THESE TERMS AND CONDITIONS SET OUT THE BASIS ON WHICH YOU AGREE TO USE THE TOOLS. YOUR ATTENTION IS PARTICULARLY DRAWN TO CLAUSES 11 AND 12 WHICH REQUIRE YOU TO INDEMNIFY PRS for Music IN CERTAIN CIRCUMSTANCES AND WHICH LIMIT THE EXTENT OF PRS for Music’s LIABILITY TO YOU. THESE TERMS FORM A BINDING CONTRACT BETWEEN YOU AND PRS for Music.
1.1 The following words have the following meanings:
1.1.1 Business Day a day other than a Saturday, Sunday or public holiday in England;
1.1.2 PRS for Music PRS for Music Limited (no. 03444246) of 2 Pancras Square, London, N1C 4AG;
1.1.3 Services provision of the Tools and availability through it of functions and information to allow the User to view society tariffs, discounts and administration rates;
1.1.4 Terms these terms, as they may be revised from time to time by PRS for Music in accordance with clause 2.3 below;
1.1.5 Tools the PRS for Music-provided and supported Live Concert Service app including the Licence Fee Calculator and the Live Concert Service Royalty Calculator accessible at:
1.1.6 User the PRS for Music member granted access to the Tools by PRS for Music
2.1 These Terms shall govern the User’s use of the Services.
2.2 By using the Tools the User accepts these Terms in full, as amended from time to time in accordance with clause 2.3 below.
2.3 PRS for Music may amend these Terms by giving the User 28 days’ written notice. Any use of the Service after notification of such amendments and their coming into force will constitute the User’s acceptance of such amended Terms.
3.1 The User may access the Tools only via the login provided to it by PRS for Music and must not use any other User’s account to access the Tools.
3.2 It is the User’s responsibility to ensure that such login details are kept secure and confidential at all times and are not disclosed to any third parties.
3.3 The User must not allow any other person to use its account to access the Tools and must notify PRS for Music in writing immediately of any unauthorised or improper use of the account.
3.4 Where a User nominates more than one individual to access the Tools or use the Services:
3.4.1 PRS for Music may issue each nominated individual with login details (subject to the provisions of this clause 3.4 and clause 3.5 below);
3.4.2 it is the User’s responsibility to ensure compliance with these Terms by each such individual and the User shall be liable under these Terms for any use or misuse by such individual(s) whether or not such activities were carried out in the course of their duties for the User or otherwise; and
3.4.3 the User must give PRS for Music written notice of the cessation of employment of any such individual or the withdrawal by the User of that individual’s authority to access the Tools or use the Services on the User’s behalf so that such login details can be disabled. The User shall remain responsible under these Terms for any activity using such login details until the expiry of 10 Business Days from the date of receipt of such written notice.
3.5 The User is responsible for any activity on the Tools or the Services arising out of a failure to comply with any of the obligations under this clause 3.5 and may be held liable for any losses arising out of such failure.
4.1 PRS for Music may suspend or cancel the User’s account:
4.1.1 at any time without written or other notice for breach of these Terms; or
4.1.2 for any other reason at PRS for Music’s discretion on 7 days’ written notice.
5.1 The User may access the Tools and use the Services to:
5.1.1 view society tariffs, discounts and administration rates;
5.1.2 calculate licence fees and estimated royalties; and
5.1.3 track the processing of royalties.
5.2 The User must not:
5.2.1 use the Tools or the Services in any way or take any action that causes, or may cause, damage to the Tools or impairment of the performance, availability or accessibility of the Services;
5.2.2 use the Tools or the Services (including but not limited to any data obtained through the Tools) other than as authorised under these Terms or for any purpose that is either prohibited by these Terms or unlawful.
5.3 The User shall immediately inform PRS for Music on becoming aware of:
5.3.1 any inaccurate or misleading information on the Tools or the Services; and/or
5.3.2 any unauthorised or improper use of the Tools or the Services.
6.1 PRS for Music does not guarantee that the Tools or the Services will always be available or uninterrupted.
6.2 PRS for Music may suspend, withdraw, discontinue or change all or any part of the Tools or the Services at any time without written or other notice.
6.3 PRS for Music shall not be liable if for any reason the Tools or the Services are unavailable at any time for any period.
7.1 Subject to the provisions of clause 7.2 below, the User shall not use, or disclose to any person other than the User's professional representatives or advisers acting under a duty of confidentiality, any information concerning the operation of the Tools or the Services without obtaining the prior written approval of PRS for Music.
7.2 The provisions of clause 7.1 above do not apply to:
7.2.1 any announcement or disclosure required to be made by law;
7.2.2 any information which is or becomes generally available to the public in the same format as it is available in the Tools other than as a result of disclosure by the User; or
7.2.3 any information which is, was or becomes available to the User in the same format as it is available in the Tools otherwise than pursuant to these Terms and free of any restrictions as to its use or disclosure.
7.3 The provisions of this clause 7 will continue to apply notwithstanding termination of these Terms.
8.1 The User warrants that any information which is supplied to PRS for Music in the course of use of the Tools or the Services which is the subject of any data protection or privacy laws (including without limitation the Data Protection Act 1998) is provided in accordance with such laws.
8.2 Any information provided to PRS for Music in the course of use of the Tools or the Services will be held by PRS for Music as the data controller in accordance with the Data Protection Act 1998 and processed only for the purpose of provision of the Tools or the Services to the User and other Users of the Tools or the Services.
9.1 The User shall indemnify and hold PRS for Music harmless from and against all liabilities, losses, damages, costs and expenses (including legal fees incurred) in relation to any claims, charges, proceedings or actions made or brought by any person (whether in contract tort or under criminal law) against PRS for Music as a result of any use of the Tools or the Services by the User which is outside the permissions and use authorised by these Terms, including but not limited to clause 5 above.
9.2 PRS for Music shall promptly inform the User of a claim which it considers is covered by the indemnity in clause 9.1 above and shall consult with the User regarding PRS for Music's response to such claim. The User shall at its own expense give PRS for Music such assistance as PRS for Music reasonably requires to deal with such claim. PRS for Music may (but is not obliged to) give the User control over any proceedings or negotiations relating to such claim in which case PRS for Music shall (subject to the indemnity in clause 9.1 above), give the User such assistance as the User reasonably requires to deal with such claim.
10.1 PRS for Music shall not be liable to the User for any loss or damage, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, even if foreseeable, arising under or in connection with the performance or contemplated performance of the Tools or the Services, including but not limited to:
10.1.1 use of, or inability to use, the Tools or the Services;
10.1.2 use of or reliance on any content displayed on the Tools or the Services; or
10.1.3 loss of any data stored on the Tools or the Services.
10.2 In particular, PRS for Music shall not be liable to the User for any:
10.2.1 pure economic loss;
10.2.2 loss of profit;
10.2.3 loss of business opportunity, goodwill or reputation; or
10.2.4 any indirect or consequential loss or damage.
10.3 Nothing in these conditions excludes or limits the liability of PRS for Music for death or personal injury directly caused by PRS for Music’s negligence or for fraudulent misrepresentation.
11.1 Subject to the express provisions of these Terms:
11.1.1 PRS for Music owns and controls all the intellectual property rights arising from the User’s use of the Tools or the Services; and
11.1.2 all the copyright and other intellectual property rights in the Tools or the Services are reserved.
12.1 The User may not assign or transfer its rights or obligations under these Terms without the prior written consent of PRS for Music.
12.2 PRS for Music may assign its rights and obligations under these Terms or any part of it to any person by notice to the User.
13.1 Any written notice under these Terms shall be valid if sent by e-mail to:
13.1.1 the User: the email address used for the User’s login; and
13.1.2 PRS for Music: email@example.com.
14.1 Each right or remedy of PRS for Music under these Terms is without prejudice to any other right or remedy of PRS for Music whether or not under these Terms.
14.2 If any provision of these Terms is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it will to the extent of the illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of these Terms and the remainder of such provision will continue in full force and effect.
14.3 Failure or delay by PRS for Music in enforcing or partially enforcing any provision of these Terms will not be construed as a waiver of any of its rights under these Terms.
14.4 Any waiver by PRS for Music of any breach of, or any default under, any provision of these Terms by the User will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of these Terms.
14.5 PRS for Music and the User do not intend that any term of these Terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
14.6 The formation, existence, construction, performance, validity and all aspects of these terms will be governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English and Welsh courts.