightsholder, to provide audio recordings for the Music Recognition Service and/or the Playlist Management System, DJ Monitor has the right to display all recordings and data in these Services to the relevant contracting party of the Client or allow them to listen to it. DJ Monitor is never liable for any use of those recordings or data by third parties who have access to the Playlist Management System or other Data Service.
20.1 In the case of a one-off separate rental of Equipment, the Client must pay the full rental amount in advance to DJ Monitor's bank account. The amount is evident in the Order Confirmation provided by DJ Monitor. If necessary, the Client can also pay the rental amount in cash when collecting the Equipment, or when DJ Monitor performs the installation of the Equipment on location, at the time of this installation. If the parties agree on payment on an invoice basis in the Order Confirmation, a payment term of fourteen (14) days after the invoice date applies.
20.2 In the event that the Client rents Equipment on the basis of an annual rental agreement, the parties agree that the Client will always pay periodical rental installments in advance as indicated in the Order Confirmation.
21.1 If a malfunction occurs with the Equipment during the rental period, the Client must immediately notify DJ Monitor. DJ Monitor will provide the Client with the best assistance to resolve the problem, malfunction, or defect, with the exception as stated in the following paragraph. The Client is not allowed to fix faults or perform repairs on the Equipment unless they have been given written permission. If the Client fails to report malfunctions or defects to DJ Monitor immediately, or at all, the Client will be fully liable for any resulting damage.
21.2 If the Equipment malfunctions or does not work properly, even after receiving assistance from DJ Monitor (whether remotely or not), DJ Monitor will replace the Equipment as soon as reasonably possible and will arrange for the collection of the defective Equipment and the delivery of a replacement Equipment at its own expense using a courier service. The right to replace Equipment and the costs of a courier will be forfeited if, in DJ Monitor's reasonable opinion, the Equipment has been misused by the Client.
The warranty for replacement will also be voided in cases of: fall damage, moisture damage, impact damage to the Equipment or a part of it, if the configuration of the Equipment has been altered, if the seal of the Equipment has been broken, or if the Equipment or a part of it has been lost or stolen.
22.1 In the event of theft or loss of - or damage to - the Equipment, the Client must report this immediately to DJ Monitor. In the event of theft or loss, the Client will also immediately report this to the police and send a copy of that report to DJ Monitor immediately. The Client is fully liable for the replacement value of the Equipment plus any costs of transport, configuration, and installation and any other additional costs. If the Client does not fulfill the obligations referred to in this article, it is obliged to pay compensation for any other damage to DJ Monitor that will result from the aforementioned events.
22.2 All Equipment must be returned complete, on time and without damage to DJ Monitor at the Delivery address. The Client will be responsible for all damages and loss, including defects that occur with the Equipment during the rental period, or incomplete delivery, regardless of the cause or circumstances, if the compensation for that damage is not covered by any insurance taken out by the Client. If the damage is covered by any insurance, the Client will nevertheless be required to pay full compensation to DJ Monitor.
22.3 DJ Monitor is never liable for direct or indirect damage that arises during the rental period as a result of the failure to function or not to function properly or expected to function of the rented Equipment, or damage caused to persons and/or property by or during the work with the rented Equipment.
23.1 By signing the agreement, the Client acknowledges that the Equipment rented by it is not insured from the moment it leaves DJ Monitor's Delivery address.
23.2 The Client is responsible for obtaining comprehensive insurance on the Equipment against loss, theft, acts of war or other damage during the entire rental period. If this requirement is not met, the Client will be fully liable for all damages, losses or thefts. DJ Monitor will provide the value of the rented goods to be insured upon written request from the Client.
24.1 If the Client has entered into a rental agreement with DJ Monitor but subsequently wishes to cancel the rental, the following provisions apply;
- If the Client cancels the rental agreement within fourteen (14) days before the start of the rental period, the cancellation can be made free of charge and the Client will receive a refund of the amounts already paid.
- If the Client cancels the agreement within seven (7) days before the start of the rental period, the Client will owe DJ Monitor an amount equal to 50% of the rental price or value of Service and the Client will be refunded the excess that has already been paid by it.
- If the Client wishes to cancel the agreement later than the seventh day before the start of the rental period, the Client will still owe the full amount for the rental of Equipment, or value of Service. An exception to this article is the Equipment rental per month, for which the condition referred to in article 13 applies.
24.2 The cancellation by the Client must be made by e-mail. Any actions already performed by DJ Monitor with regard to the Equipment and the start-up cost accrued by DJ Monitor are owed by the Client and due in full.
A rental agreement for the rental of Equipment for one day cannot be terminated prematurely. A two-year Equipment lease may be terminated with six months' notice after a minimum of twelve months have elapsed for which the lease installments have been paid in full. Unless the agreement is terminated in writing by DJ Monitor or the Client three months before the end of the rental period - or if the Equipment is not returned at the agreed time - the rental agreement will be deemed to have been extended on the same terms for a period of twelve months.
DJ Monitor offers as a complimentary service the creation of a backup copy of the audio recordings for the Client on DJ Monitor's servers.
28.1 DJ Monitor offers its Clients the following services (collectively, the "Services"):
i) performing Full Services including audio recording, Equipment Installations and Music Recognition Technology (MRT) in Venues using Devices for Content provided by partners and/or clients*;
ii) audio based MRT (e.g. Online, File, API)
iii) guaranteed access to the PMS for all MRT services
iv) remote or on location technical support for the set-up, operation of all Devices*;
v) other technical support, as required;
vi) replacement of any faulty Devices*;
vii) the Uploader for its members and associates
viii) Content Reports or Playlists for the Content to Client in .CSV format or in the form determined by written agreement between the Parties;
ix) Professional Services, including technology consulting and integration work, depending on availability on a time & materials basis;
x) charts creation concerning a Venue, a selected territory, time frame, music genre etc.
xi) services from other Chapters as set out in these Terms and Conditions;
*only available with Equipment rental
28.2 The conditions in this Chapter III only apply if the Client issues an Assignment to DJ Monitor for the provision of certain Services – whether or not in combination with Equipment rental.
28.3 The Services provided by DJ Monitor are outlined in Article 28.1 and are further detailed in the articles within this chapter. DJ Monitor shall make every reasonable effort to perform the Services with due diligence. The Client shall be responsible for providing DJ Monitor with all necessary information required for the proper execution of the Assignment, as specified in the Order Confirmation. In the event that the Client fails to provide this information fully or the information provided is incorrect, DJ Monitor may be unable to fulfill its obligations under the agreement, but the Client shall still be liable to pay any agreed upon fees to DJ Monitor.
29.1 The Services outlined in this chapter shall only be performed upon receipt of a written request from the Client, sent via email, at least seven (7) days prior to the scheduled service. Such a request shall be confirmed by DJ Monitor via email. DJ Monitor shall only be obligated to provide the Services upon issuance of an Order Confirmation and receipt of the advance payment referenced in paragraph 5 of this article.
29.2 All Services outlined in this chapter shall be performed by one or more DJ Monitor employees, at an hourly rate that includes value-added tax. The prices for the Services provided by DJ Monitor shall be communicated to the Client in the form of a written Quote, sent by DJ Monitor to the Client, after receiving a service request from the Client. The Client shall be required to confirm the quote in writing before any Services are provided. The prices quoted in the Order Confirmation shall be binding on both Parties and any additional or modified Services requested by the Client shall be subject to additional charges as agreed upon by both Parties.
29.3 For installation, monitoring, and training services provided on-site, the Client shall be responsible for any travel costs, calculated on a per kilometer basis and per man-hour, in addition to the cost of the services themselves, exclusive of value-added tax. The man-hours charged for the performance of these services shall commence from the time of arrival at the location of the audio recordings and shall conclude at the time of departure.
29.4 All Services in this Chapter II are invoiced afterward on the basis of time records kept by DJ Monitor. Hours, travel time, and kilometers are specified on each invoice. Each invoice has a payment term of fourteen (14) days to which Article 7 applies.
29.5 DJ Monitor shall be entitled, upon entering into the Order Confirmation for Services that extend over a period of more than one year, to require an advance payment for a reasonable percentage of the total cost of the Services to be provided to the Client. This advance payment shall be invoiced and charged immediately by DJ Monitor. The terms and conditions of payment outlined in Article 7 shall apply to the payment of this invoice.
30.1 DJ Monitor and its responsible parties shall not be liable for any damage or costs arising from the performance of an Assignment, including trading losses, consequential damages, loss of profit, or loss of the Client or third party, unless the damage is caused by intent or gross negligence on the part of DJ Monitor or its employees. In such cases, the liability is limited to the amount charged to the Client. The Client shall indemnify DJ Monitor against any claims from third parties who suffer damage attributable to the Client in connection with the Assignment's performance.
30.2 Additionally DJ Monitor cannot be held liable for any issues related to the delivery of audio or video recordings, including the quality of the recordings, the substance of the content, or any uncleared rights on the content, including third-party rights (this includes, but is not limited to possible synch or mechanical rights on the content). The client agrees that DJ Monitors is not responsible for any losses, damages, or expenses arising from such issues. The client must ensure the accuracy, completeness, and legality of all content provided to DJ Monitor for analysis and secure all necessary permissions and clearances for the content's use. DJ Monitors disclaims all warranties, express or implied, regarding the accuracy, completeness, or suitability of any content provided to it, and shall not be held liable for any errors, omissions, or inaccuracies in such content.
30.3 In the event of Force Majeure, as per article 10 of these Terms and Conditions on the part of DJ Monitor to perform the Services, the agreement will be terminated by operation of law without DJ Monitor being liable for damages. Parties will enter into reasonable consultations to see whether the Services can be performed in part or at any later time on the basis of a new agreement.
30.4 If DJ Monitor performs additional services at the request of the Client in addition to the already agreed Assignment, these activities will be reimbursed according to DJ Monitor's usual rates and as specified on the invoice. DJ Monitor is not obliged to comply with such a request, and may first require entering into an additional agreement.
31.1 In the case of installation on location, a DJ Monitor employee will perform the installation of the rented Equipment on the instructions of the Client at the location where the audio recording takes place.
31.2 In the case of on-site monitoring, a DJ Monitor employee will manage the equipment at the location where audio recording will take place, and the operation of the equipment will be entirely the responsibility of DJ Monitor.
31.3 In the case of on-site training, a DJ Monitor employee will provide the necessary information and training to a Client employee, enabling them to operate the equipment independently. Afterwards, the Client is primarily responsible for the installation and operation of the equipment.
31.4 For all services provided on-location as referred to in this article, in addition to the man-hours, travel costs and travel time will also be charged as outlined in Article 29.3.
31.5 With all Services on location that DJ Monitor performs, the Client must at all times ensure that:
32.1 In the case of remote services, also known as "remote management," a DJ Monitor employee fully manages the Equipment that the client has at a location remotely through the internet. With this service, the audio recordings made are typically streamed to DJ Monitor's servers as standard.
32.2 The Client must always ensure that the Equipment is 'on' and that the Device on location is connected to an active, properly functioning internet connection. The Client must provide DJ Monitor with data-enabled mobile network connectivity (e.g. via 3G or 4G SIM cards and dongles) to allow for the transmission of data to DJ Monitor should a suitable LAN or Wi-Fi connection not be available at any of the selected Venues. The functioning of the internet connection is at the expense and risk of the Client. The Client ensures that DJ Monitor always has the contact details of an employee of the Client to consulted to solve connectivity problems if necessary.
32.3 If problems occur during the operation of the equipment that can be attributed to the client's failure to fulfill their obligations as mentioned in the previous paragraph, DJ Monitor will not be held liable for any failed audio recordings or any resulting costs. The client will still be responsible for reimbursing the man-hours used by DJ Monitor.
33.1 At the request of the Client, DJ Monitor can compare and recognize audio recordings supplied by it (or: “match”) with the fingerprint files in DJ Monitor's own and/or third party databases. The results of this Service become visible in the Playlist. The operation and explanation of this Service is included in Chapter lll.
33.2 The activities in the previous paragraph are performed for a fee that is calculated as follows: number of hours of audio recordings supplied multiplied by the hourly rate for music recognition in Order Confirmation. Part of an hour of audio recordings supplied is always calculated as a full hour. DJ Monitor will report the number of hours used on a monthly basis, transparent to the Client.
33.3 To achieve optimal results from DJ Monitor's Music Recognition Service, it is necessary for audio recordings to be of good sound quality, to contain actual music, and for music fragments in the audio recordings to have a playing time of at least 10 seconds. Additionally, the recordings should not be music performed live or improvisational music, which has no commercially released audio recording. If the audio recordings provided do not meet these requirements, they will be considered Non-Music or Live Music and the client will still be responsible for the fee as previously mentioned, but DJ Monitor may not be able to deliver the desired results, or they will be limited.
33.4 DJ Monitor will provide a Playlist to the Client three months after the end of the month in which the MRT took place. Depending on the Service requested, DJ Monitor may also perform additional actions such as identifying unrecognized music, addressing differences in pitch, and manual listening for this Playlist.
33.5 The client can check and listen to all the information that appears on a specific Playlist, provided that they have obtained a license to use the Playlist Management System (PMS).
DJ Monitor can provide the following additional services at the request of the Client. The Parties record the agreed Services and prices in the Order Confirmation.
35.1 DJ Monitor is the owner and rightful claimant of the hardware and software applications of the Playlist Management System (or: “PMS”) and everything resulting therefrom. The PMS and the results are subject to intellectual property rights of DJ Monitor. The operation of this system is set out in this chapter.
35.2 The Client who obtains a license from DJ Monitor to inspect and access the PMS will therefore only have access to its own data, audio recordings and results such as Playlists and not to any access to data from third parties.
35.3 The license from DJ Monitor to the Client may apply to one or more users, which is determined by the Parties in the Order Confirmation. The Client is at all times responsible for the correct compliance by these users with the license Terms and Conditions as included in these Terms and Conditions. The Client fully indemnifies DJ Monitor against any claims from third parties and against all damage resulting from incorrect, unauthorized or unauthorized use of the PMS.
35.4 The Client can agree a non-exclusive, non-transferable license (a right of use) with DJ Monitor, which will be recorded in the Order Confirmation. With this right of use, the Client is - for the number of users of the PMS specified by it - able and entitled to search information in the system, listen to audio recordings and titles and select and export Playlists in the PMS. Any other use or application is expressly not permitted by the Client.
36.1 A designated user of the Client gains access to DJ Monitor's PMS with the license through an online registration, after which the Client must approve this. Access to the PMS is strictly personal. The Client is obliged to keep this information strictly confidential and to impose the same confidentiality obligations on the relevant user. The Client is expressly prohibited from providing the login details to third parties. DJ Monitor is not liable for any use of the PMS by a third party with the login code of the Client or one of its users.
36.2 The Client is aware that all information from the PMS, including the Playlists in whatever form, must be treated strictly confidentially because they contain information about creative performances by third parties, such as authors and DJs. The Client is only entitled to use the information arising from the PMS for reference. The Client guarantees that the data, and in particular the Playlists, whether obtained through a PMS or received by e-mail, will under no circumstances be published or issued or forwarded to third parties who have not obtained a license from DJ Monitor. The Client fully indemnifies DJ Monitor against any damage, claim by a third party or costs arising from the careless handling of the login code or the publication or reproduction of the results and/or a Playlist without permission.
36.3 In the event of a violation of one of the above conditions, DJ Monitor has the right to terminate the license agreement immediately and to recover the damage from the Client. In the event of suspected abuse of its system, the login codes or the results from the PMS, DJ Monitor is entitled to temporarily close access to the PMS for the Client in order to conduct further investigation.
37.1 DJ Monitor shall report detailed metadata about the music performed and the Event/Festival/Venue where the performance took place in .CSV format and in the form set out in the Order Confirmation (which may be amended from time to time by written agreement between the Parties) as follows:
37.2 For the purposes of these Terms and Conditions, the Parties shall work in good faith to achieve the highest Recognition Percentages possible whilst also maintaining high-quality results in the Playlist reports.
37.3 If applicable, Client shall have access to DJ Monitor’s secure online Playlist Management System (PMS), which shall provide Client with an overview of monitored Event organised by venue name, room/stage, date/time of performance, list of identified Titles and ‘No Names’ (i.e. unidentified recognitions), total duration of music performed at each event, and other relevant metrics. Upon request, DJ Monitor shall provide Client with an amount of “primary” log-in codes and “guest” log-in codes.
37.4 If applicable, Client shall have access (via their “primary” log-in codes) to DJ Monitor’s secure online “MRT Monitor Dashboard”, which shall provide information about the status of each monitoring Device installed for the purpose of the Order Confirmation.
37.5 DJ Monitor warrants that it has the requisite computer systems to support the management of metadata in a logically structured database environment from which information can be extracted into an agreed data format for supply to Client using FTP (with files transmitted to the secure FTP locations accessible by username and passwords to be provided to DJ Monitor by Client).
Dutch law applies to these general Terms and Conditions, the Order Confirmation and the performance of any agreement or legal relationship between the Parties. All disputes between the parties will be settled exclusively before the competent court of the District Court of Amsterdam. However the Parties agree to engage in a preliminary attempt at resolving any Dispute arising from these Terms and Conditions through informal negotiations for a minimum period of thirty (30) days before settling in court. Written notice from one Party to the other shall initiate the informal negotiation process. The objective of this effort is to speed up resolution and keep the costs associated with the Dispute low.
39.1 By accepting these Terms and Conditions, the Client acknowledges that DJ Monitor owns all intellectual property rights in the Device(s), Database, Playlists, hardware, and software applications used in the PMS, Uploader, Monitoring App, Metadata, API, and its MRT system. However, for the avoidance of doubt, DJ Monitor does not own any of the content used or stored in or on any of these Devices, files, systems etc. which it receives from Client, its members, licensors, mandating person or entities, or from any of its affiliates, such as the musical works, recordings, documents and materials.
39.2 DJ Monitor shall, at the written request of Client and as soon as reasonably practicable, permanently delete from any tool, device, interface, etc. it uses, any and all sound recordings specified in the written request and in which the requesting Party has a legitimate interest. DJ Monitor shall inform the Client of these deletions.
39.3 The reports generated by DJ Monitors, including any data, analysis, and findings contained therein, are and shall remain the exclusive intellectual property of DJ Monitor. No part of these reports may be reproduced, distributed, shared, or used for any purpose other than the purpose explicitly stated in these terms and conditions, without the prior written consent of DJ Monitor.
In addition to the above, any use of DJ Monitors' intellectual property shall be subject to the following limitations:
40.1 We use different techniques of data gathering and aggregation, including but not limited to:
40.2 The services provided to the Client as outlined in these Terms and Conditions are subject to the condition that the Client agrees to DJ Monitor collecting, aggregating, using, and disclosing data relating to the Client. DJ Monitor may use the data collected from the monitored audio generated for the Client for its own use. DJ Monitor is the responsible party for managing the collected data in accordance with these Terms and Conditions and Order Confirmations. This data is used to manage contractual relationships and provide interested parties (third parties and partners) with information about the gathered data, activities, products, and services related to DJ Monitor especially those referred to:
By agreeing to these Terms and Conditions the Client agrees with the use, aggregation, gathering and disclosure of the data, as described in Chapter V.
By using the Site, you warrant and represent that:
If you provide false, outdated, or incomplete information, we reserve the right to suspend or terminate your account and refuse any future use of the Site and/or Services.
It is strictly prohibited to utilize the Site for any purpose other than its intended use as determined by us. Among other things, it is prohibited to:
You acknowledge and agree that all submissions, including questions, comments, suggestions, ideas, feedback, or other information regarding the Site and/or our Services, that you provide to us shall be deemed non-confidential and our exclusive property. We shall have the unrestricted rights to use and disseminate these submissions for any lawful purpose without compensation or acknowledgment to you. You warrant that the submissions are original to you or that you have the right to submit them. There shall be no recourse against us for any infringement or misappropriation of proprietary rights in your submissions. By submitting music, you warrant that you either own the copyright to the content uploaded or have the right to submit it. As such, you indemnify us against any claims of infringement or misappropriation of proprietary rights in your submissions. This means that we will not be held liable for any such claims and will be exempt from any liability concerning infringement or misappropriation.
There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
The Site will retain certain data transmitted by you for the purpose of enhancing its performance and data relating to your usage of the Site. Routine backups of data are regularly performed, however, you bear sole responsibility for all data transmitted by you or related to any actions taken by you on the Site. You acknowledge that we will not be held liable for any loss or damage to such data and waive any claims against us arising from such loss or damage.
By accessing the site, sending emails, and submitting online forms, the User or/and Client engages in electronic communication with DJ Monitor. The User and/or Client acknowledges and agrees to receive electronic communications from DJ Monitor via email and through the site. These electronic communications shall be considered equivalent to written communication and shall satisfy any legal requirements for written communication. The Client and/or user consents to the use of electronic signatures, contracts, orders, and other records and to the electronic delivery of notices, policies, and records of transactions initiated or completed by DJ Monitor or through the site. Furthermore, the User and/or Client waives any rights or requirements under applicable laws that mandate the need for an original signature, delivery or retention of non-electronic records, or payment or credit to be granted through means other than electronic means.
You agree to defend, indemnify, and hold harmless DJ Monitor, including its subsidiary companies, acquiring company, affiliates, and all respective officers, agents, partners, and employees, from and against any claims, losses, liabilities, damages, expenses, including reasonable legal fees, arising from or related to: your use of the Site or Services; any breach of these Terms and Conditions; any violation of the representations and warranties made by you in these Terms and Conditions; any infringement of third party rights, including but not limited to intellectual property rights. DJ Monitor reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify DJ Monitor, and you agree to assist, at your expense, in the defense of such claims. DJ Monitor shall make reasonable efforts to notify you of any such claims, actions, or proceedings that are subject to this Indemnification Provision upon becoming aware of them.
These Terms and Conditions, along with any policies, Order Confirmations, or operating rules published by DJ Monitor on the Site or sent directly to the Client by email (when applicable), shall be considered the complete agreement and understanding between the client and DJ Monitor. In the event that DJ Monitor fails to enforce or exercise any right or provision stated in these Terms and Conditions, such failure shall not be interpreted as a waiver of such right or provision. These Terms and Conditions shall be applied to the fullest extent permissible by law. DJ Monitor retains the right to assign any or all of its rights and obligations to third parties at any time. DJ Monitor shall not be held liable for any loss, damage, delay, or failure to act resulting from circumstances beyond its reasonable control. If any provision or part of a provision in these Terms and Conditions is deemed unlawful, void, or unenforceable, it shall be considered severable from the Terms and Conditions and shall not affect the validity and enforceability of the remaining provisions. No joint venture, partnership, employment, or agency relationship shall be established between the User and/or Client and DJ Monitor as a result of these Terms and Conditions or the use of the Site and/or Services. The User and/or Client agrees that these Terms and Conditions shall not be interpreted in favor of DJ Monitor due to its drafting. The User and/or Client hereby waives any and all defenses related to the electronic form of these Terms and Conditions and the lack of signature by the parties.
In order to resolve a complaint regarding the Site and/or Services, or to receive further information regarding use of the Site and/or Services, please contact us at: firstname.lastname@example.org.