At registration time you agree to the following license agreement by ticking the "I agree to the site terms and conditions" box. Please only tick this box if you agree with the following.
END-USER LICENCE AGREEMENT
This license is made at the time of registration betwen
(1) “DDM”:Digital Dream Machine Company Limited company no. (06746623) whose registered office is at Holland House, 1-5 Oakfield, Sale, Cheshire M33 6TT.
(A) Words and phrases defined in these recitals shall have the same meanings in the main body of this Licence and vice versa.
(B) DDM is the owner and/or licensee of the copyright and all other intellectual property rights in the Content details of which are set out in the Schedule (the “Content”) and its associated documentation (the “Documentation”).
(C) DDM is prepared to license the use of the Content and the Documentation to Licensee on the terms and conditions set out herein for the strict purpose of Licensee’s using the Content at the Location (as set out in the Schedule).
(D) The terms of this Licence are also reproduced on the Content. Licensee must read through the Licence terms and conditions, and click YES at the end of the terms and conditions screen of the Content at which point the Content will be loaded onto Licensee’s computer. If Licensee does not agree to be bound by these terms and conditions the Content will not be loaded onto Licensee’s computer.
1.1 The headings used in this Licence are included for convenience only and are not to be used in construing or interpreting this Licence.
1.2 Any reference in this Licence to any statute, decree, law, statutory instrument or other regulation having the force of law shall be deemed to include any lawful modifications thereto or re-enactments thereof after the date of signature of this Licence.
1.3 Any reference to the plural shall include the singular and any reference to the singular shall include the plural and any reference to one gender shall include all genders.
1.4 Any reference to a person shall include natural persons, partnerships and other such unincorporated bodies, corporate bodies and all other legal persons of whatever kind or however constituted.
1.5 Any reference to a clause or schedule shall (unless otherwise specifically provided) be a reference to a clause or schedule of this Licence.
1.6 Any obligation by a party not to do an act or thing shall be deemed to include an obligation not to permit such act or thing to be done by another person.
2 Licence and Payment
2.1 In consideration of the payments set out in the Schedule by Licensee to DDM, DDM
2.1.1 hereby grants Licensee, on a non-exclusive basis, the right to load the Content into and use it on a single computer (unless specifically agreed by the parties to the contrary) which is under Licensee’s control and which is situated at the Location;
2.1.2 shall provide the Update Services to the Licensee during DDM’s normal working hours
Provided Always that the Licensee shall procure that the equipment upon which the Content is loaded is at all times is connected to a broadband telephone line.
2.2 Licensee is not permitted:
2.2.1 use the Content other than at the Location;
2.2.2 to load the Content onto an additional computer or a network server for the purposes of distribution to one or more other computer(s) on that network or to effect such distribution (such use requiring a separate licence);
2.2.3 except as expressly specified by this Licence and save to the extent and in the circumstances expressly permitted by law, to rent, lease, sub-license, loan, copy, modify, adapt, merge, translate, reverse engineer, decompile, disassemble or create derivative works based on the whole or any part of the Content or the Documentation or use, reproduce or deal in the Content or any part thereof in any way.
2.3 To the extent that local law gives Licensee the right to decompile the Content in order to obtain information necessary to render the Content interoperable with other computer programs, DDM will make such information readily available to Licensee. DDM shall have the right to impose reasonable conditions such as a reasonable fee for doing so. In order to ensure that Licensee receives the appropriate information, Licensee must first give DDM sufficient details of Licensee’s objectives and the other Content concerned.
2.4 The Licence Fee and Update Fee shall be due to be paid by the Licensee monthly by direct debit/PayPal transfer on or before the monthly payment date specified in the Schedule.
2.5 The Licence Fee and Update Fee and any additional charges payable under this Agreement are exclusive of Value Added Tax which shall be paid by the Licensee at the rate and in the manner for the time being prescribed by law.
2.6 If any sum payable under this Agreement is not paid within 7 days after the due date then (without prejudice to DDM’s other rights and remedies) DDM reserves the right to:
2.6.1 suspend the licence granted pursuant to clause 2 until such time as payment is made in full; and
2.6.2 suspend the performance of any Update Service; and
2.6.3 charge interest on such sum on a day to day basis (as well after as before any judgment) from the date or last date for payment thereof to the date of actual payment (both dates inclusive) at the rate of 8 per cent above the base rate of HSBC Bank plc (or such other London Clearing Bank as DDM may nominate) from time to time in force compounded quarterly. Such interest shall be paid on demand by DDM.
For the avoidance of doubt, any failure to make payment within 7 days after the due date shall constitute a breach of contract for the purposes of Clause 6.1.1.
The Licence shall commence on the date hereof and shall continue for the Initial Period and thereafter until terminated as provided in this Agreement.
4.1 All intellectual property and other rights in the Content and the Documentation (and all copies thereof) belong to and shall remain vested at all times in DDM and DDM reserves the right to grant licences to use the Content to third parties.
4.2 A complete copy of the Licensed Programs is maintained by DDM and can be downloaded direct to the equipment used by the Licensee by DDM.
4.3 The Licensee shall during the continuance of the Licence:
4.3.1 effect and maintain adequate security measures to safeguard the Content from access or use by any unauthorised person;
4.3.2 retain the Content under the Licensee’s effective control.
4.4 If the equipment upon which the Content is used is disconnected from the broadband telephone line for in excess of 7 days without the prior written consent of DDM the Content will be automatically erased from the said equipment. The Licensee hereby consents to such erasing.
4.5 The Licensee shall notify DDM immediately if the Licensee becomes aware of any unauthorised use of the whole or any part of the Content by any person.
4.6 The Licensee will permit DDM to check the use of the Content by the Licensee at all reasonable times and for that purpose (i) the Licensee shall ensure that the equipment on which the Content is used is always attached to at least an ADSL line and (ii) DDM shall be entitled to enter the Location upon reasonable prior notice (and so that the Licensee hereby irrevocably licenses DDM, its employees and agents to enter any such premises for such purpose).
4.7 DDM shall indemnify the Licensee against any claim that the normal use or possession of the Content infringes the UK intellectual property rights of any third party provided that DDM is notified promptly in writing of any claim that DDM is given immediate and complete control of such claim, that the Licensee does not prejudice DDM’s defence of such claim, that the Licensee gives DDM all reasonable assistance with such claim (at the cost of DDM) and that the claim does not arise as a result of the use of the Content in combination with any equipment (other than the Equipment) or programs not supplied or approved by DDM or by reason of any alteration or modification which was not made by DDM or with its prior written consent. DDM shall have the right to replace or change all or any part of the Content in order to avoid any infringement. The foregoing states the entire liability of DDM to the Licensee in respect of the infringement of the intellectual property rights of any third party.
5.1 DDM warrants that the Content will perform substantially in accordance with the Documentation (provided that the Content is properly used on the computer and with the operating system for which it was designed) and that the Documentation correctly describes the operation of the Content in all material respects. If DDM is notified of significant errors during the Warranty Period it will correct any such demonstrable errors in the Content or the Documentation within a reasonable time.
5.2 The foregoing provisions of this clause 5 represent Licensee’s sole remedies for any breach of DDM’s warranties, which are given only to the original registered user.
5.3 The express terms of this Licence are in lieu of all warranties, conditions, undertakings, terms and obligations implied by statute, common law, trade usage, course of dealing or otherwise all of which are hereby excluded to the fullest extent permitted by law.
5.4 DDM does not warrant that the Content will meet Licensee’s requirements or that the operation of the Content will be uninterrupted or error-free or that defects in the Content will be corrected. Licensee shall load and use the Content at Licensee’s own risk and in no event will DDM be liable to Licensee for any indirect or special loss or damage of any kind (except personal injury or death resulting from DDM’ negligence or breach of this Agreement) including any form of lost profits or consequential loss arising from Licensee’s use of or inability to use the Content or from errors or deficiencies in it whether caused by negligence or otherwise. DDM shall also not be liable for any failure by the Content to provide any functions not specified in the Documentation. In respect of any other claim, in no event shall DDM’ liability exceed the amount paid by Licensee under this Licence.
5.5 DDM shall indemnify the Licensee and keep the Licensee fully and effectively indemnified on demand against any loss of or damage to any property or injury to or death of any person caused by any negligent act or omission or breach of this Agreement by DDM, its employees, agents or sub-contractors.
5.6 The Licensee shall indemnify DDM and keep DDM fully and effectively indemnified on demand against any loss of or damage to any property or injury to or death of any person caused by any negligent act or omission or breach of this Agreement by the Licensee, its employees, agents or sub-contractors.
5.7 Except in respect of injury to or death of any person or any other liability which cannot be limited or excluded by law (for which no limit applies), the respective liability of DDM and the Licensee under sub-clauses 5.5 and 5.6 in respect of each event or series of connected events (save for the obligation of the Licensee hereunder to pay fees) shall not exceed £100,000.
5.8 Notwithstanding anything else contained in this Agreement DDM shall not be liable to the Licensee for loss of profits or contracts, loss of goodwill or other special, indirect or consequential loss whether arising from negligence, breach of contract or howsoever.
6.1 The rights granted to Licensee in this Licence are subject to DDM being entitled to terminate this Licence forthwith by notice in writing to Licensee if:
6.1.1 Licensee commits an irremediable breach of this Licence, persistently repeats a remediable breach or commits any remediable breach and fails to remedy it within 30 days of receipt of notice of the breach requiring remedy of the same; or
6.1.2 Licensee is unable to pay its debts within the meaning of s.123 of the Insolvency Act 1986 or shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition, scheme or arrangement with (or assignment for the benefit of) its creditors or a receiver, administrative receiver or similar officer is appointed over all or a substantial part of its undertaking or assets or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for its winding (other than for the purposes of reconstruction or amalgamation and whether by the presentation of a winding up petition or otherwise) or for the making of an administration order; or
6.1.3 Licensee ceases or threatens to cease to carry on business; or
6.1.4 there is at any time a material change in the management ownership or control of Licensee.
6.2 On termination of this Licence, Licensee shall forthwith cease all activities authorised by this Licence. For the avoidance of doubt upon the termination of the Licence the Content will be automatically erased from the equipment on which the Content is to be used. The Licensee hereby consents to such erasing.
6.3 The Licence herein granted may only be terminated at the same time as this Agreement is terminated.
6.4 Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination. For the avoidance of doubt, there shall be no refund of any element of the Licence Fee or Support Fee by reason of any termination by the Licensee.
The remedies available to the parties under this Licence shall be without prejudice to any other rights, either at common law or under statute, which either may have against the other.
The failure or delay of either party to enforce or to exercise, at any time or for any period of time, any term of or any right, power or privilege arising pursuant to this Licence does not constitute and shall not be construed as a waiver of such term or right and shall in no way affect a party's right later to enforce or exercise it nor shall any single or partial exercise of any remedy, right, power or privilege preclude any further exercise of the same or the exercise of any other remedy, right, power or privilege.
The invalidity or unenforceability of any term of, or any right arising pursuant to this Licence shall not in any way affect the remaining terms or rights which shall be construed as if such invalid or unenforceable term or right did not exist.
Any notice or written communication required or permitted to be served on or given to a party under this Licence shall be delivered by hand or sent by recorded delivery mail to the other Companies at their addresses set out in the hard copy version of this Licence or to such other addresses previously notified to the sending party and shall be deemed to have been given when actually received or, if sent by recorded delivery mail and returned marked "gone away" or to the like effect, on return of such recorded delivery mail.
This Licence is personal to Licensee and Licensee may not assign, transfer, sub-contract or otherwise part with this Licence or any right or obligation under it without the prior written consent of DDM.
12 Force Majeure
No party shall be liable to the others if its performance of its obligations under this Licence (other than an obligation to pay money) is prevented or hindered due to any circumstances outside its control.
13 Entire agreement
This Licence contains all the terms agreed by the parties relating to the subject matter of this Licence and supersedes any prior agreements, understandings or arrangements between them, whether oral or in writing, and no representation undertaking or promise shall be taken to have been given or been implied from anything said or written in negotiations between the parties prior to this Licence except as set out in this Licence. In particular but without prejudice to the generality of the foregoing Licensee acknowledges that it has not been induced to enter into this Licence by any representation or warranty other than those contained or referred to in this Licence.
No variation or amendment to this Licence shall be effective unless in writing signed by the authorised representatives of the parties.
15 Law and Jurisdiction
The construction, validity and performance of this Licence is governed by the law of England and the parties accept the jurisdiction of the English Courts.
Minimum Machine Specifications
The minimum specifications required for your PC to run the DDM software are as follows:
Win XP, Vista 32bit, Win7 32bit
HDD at least 60GB free (If downloading all 3000 Karaoke and max 5000 music)
Memory MIN 1GB
At least 1.2 GHz Processor
Graphics Memory 128MB or better @ 1024x768 res.
Either VGA, DVI, AV (or S-Video) for connection to screens
Please Note: 64 bit operating systems are not currently supported.
Please note that all music held on the hard drive is property of PPL and NSM Music.
All music supplied by NSM Music Ltd is licensed by PPL and MCPS
All other licenses and costs are the responsibility of the venue
If for whatever reason your software has been disconnected , you will be liable for a £95 re connection charge which we will require payment before the process of re connection takes place.
Race Night Considerations
Under the Gambling Act of 2005 race night rules to be aware of are as follows:
It cannot be for personal gain
They are allowed to take out costs
A percentage has to be for a nominated cause or charity (includes football/darts teams etc)