CONDIZIONI GENERALI DI VENDITA ON LINE

General delivery terms of the radio in store service

 

General provisions

The present term (hereinafter, “General terms”, as well) are valid exclusively between the SOUNDREEF MEDIA SERVICE SRL, in the person of his legal representative, with its registered office in Via del Lauro 14, 20121, Milano, and with VAT number 10145530969, PEC soundreefsrl@legalmail.it (hereinafter, the “Supplier”) and the natural or legal person, whether or not recognized, (hereinafter, “User”), that, in carrying out their business or professional activity, buys online the radio in store service, aimed at the diffusion of ambient music within commercial premises and public spaces (hereinafter, “Premises”), managed or otherwise available to the User. Through the Service, the User can choose between several thematic channels according to genre, mood and type of Premise.

The Service is provided from the website www.soundreefms.com (hereinafter, the “Site”).

The use of the Service is governed by the General Terms approved at the time of registration, as well as by the special conditions displayed on the Site in the flow of purchase of the Service through the appropriate web page: https://webradio.soundreef.com/it/webradio-registration. The special conditions constitute the Economic Offer and form an integral part of the agreement between the Supplier and the User. The special conditions include the cost, means of payment, duration and other special terms of use of the Service, not included in these general terms. Proceeding to the purchase with the modalities indicated above, the User confirms to have read and to accept the Economic Offer.

  1. REGISTRATION AND ACCEPTANCE OF THE GENERAL SERVICE TERMS
    • The access to the Service is provided through the Site to every User duly registered. Before proceeding to the registration, the Supplier asks each User to accept the General Terms and to have read carefully the privacy policy, released at the time of registration and available at the present link: https://webradio.soundreef.com/en/webradio-registration. In doing so, the User declares to have carefully read and expressly accepted all the conditions, terms and methods of the use of the Service.
    • The Service is exclusively intended for professional use by Users. In case of a natural persons Users, the access to the Service is reserved exclusively to persons who have reached the age of majority at the time of registration.
    • By completing the process of the data registration required by the platform, you will be asked to accept the Economic Offer by clicking on the online button “submit”.
    • The User commits not to make more than one registration and not to register accounts for the purpose of abusing the functionality of the Site.
    • The User, during the registrations commits:
  2. to provide true, accurate, up-to-date and complete data and information;
  3. to update the registered data in order to be always true, accurate and complete;
  4. not to provide data and information whose content may be considered defamatory, abusive, obscene, offensive to the religious spirit, infringing to the privacy of individuals, or otherwise unlawful, in compliance with Italian law and international law.

Any mistakes in the data entered can be corrected in the registration stream.

  • The User is solely responsible for the preservation, confidentiality and use of his username and password and undertakes not to allow the use of it to third parties. Consequently, the User remains solely responsible for all its own and/or improper uses that may be made of it.
  • If the User does not comply with the above points 1.4, 1.5 and 1.6, the Supplier reserves the right to suspend the Service, even only for precautionary purposes, it being understood that in case of suspension nothing will be due to the User as compensation or refund for the period not enjoyed. Further remedies established by law and these conditions, including the right to terminate the agreement and to compensation for damages, shall also be subject to these conditions.
  1. DESCRIPTION OF THE SERVICE
    • The object of this contract is to supply from the Supplier to the User a service for the diffusion through web radio of ambient music inside the Premises. The Service is provided via web radio, monochannel or multichannel depending on the case, in streaming mode and without the possibility to interact with the programming offered. The inclusion of content provided by the User in the schedule is expressly excluded, unless otherwise agreed between the Parties. In case of different agreement, it is understood that the User guarantees to have all rights for the legitimate dissemination of the content provided to the Supplier, relieving the latter of any liability in this regard, with consequent obligation of indemnification in case of actions or claims of third parties.
    • The Service is provided on payment and involves the User in the obligation to recognize the consideration, as established in the following article 5).
    • The Service includes: (i) the dissemination of musical works in the Premises through the web radio; (ii) the use of the streaming software, the website and the user interfaces of the Supplier, as well as the devices made available, as loan, by the Supplier for the use of the Service.
    • The User is aware that the Supplier reproduces, communicates and executes in public the musical works disseminated through the Service, after purchase of the necessary licenses by the rightsholders and their representatives, including those who legitimately mediate copyright and related rights under current Italian and international law. The User acknowledges and accepts that the schedule used by the Supplier for the provision of the Service is subject to periodic changes and updates, based on agreements with right holders and their representatives; the Supplier does not therefore guarantee that specific works will be included in the broadcast schedule for the entire duration of the contract, however it is understood that the radio channels from time to time available will always have an adequate consistency, in terms of number and duration, ensuring a professional and quality service.
    • The User also acknowledges that to provide the Service, the Supplier may use third party software subject to the relevant licenses as well as use third party technology partners, including other companies in its group, without prejudice to its liability to the User for the fulfilment of all obligations under this contract.
    • The Service does not include:
  • equipment and devices for internet connection and related subscription costs
  • equipment and devices, such as cables, mixer, loudspeakers etc.. for the music diffusion in the Premises.
  1. TERMS OF SERVICE
    • The User agrees to use the Service in accordance with the applicable laws, the provisions of this Agreement, as well as the relative limitations of use resulting from the object of the Service. The User acknowledges that as a result of the contract he only acquires the right to use the Service within the limits established in the General Conditions; any intellectual and industrial property rights on parts or components of the Service (for example, works registrations, databases, software, user interfaces, trademarks and commercial logos, domain names, etc.), is and remains reserved for the Supplier and its successors, with the consequence that User undertakes not to interfere with the peaceful enjoyment of such rights, without prejudice to the legitimate use of the service.
    • The Service can be used exclusively within the premises identified by the User at the time of purchase. The use of the Service outside the Premises for which the Service has been expressly requested, constitutes a serious breach of contract by the User; in such a case, the Supplier may terminate the contract in accordance with article 1456 of the Italian Civil Code, with the consequent right to compensation for damages, shall in any case maintain the User’s sole responsibility for the abusive exploitation of musical works by the rightsholders and their representatives, including collective management bodies.
    • The User will not be able to disseminate musical content in the Premises outside the Service; in case of violation of this prohibition, the User will be liable to the owners of the rights and their representatives, including collective management bodies, with the consequent obligation to indemnify the Supplier from any claim or action of third parties that originates in the violation of the prohibition in question.
    • The User commits also:
  • not to download, copy, modify, distribute to third parties the Service and/or its contents;
  • not to grant licenses to third parties for the use in any form of the Service and its contents, including software and musical works;
  • not to remove, tamper with, block or circumvent any security measures taken by the Supplier to protect the Service and its contents;
  • not to use the Supplier’s trademarks, logos and other distinguishing marks without the Supplier’s written permission.

 

  • In the event that the User has requested the service of “Emergency Kit”, he or she undertakes not to use the Emergency Kit outside the cases specifically provided and with the modalities indicated in the relevant service sheet and, in any case, no later than the duration of the Service. If the User use the Emergency Kit outside the cases referred to in the specific service sheet, he or she shall be entitled to terminate the contract in accordance with Article 1456 of the Italian civil code, the User will be obliged to pay a penalty of one quarter of the use of the Service, except in any case compensation for the greatest damage and liability of the User for the abusive exploitation of musical works against the rightsholders and their representatives, including collective management bodies.

 

 

  1. DURATION OF SERVICE, TACIT RENEWAL, WITHDRAWAL AND TERMINATION
    • The duration of the Service is that indicated at the time of purchase in the Economic Offer. Upon expiration, the Service shall be tacitly renewed for a period of the same duration and under the same conditions, unless terminated by either Party at least 30 days before the expiration; in order to exercise the right of cancellation, the User can use one of the following ways: cancellation through the modalities provided in the User area of the site sito soundreefms.com, or sending a registered letter to SOUNDREEF MEDIA SERVICE SRL, Via del Lauro 14, 20121, Milano; sending PEC to soundreefsrl@legalmail.it. The Supplier reserves the right to inform the User of new conditions, including economic ones, applicable from the next renewal. If the User does not agree with the new terms, he may cancel the contract in the manner indicated in this article. In the absence of cancellation validly effected within the specified time limit, the new conditions are deemed to be accepted by the User.
    • The User can also withdraw at any time by sending a registered letter (to be sent to: SOUNDREEF MEDIA SERVICE SRL, Via del Lauro 14, 20121, Milano) or by PEC (soundreefsrl@legalmail.it), without prejudice to the obligation to acknowledge in full to the Supplier the consideration provided for the Service also in relation to periods not used; it is understood therefore that in case of early withdrawal of the User, the Supplier will not refund any amount to the User as compensation or refund for the unused period. In the same way, in the event of the closure of one or more rooms for which the Service has been requested, even for reasons beyond the User’s control, any refund in favor of the User for the unused period is expressly excluded.
    • The Supplier reserves the right to withdraw from this contract at any time without the obligation to grant any indemnification or compensation; it is understood that in the event of early withdrawal by the Supplier, the User will be obliged to acknowledge the consideration provided for the Service only for the part relating to the period actually enjoyed. In case of advance payment by the User of the fee for the Service, the Supplier, in case of early withdrawal, undertakes to return to the User the payment corresponding to the Service not received.
    • The Supplier may avail himself of the right to terminate the contract, in accordance with Article 1456 of the Italian Civil Code, in case of serious breach by the User of the obligations provided for him by Article 1), 3) and 5) and in the other cases provided for in these General Terms . In case of early termination, the Supplier shall be entitled to withhold, as a penalty, any amount paid in advance by the User, except in any case the greatest damage.

 

  1. FEE FOR THE SERVICE
    • The Service is not free of charge and therefore involves in the User the obligation to pay a fee in favour of the Supplier. The fee for the use of the Service is indicated in the Economic Offer and is summarized in detail at the following link: https://webradio.soundreef.com/it/webradio-registration. The User will also receive by email the confirmation of the purchase with a summary of the applicable conditions.
    • The payment of the consideration may be made according to the modalities indicated at the time of purchase of the Service in the Economic Offer. Unless otherwise stated in the Economic Offering, the consideration is due in advance, before the Service is activated, in a single solution for the entire duration of the Service.
    • It is the User’s responsibility to correctly enter the data required for the success of the payment transaction, if requested, and billing.
    • In any case, the Company will not be obliged to provide the requested Service until the successful payment transaction, subject to any other remedy provided in the General Conditions.
    • The Supplier reserves the right, at its discretion, to offer a free trial period to Users, regulating from time to time on the Site the terms and conditions of the promotion (for example, the duration of the trial, consequences in the event of failure to cancel before the end of the probationary period, etc.).
  2. LIMITATIONS OF LIABILITY AND GUARANTEES
    • The Supplier guarantees to be the holder of all rights and authorizations necessary for the provision of the Service and that the Service respects the law and does not violate rights of third parties.
    • Except in cases of intentional misconduct or gross negligence, in the case of liability of the Supplier for failure to fulfil its obligations, the User expressly accepts that this liability is limited to the maximum amount paid by the User to the Supplier for the period in which the Service was not provided.
    • The Supplier, in any case, will not be responsible for the failure to provide the Service if it depends on: (i) fact of the User; (ii) malfunctioning of the User’s internet network or the equipment otherwise used by the User to use the Service; (iii) chance or force majeure.
    • In any case, the User accepts that the results of the Supplier’s IT systems will be authentic for the purposes of determining any disruption.
    • If any dispute arise over the rights licensed to the Supplier and used by the Supplier for the purpose of executing this contract, the Supplier reserves the precautionary right to suspend, in whole or in part, the Service; it is understood that in such a case the User is not entitled to any indemnification or compensation, subject to the reduction of the compensation provided for in Article 5 above) in proportion to the period not enjoyed, provided that the User promptly informs the Supplier of any disputes likely to give rise to injurious consequences in such a way as to allow the Supplier to put in place, in the interests of the Parties, any necessary or appropriate action and defence.
    • In the case of inspections and controls by bodies responsible for the management and control of copyright and related rights, the User will be responsible for representing to the persons in charge of the control that within the premises the Supplier distributes exclusively musical works on which he has obtained regular license from the respective owners of the rights, also through bodies ritually authorized to the exercise of the activity of intermediation of copyright and related rights; in order to prevent such disputes the Supplier, directly or through companies of his group, may provide the User with a certificate issued by the licensors.
    • The Supplier does not guarantee: (i) the achievement of specific objectives of the User through the Service; (ii) the increase of sales and turnover of the User as a direct or indirect consequence of the User’s use of the Service.
  3. APPLICABLE LAW AND COMPETENT COURT
    • The present agreement is governed by the Italian law.
    • Any dispute in any way related to the formation, execution, interpretation, validity and termination of this Agreement shall be assigned by common accord to the exclusive jurisdiction of the Court of Milan, Italy, with the consequent exclusion of the jurisdiction of any other court which may be competent by law to hear and determine the same dispute.

 

  1. DATA PROTECTION
    • The Parties undertake to respect legal and regulatory obligations regarding the protection of personal data in accordance with the General Data Protection Regulation (GDPR) EU 2016/679 if, in the execution of this Agreement, are able to process data of that nature.
  2. ASSIGNMENT OF THE CONTRACT
    • The User accepts that the Supplier may transfer this Agreement, as well as the rights and obligations arising therefrom, to any other company in his group, without the need to obtain further authorizations from the User.
  3. OTHER CLAUSES
    • Any tolerance to the violation of one or more clauses contained in the General Terms can never be understood as tacit renunciation of the rights deriving from the violated dispositions.
    • The invalidity or non-applicability of any provision of the General Conditions shall not affect the validity or applicability of any other provision contained therein. The Parties are already in agreement to replace the invalid clause with a new clause which will as far as possible preserve the effects and meaning of the original clause.
    • The communications between the Parties pursuant to and for the effects of the General Conditions may be validly addressed to one of the addresses indicated at the time of registration or thereafter in the manner indicated on the Site and, in the case of communications addressed to the Supplier, to the address indicated in the General Provisions of these General Conditions.

Pursuant to and for the effects of Articles 1341 and 1342 of the Italian Civil Code, the User declares to have read carefully and to accept the content of the following clauses: 1.7 (suspension of the Service); 4.1 (tacit renewal of service and unilateral modification of contractual terms); 4.2 (User withdrawal); 4.3 (Supplier withdrawal); 5.4 (suspension of service); 6.2, 6.3, 6.4, 6.5, 6.6 and 6.7 (limitation of the Supplier’s liability and suspension of service); 7. (applicable law); 7.2 (competent court); 9.1 (assignment of the contract).