2. This agreement commences on the Effective Date and continues until termination in accordance with this agreement (Term).
3. I agree that OneMusic Australia may arrange for the installation of an Audoo Audio Meter (Meter) at the Premises for the purpose of identifying music performed at the Premises.
4. I understand that a representative of OneMusic Australia or Audoo Limited (Audoo) will install the Meter at the Premises, and that data identifying the music performed (Meter Data) will be transmitted to Audoo to analyse and report to APRA.
5. I understand that the Meter Data will be used only for the following purposes:
(a) informing APRA’s distribution of payments to its members;
(b) producing internal analyses and reporting; and
(c) producing aggregated and deidentified insights and music use information to the general public, OneMusic Australia’s licensees and OneMusic Australia’s licensing partners and their members and licensors as relevant.
6. OneMusic Australia covenants to the Premises that the Meter Data will not be used by OneMusic Australia as part of any proceedings brought against the Premises for infringement of its OneMusic Australia Licence.
7. I agree that the Meter is licensed for use at the Premises and remains the property of Audoo at all times.
8. I grant OneMusic Australia or its representatives access to the Premises for the purpose of installing, maintaining, removing or otherwise dealing with the Meter, provided I receive reasonable notice and the access is during the usual business hours of the Premises.
9. Unless I instruct otherwise, OneMusic Australia or its representatives are permitted to photograph the Meter in situ, once installed at the Premises, for the purpose of identifying the place in the Premises at which the Meter is located.
10. I agree that I, and any of the Premises’ employees, agents or contractors, will reasonably protect the Meter from any loss or damage.
11. I agree that I must not:
(a) attempt to download, copy, modify, create derivative works from, frame, mirror, republish or distribute any portion of the Meter and/or Audoo’s software;
(b) attempt to copy, adapt, decompile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Meter and/or Audoo’s software;
(c) access or use the Meter and/or Audoo’s software in order to build a product or service which competes with the Meter and/or Audoo’s software;
(d) resell, sublicence or otherwise use the Meter and/or Audoo’s software to provide services to third parties;
(e) attempt to obtain, or assist third parties other than OneMusic Australia, Audoo or their representatives in obtaining access to the Meter and/or Audoo’s software; and
(f) access, store, distribute or transmit any viruses into or via the Meter and/or Audoo’s software.
12. The Premises indemnifies OneMusic Australia against any loss, liability, cost or expense suffered or incurred by OneMusic Australia in relation to:
(a) any breach by the Premises of its obligations under this agreement; and
(b) any wilful or negligent act or omission of the Premises, its employees, agents or contractors that causes or results in damage to the Meter.
13. OneMusic Australia indemnifies the Premises against any loss, liability, cost or expense suffered or incurred by the Premises during the Term in relation to any damage caused by the Meter.
14. I agree that OneMusic Australia may terminate this agreement at any time, provided I receive reasonable notice.
15. I agree that, if OneMusic Australia provides notice of termination, I will allow OneMusic Australia or its representative access to the Premises for the purposes of de-activation and removal in accordance with clause 8.