1. INTRODUCTION
   1. These Terms and Conditions form a legally binding agreement between you (“you”, “User”) and MARKETING MELODIES PTY LTD T/A STOREPLAY of 1385 Malvern Rd, Malvern, Vic 3144, Australia (“Storeplay” “we,” “us” or “our”) in respect of your use of the Storeplay Radio services provided via the Storeplay mobile software application and the related website located at https://storeplay.com.au (together or separately the “Service”).
   2. Storeplay is in the business of producing music compilations in selected formats for public broadcast in retail stores and other commercial premises (“Music Programmes”).
   3. Storeplay at the request of the Client has agreed to provide Music Programmes for the Client on the terms and conditions set out in this Agreement.
   4. To access the Music Programmes, the Client must create a Client Account.
   5. By creating a Client Account the Client inter-alia REPRESENTS THE FOLLOWING:
      1. The Client has read and understands these Terms and Conditions;
      2. The Client has provided Storeplay with true, accurate and current information;
      3. The Client carries on business as a retail store or other commercial premises; and
      4. The Client holds, and will continue to hold, One Music licences for the public performance of musical works and sound recordings. For the avoidance of doubt, where the Client elects to only use `PPCA Free’ Music Programmes a PPCA license will not be required however, a One Music Partial Rights license will still be required.
      5. The Client acknowledges and understands that Storeplay is not for personal or domestic use.
2. DEFINITIONS
   1. In these Terms & Conditions, the following definitions shall apply unless otherwise stated to the contrary -

      "Agreement" means this Agreement;

      “Client” means the business represented on the Client User Account;

      “Client User Account” means the account created by the Client on the Storeplay website that enables the Client to subscribe to Music Programmes;

      "Commencement Date" means the date the Client Account is created; "Initial Term" - Clause 4.1;

      "Licence Fee" means the GST exclusive fee specified in the Client User Account, payable by the Client to Storeplay for the right to the use of Music Programmes and the Service as provided for in these Terms and Conditions;

      "One Music" means One Music Australia & One Music New Zealand Ltd;

      “Masters” means the sound recordings controlled by Storeplay and supplied as part of the Music Programmes pursuant to this Agreement;

      “Music Programmes” - Clause 1.2;

      “Playback Device” means Storeplayer Media Player, iOS, Android, ChromeOS, Windows, SONOS devices, mobile storage and smartphone devices, or the like;

      "Record Companies" means Beggars Group, Cartell Music, Eleven: A Music Company, Future Classic, IRMA Records, Inertia Australia, Liberation Music, Ministry Of Sound Australia, Remote Control Records, Shock Entertainment, Sony Music Australia, Sweat It Out, Tru Thoughts, Universal Music Australia & Warner Music Australia (plus other record companies as Storeplay signs further Direct Agreements);

      “Renewal Period” - Clause 4.2;

      “Services” - means the mobile application that enables the Client to subscribe to Music Programmes online and download the same on Playback Devices for broadcast in retail stores and other commercial premises;

      “Storeplayer Media Player” means Storeplay’s Playback Device.

      “Storeplay Website” means the website which hosts the Music Programmes.

      “Subscription” means the Client’s subscription to Storeplay.

   2. In these Terms and Conditions, unless expressed to the contrary:
      1. words importing the singular include the plural and vice versa and any gender includes the other genders;
      2. if a word or phrase is defined cognate words and phrases of corresponding definitions;
      3. a reference to:
         1. a person includes a firm, unincorporated association, corporation and a government or statutory body or authority;
         2. a person includes its legal personal representatives, successors and assigns.
3. DOWNLOAD PROCEDURE
   1. Storeplay is a free download from the App Store.
   2. To use Storeplay the Client is required create and to activate a Client User Account via the Storeplay Website.
   3. The Client will have the option to `preview’ up to 30 seconds of Masters from selected Music Programmes.
   4. The Client will select the Music Programmes via the Storeplay Website.
   5. Storeplay will deliver the Music Programmes to the Client via Storeplay and as indicated in the Client User Account and otherwise under the Terms and Conditions herein.
   6. The Client shall be required to verify the Client User Account every ninety (90) days by connecting the applicable Playback Device to the Internet and completing the verification process.
   7. If the Client does not complete the verification process every ninety (90) days the Client User Account will be disabled and the Client will no longer have access to the Music Programmes.
   8. If the Playback Device no longer has the capacity to fit new Music Programmes, Storeplay has the right to firstly delete any “disliked” tracks and then the oldest Music Programmes to fit the new Music Programmes.
4. TERM
   1. The Term shall commence on the Commencement Date and continue for the period selected by the Client and described in the Client User Account (“Initial Term”).
   2. Upon expiration of the Initial Term, this Agreement shall “roll over” for a further period of equal duration to the Initial Term and shall continue to “roll over” for such successive periods (“Renewal Period[s]”) until the Client cancels their Subscription via the Client User Account on the Storeplay Website. The Initial Period and (any) Renewal Period shall together be known as the “Term”.
5. INTELLECTUAL PROPERTY
   1. The Client acknowledges that Music Programmes supplied hereunder (and the Masters therein) are supplied by way of a non-exclusive non-assignable licence to the Client and that there is no transfer of title or ownership in the Music Programmes to the Client. The Client’s permitted use of the Music Programmes is limited to those uses as further provided for in accordance with these Terms and Conditions.
   2. The Storeplayer Software, including but not limited to all trademarks, underlying software, code, design, text, graphics, footage, photographs, sound recordings, musical works and other files are owned by, controlled by, or licensed to us (“SP Materials”). All rights are reserved. SP Materials cannot be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part other than in accordance with this Agreement, without our prior written consent.
   3. Your permitted use of the the Storeplayer Software and the Music Programmes is limited to the uses described in this Agreement only.
6. PERMITTED USE OF MASTERS
   1. The Client is permitted to broadcast the Music Programmes in those premises in such locations during the Term as described in the Client User Account (“Premises”).
   2. The Client must not copy, alter, modify or reproduce the Music Programmes or any portion thereof by any means or in any form without the prior written consent of Storeplay.
   3. Unless otherwise agreed with Storeplay, the Client must not transfer or download the Music Programmes (or any part thereof) to more than one approved Playback Device.
   4. The Client shall not under any circumstances be permitted to loan, hire or sell the Music Programmes or any part thereof to any third party whatsoever.
   5. The Client must not change or adapt the Music Programmes or any part thereof.
7. STOREPLAYER MEDIA PLAYER
   1. Ownership and title in each Storeplayer Media Player supplied by the Storeplay hereunder shall only pass to the Client once the Client has paid in full for such Storeplayer Media Player. Any loss or damage to the Storeplayer Media Player shall be the sole responsibility of the Client.
   2. The Client agrees that the Storeplayer Media Player can only be used to play Storeplay software and cannot be reverse engineered or used for any other purpose other than as set out in this Agreement.
8. LICENCE FEE
   1. The Client must pay the Licence Fee at the rate and in the manner specified in the Client User Account.
   2. The Client will enter into a `direct debit’ arrangement with Storeplay whereby the License Fee will be automatically debited from the Client’s nominated bank account or credit card at the beginning of the Initial Term and any Renewal Terms (as the case may be) during the Term
   3. The Client acknowledges that if Storeplay does not receive payment of the Licence Fee in full and on time, the Subscription will lapse, Storeplay will lock and the Client shall not have access to the Music Programmes until such time that the Licence Fee is paid in full.
9. WARRANTIES AND UNDERTAKINGS
   1. Storeplay warrants that it has acquired from the Record Companies the right to compile Music Programmes for the uses granted to the Client hereunder.
   2. The Client warrants it is a legitimate business and will only use Storeplay for public broadcast in the Premises.
   3. The Client warrants that notwithstanding the license granted to it hereunder, it will not use the Music Programmes supplied by Storeplay in any way unless and until it has acquired the relevant public performance licenses from One Music in connection with the sound recordings & musical works contained in the Music Programmes.
   4. The Client warrants that it will not copy, reproduce, “rip”, record, make available to the public or otherwise use any part of Storeplay and or the Music Programmes in any manner not expressly permitted in these Terms and Conditions.
   5. The Client warrants that it shall not provide its password to any other person or third party.
   6. The Client warrants that it will not make any unauthorised use, alteration, modification, reproduction, publication, disclosure or transfer of the Music Programmes. Storeplay shall be entitled to seek any available equitable remedy against the Client (including injunctive relief) if the Client does make any unauthorised use, alteration, modification, reproduction, publication, disclosure or transfer of the Music Programmes.
   7. The Client agrees to take all steps necessary to prevent unauthorised use of the Music Programmes (or any part therein) and the Client acknowledges that Storeplay may disable the Client User Account at its absolute discretion.
   8. The Client agrees to notify Storeplay immediately if the Playback Device is lost, damaged or stolen.
10. DISLAIMER AND LIMITATION OF LIABILITY
    1. To the fullest extent permitted by law, Storeplay and the Storeplay Website are provided on an ‘as is” and “as available” basis. To the fullest extent possible under applicable law, Storeplay gives no warranty, express or implied as to the quality, content availability or fitness for the purpose of Storeplay and/or the Storeplay website. This provision is not intended to exclude any rights or entitlements the Client may have under the Australian Consumer Law.
    2. Storeplay or the Storeplay Website may include technical inaccuracies or typographical or other types of errors. The Storeplay has the right to make changes, modifications and updates to anything contained on Storeplay or the Storeplay Website without prior notice.
    3. There may be times when Storeplay or the Storeplay Website is temporarily unavailable to the Client due to maintenance or any to other reason outside the control of Storeplay. If Storeplay or the Storeplay Website are unavailable Storeplay is in no way responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, or communications line failure, however Storeplay will use reasonable endeavors to notify the Client of any planned outages or maintance.
    4. To the fullest extent permitted by law, Storeplay is in no way responsible for any problems or technical malfunction of any telephone network or lines, servers or providers, computer, software, failure of email or players on account of technical problems or traffic congestion on the Internet including injury or damage to the Client’s or any other person’s computer in connection to or resulting from the use of Storeplay or the Storeplay Website in any way.
    5. To the fullest extent permitted by law, Storeplay is not liable for any exemplary, special, indirect, incidental or consequential loss or damage (including any or actual prospective lost revenue or profits).
11. INDEMNITY
    1. To the fullest extent permitted by law, the Client indemnifies Storeplay from and against all liability, loss and damage of any kind whatsoever arising from or in connection with, directly or indirectly:
       1. any improper access and use of the Service by the Client or anyone using the Client Account, including a breach of this Agreement;
       2. any material breach of this Agreement by the Client;
       3. any negligent or wilful act or omission made by the Client in using the Service;
       4. any breach of any warranty or representation given by the Client in these Terms,

       except to the extent that any liability, loss or damage is directly caused by Storeplay.

12. TERMINATION
    1. Without limiting the generality of any other Clause in this Agreement, Storeplay may terminate this Agreement immediately by notice in writing if:-
       1. the Client fails to pay the License Fee in full and on time;
       2. the Client is in breach of any term of this Agreement and such breach is not remedied within 30 days of it notifying the Client;
       3. the Client becomes, threatens or resolves to become, or is in jeopardy of becoming, subject to any form of insolvency administration;
       4. the Client, being a partnership, dissolves, threatens or resolves to dissolve or is in jeopardy of dissolving;
       5. the Client, being a natural person, dies; or
       6. the Client ceases or threatens to cease conducting its business in the normal manner.
    2. If notice is given to the Client pursuant to Clause 12.1, Storeplay may, in addition to terminating the Agreement:-
       1. Disable the Client User Account and lock Storeplay to prevent the Client from accessing Music Programmes;
       2. delete all of the Music Programmes (if any) and Storeplay Media Players (which have not been paid for in full) which are in the possession, custody or control of the Client;
       3. retain any monies paid to Storeplay by the Client;
       4. be regarded as discharged from any further obligations under this Agreement; and
       5. pursue any additional or alternative remedies provided by law.
    3. The parties acknowledge that the rights granted to the Client by Storeplay are granted pursuant to a series of agreements between Storeplay and the Record Companies. Notwithstanding anything to the contrary contained in this Agreement, if the authority granted to Storeplay by the Record Companies to produce, distribute and licence use of the Masters is revoked, withdrawn or otherwise terminated, Storeplay has the option to either terminate this Agreement immediately or replace the relevant Masters with other Music Programmes. In such circumstances, the Client agrees to fully cooperate and comply with the reasonable direction of Storeplay.
    4. The Client may terminate this Agreement at any time by cancelling the Client User Account on the Storeplay Website. If the Client terminates this Agreement the License Fee shall not be refunded.
    5. Upon expiry or termination of the Agreement the Client will immediately cease using the Service and return any Storeplayer Hardware devices which has not be paid for in full.
13. ASSIGNMENT
    1. The Client acknowledges that this Agreement is personal to it and may not be assigned, transferred, sold or otherwise disposed of without the prior consent in writing of Storeplay. Storeplay reserves the right to assign the provisions of this Agreement subject to advising the Client of the particulars of any such assignment.
14. GST
    1. All amounts payable under this Agreement are deemed to be exclusive of any applicable goods and services tax which shall be payable in addition to any other amount specified as payable under this Agreement subject to receipt of a valid tax invoice.
15. ENTIRE AGREEMENT
    1. This Agreement contains the entire understanding between the parties hereto and replaces all other previous agreements written or oral and may not be varied except in writing signed by the parties hereto.
16. CLIENT INFORMATION
    1. The Client is responsible for providing accurate information to Storeplay and shall promptly notify Storeplay of any change of details.
17. NOTICE
    1. Notices hereunder may be sent by email to the Client’s nominated email address in the Client Account.
18. GOVERNING LAW AND JURISDICTION
    1. This Agreement is governed by the laws of Victoria, Australia. The parties irrevocably submit to the exclusive jurisdiction of the courts of Victoria, Australia.

Storeplay is owned and managed by Marketing Melodies, ABN 49 058 174 628. Storeplay registered address is 1385 Malvern Rd, Malvern, Vic, 3144.