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KARAOKE ON DEMAND LICENCE

 

The terms and conditions of Use of the KOD Licence issued by HORIZON MUSIC ENTERTAINMENT PTE LTD,  a company incorporated in Singapore hand having its registered office at 59A Neil Road, Singapore 088894 (“HME”) shall be as follows:

 

The terms and conditions herein shall apply to all Licensee who has applied for a licence to use the KOD Licence granted by HME for the One Calender Year commencing from 1st January to 31st December.

 

    1. The Record Companies (as defined herein) are the copyright owners of the rights to certain cinematograph films in certain Videos as well as to the song lyrics and music contained in the Videos (as herein defined).
    2. Each of the Record Companies (as defined herein) has appointed HME as its exclusive licensee with the right and authority to grant licences to licensees for the reproduction of such Videos (as herein defined) in any computerized karaoke-on-demand system(s) for public performance in a commercial karaoke establishment in Singapore.
    3. The Licensee has applied to HME for a non-exclusive, non-assignable and non-transferable right and licence to reproduce the Videos (as herein defined) on a KOD System (as herein defined) by a party or parties duly authorized by HME to enable retrieval and public performance thereof within the Outlet (as defined herein) upon the terms and conditions set out in this Licence.

 

 

The Licensee has agreed to the followings:

 

1.    INTERPRETATION

 

1.1.  In this Licence, unless the context otherwise requires the following words or expressions, shall have the following meanings:

 

Contract Year” means each period of twelve (12) months commencing from 1st January of each year during the Term of this Licence.

 

KOD System” means any computerized karaoke-on-demand system(s) installed or set up in an Outlet to enable transmission (without any downloading function) of any Videos via system cable to a karaoke box or screen connected thereto, all within a closed end system situated in such Outlet.  For the avoidance of doubt, any computerized system will also include any electronic or electrical system capable of performing the functions as envisaged by the term herein.

 

Licence” means the non-exclusive licence granted by HME to the Licensee under the terms and conditions as provided herein.

 

Licence Fee” means the non-refundable licence fees payable by the Licensee to HME pursuant to Clause 4.1.

 

Outlet” means any physical commercial premises used by the Licensee for the operation of a commercial karaoke business in Singapore as permitted by applicable law, more particularly described in Schedule A.

 

Permitted Hard Disk” means the computer hard disk used in the KOD System stored within the Outlet into which HME authorizes the reproduction of Videos.

 

Public Performance Licence” means a valid and subsisting licence issued by HME authorizing the public performance of any Videos within the Outlet.

 

Public Performance” means, the causing of any Video to be heard and/or seen in public by any means whatsoever within the meaning of the Singapore Copyright Act (Cap.63).

 

Record Companies” means all or any of the record companies listed in Schedule B (as many be amended from time to time as notified by HME to Licensee during the term of this Licence) which are copyright owners or exclusive licensees of the Videos in Singapore, and a “Record Company” means any one of such Record Companies. 

 

Reproduction Licence” means a valid and subsisting licence issued by HME or the Composers and Authors Society of Singapore (if applicable) authorizing the reproduction of music and lyrics in the Videos within the Outlets.

 

Term” means the duration of this Licence as stipulated in Clause 3.

 

Videos” means karaoke version of music videos owned and/or under the control of any of the Record Companies and which are licensed by HME at its discretion to the Licensee under this Licence to reproduce for public performance at the Outlet, and each a “Video”.

 

1.2.  Unless the context otherwise requires:-

 

    1. Words importing the singular number include the plural number, and vice versa, and words importing the masculine gender include the feminine and neuter genders, and vice versa;
    2. The words “hereof”, “herein”, “hereon” and “hereunder” and words of a similar import, when used in this Licence, refer to this Licence as a whole and not to any particular provision of this Licence;
    3. The headings to the Clauses hereof shall not be deemed to be a part thereof or be taken in consideration in the interpretation or construction thereof or of this Licence;
    4. References herein to Clauses and Schedules are references to Clauses of and Schedules to this Licence;
    5. References herein to documents include variations and replacement thereof and supplements thereto;
    6. References herein to statutes and other legislation include re-enactments and amendments thereof and include any subordinate legislation made under any such statute; and
    7. References herein to a party include its permitted assigns and transferees, and its successors-in-title and personal representatives;

 

2.     GRANT OF LICENCE

 

2.1. On the application and the payment of the licence fees to be paid by the Licencee to HME, HME hereby grants to the Licensee, during the Term, a non-exclusive, non-assignable and non-transferable right and licence to reproduce one (1) copy of each Video on the Permitted Hard Disk, for the sole and exclusive purpose of publicly performing the same at the Outlet via the use of the KOD System.

 

2.2. HME reserves the right to from time to time and at its sole discretion include, on the payment of additional licence fee by the Licensee which amount is determined at the sole and absolute discretion of HME, such new Videos under this Licenses. 

 

2.3.  In the event that HME notifies the Licensee that any Video or Videos is to be removed, the Licensee shall at its own costs and expense, immediately cease all use and remove the same.

 

2.4. For the avoidance of doubt, all rights and licenses not specifically and expressly granted to and conferred upon Licensee by this Licence are for all purposes reserved to HME and/or the Record Companies.  Nothing contained in this Licence may be construed as conferring upon the Licensee any rights interests or property in any of the Videos or at all and the rights in the Licence does not extend to, including without limitation:

 

    1. Public performance of the Videos;
    2. Reproduction and/or use of record album covers, photographs or artwork related to any Videos;
    3. Use of any musical or other original work or any sound recording or other subject matter comprised in any of the Videos;
    4. Use of any trademarks, names, words, marks, signs, emblems, devices, symbols or other identification owned by or relating to HME and/or the Record Companies; or
    5. Any other rights comprised in the copyright to the Videos.
    6. Any other rights not expressly provided in this Licence.
    7. Any other rights to which HME shall in its absolute discretion determine.

 

3.   TERM AND RENEWAL

 

3.1.  The Licence shall commence for a period of 12 months from the 1st day of January and shall terminate on 31st December.

 

3.2.  This Licence may be renewed on such terms as may be imposed by HME.

 

4.  LICENCE FEES

 

4.1. In consideration of the grant of the Licence, the Licensee shall pay to HME without deduction, demand or set-off, a non-refundable Licence Fee calculated in accordance with Schedule C, which shall be due and payable by Licensee to HME upon an application by the Licencee in the form and manner as required by HME.

 

4.2. The aforesaid Licence Fee is exclusive of goods and services tax (“GST”).  The Licensee shall pay to HME any GST or other impositions of a like nature by whatever name called that may be levied or imposed for any goods and services supplied (including the Videos) under or in connection with this Licence,  if applicable.

 

4.3. All costs and expenses associated with the acquisition, installation, operation and maintenance of the KOD System (and any hardware, software and any other equipment therein comprised) shall not be part or included in this Licence or Licence and the Licensee shall be borne wholly and exclusively by Licensee.

 

4.4. HME may from time to time and in its sole and absolute discretion remove one or more Videos, and in such event, the Licensee shall at its own costs immediately remove the same from the Permitted Hard Disk and the KOD System.  The Licensee shall not in connection with any such removal be entitled to a refund of any part of the Licence Fee or for any set-off compensation damages of any form of payment or remedy whatsoever.

 

4.5. For the avoidance of doubt, it is expressly agreed that any fees or charges paid or payments made by the Licensee to the Licensor for any matter in relation or pursuant to this Licence is not refundable.  The Licensor may pay such “ex-gratia” amount to the Licensee in its absolute discretion determine.

 

4.6. All monies payable under this Licence shall be due and payable on the date of the application by the Licencee regardless of any disputes or controversies between HME and the Licensee and shall not relieve the Licensee from its obligations to pay all such monies payable hereunder on the due date without deduction or set-off.

 

5.  UNDERTAKING BY LICENSEE

 

5.1.   The Licensee represents, warrants and covenants to HME and the Record Companies that:

 

    1. It has the full right and power to enter into and fully perform this Liccence in accordance with its terms; and
    2. Its execution, delivery and performance of this Licence will not violate the provisions of any Licence to which it is a party or violate any applicable law or regulation, including those related to personal data protection.

 

5.2.    The Licensee undertakes that it will (at its own costs and expense):-

 

    1. Obtain the prior written approval of HME before any change in the ownership or control of Licensee;
    2. Ensure timely payment of the Licence Fee;
    3. Allow regular surveillance checks at the Outlet;
    4. Cooperate with the relevant governmental authorities and other industry groups to combat karaoke piracy;
    5. Maintain in its own name, a valid and subsisting Public Performance License or any such license or permit from such relevant Authority in respect of the Outlet or business; and
    6. Obtain all necessary rights and licences necessary for the operation of the KOD System without any infringement of any third party rights.
    7. Undertake to bear all costs and expense for any installation of the licensed material. For the avoidance of adoubt, HME shall not be obliged to assist the Licensee in this pursuit.

 

5.3.  The Licensee further undertakes to HME that:-

 

    1. The KOD System will only be used within the Outlet and will not be removed elsewhere without the prior written permission of HME;
    2. When requested by HME, the Licensee will allow access to the Outlet to demonstrate the operation of the KOD System to HME;
    3. The Licensee will ensure that the Outlet display proper copyright and other notices and credits as required by HME;
    4. The Licensee will use its best commercial efforts to update it’s technology to protect against unauthorized distribution or copying of Videos and shall not knowingly enable or assist any third party in any unauthorized use or utilization of any Videos or visual or audio recordings embodied therein, and will not use any name or image belonging to the Record Companies without the prior written consent of HME.  No alteration or association of any Videos (or part thereof) is permitted without the prior written consent of HME;
    5. All Files, derivatives and copies of the Videos made or authorized to be made by the Licensee, whether included in the KOD System or in any format, shall be and remain the sole and exclusive property of the Record Companies, and shall be handled pursuant to the instructions of HME.  The Licensee may not contest or assist anyone to contest HME’s or the Record Companies rights;
    6. In the event of any breach or non-performance by Licensee of its undertakings, warranties or obligations under this Licence, the Licensee undertakes to indemnify HME and the Record Companies and keep them fully indemnified from and against all action, proceedings, claims, demands, costs, awards and damages however arising directly or indirectly from such breach or non-performance;
    7. The Licensee shall provide, the following at the times stated hereunder and in such form and manner as HME may from time to time designate:
    8. Within 7 days from the written demand by HME, a statement setting out the entire list of Videos stored in the Permitted Hard Disk, with information for each Video as requested by HME in the form as HME may from time to time designated; and
    9. A list setting out an entire list of Videos stored in the Permitted Hard Disk including the additions and deletions of Videos to or from the Permitted Hard Disk in the form as HME may from time to time designate, every six months from the date of the grant of this Licence.

 

5.4.    HME shall have the right to require that the Licensee install additional software and/or hardware to monitor the use of the Videos on the KOD System.  The cost of acquiring, installing and integrating such software and/or hardware with the KOD System shall be borne by the Licensee.

 

5.5.   Licensee shall not sell, export or otherwise part possession with the Permitted Hard Disk, or alter, edit or manipulate the Videos (including, for the avoidance of doubt, the accompanying soundtrack) by digital or any other means.  Licensee shall not authorize or authorize any infringement of any copyright in the Videos and/or any works and/or other subject matter comprised therein.  Licensee hereby undertakes that it will not engage in editing, remixing, re-recording or altering in any way including overdubbing the sounds or images contained in the Videos.

 

6.             CLAIMS

 

6.1.         The Licensee shall immediately notify HME of any claim or threat of legal proceedings against the Licensee in connection with the Videos or the exercise of the Licence granted to it under this Licence.  The Licensee shall give HME its fullest cooperation, including but not limited to the obtaining or the giving of evidence in court in any ensuing legal action, and shall not do anything to settle or compromise HME’s or the Record Companies’ legal position in relation thereto.  HME reserves the right to initiate at any time the prosecution of any infringement of, challenge the use of Videos by third parties or defend any action brought by third parties.

 

6.2.         Notwithstanding anything in this Licence, HME will not be liable to the Licensee, in connection with any loss, claim or damage arising under or in connection with this Licence.  The Licensee shall not be liable for any loss, claim or damage Licensee may suffer in connection with any loss of data, loss of profits, loss of goodwill, loss of business or business opportunity, or indirect losses or consequential damages of any kind, regardless of the course thereof, including but not limited to the negligence of HME.

 

7.             TERMINATION

 

7.1.         HME shall have the right at any time to terminate this Licence forthwith by written notice to the Licensee in any of the following events: 

 

    1. If Licensee fails to pay any money due to HME under this Licence within thirty (30) days after the date on which the same falls due;
    2. If the Licensee fails or refuses to perform or comply with any one or more of its obligations under this Licence, and, if such default is capable of remedy, the Licensee fails to remedy such default within thirty (30) days after written notice of such default has been given to the Licensee by HME;
    3. If the Licensee ceases or announces its intention to cease to carry business;
    4. If the Licensee become insolvent or is unable to pay its debts as they fall due or suspends or threatens to suspend making payments with respect to all or any class of its debts or enters into any composition or arrangement with its creditors or makes a general assignment for the benefit of its creditors; 
    5. If the Licensee goes into liquidation or if an order is made or a resolution is passed for the winding up of the Licensee whether voluntarily or compulsorily (except for the purpose of a bona fide reconstruction or amalgamation);
    6. If the Licensee has a receiver or manager or judicial manager or similar officer is appointed over any part of its assets or undertaking;
    7. If Licensee parts possession with the Permitted Hard Disk without prior written consent of HME;
    8. If Licensee reproduces or uses in connection with the Karaoke on Demand systems any cinematograph films, Karaoke or Music Videos without the consent of the relevant copyright proprietor or licensee thereof (whether or not a Record Company);
    9. If Licensee uses the KOD System otherwise than as expressly permitted in this Licence;
    10. If Licensee purports to assign its rights hereunder or without the prior written consent of HME; or
    11. If the prior written approval of HME is not sought or not given for any change in the ownership or control of licensee and such change occurs.

 

7.2.  Upon the termination or expiration of this Licence for any reason whatsoever;

 

    1. The Licensee shall immediately cease all use of the Videos whatsoever;
    2. The Licensee shall immediately upon the direction of HME erase, destroy or render useless all reproduction of the Videos made by Licensee.  If requested in writing by HME, such destruction or erasure shall be conducted in the presence of HME’s representatives who shall be entitled to inspect and verify that such erasure or destruction has been effective.
    3. The Licensee shall upon prior notice, allow HME and/or its representative, to inspect any of the Licensee’s records, computer systems, devices and/or equipment (including, without limitation, the KOD System, and the Permitted Hard Disk) for the purpose of verifying compliance of its obligations hereunder.

 

7.3.   The right of termination provided in this Clause 7 shall not be exclusive and are in addition to any of the other rights provided by this Licence or by law.  The termination of this Licence shall not prejudice the rights and remedies of HME in respect of any breach or antecedent breach by the Licensee of any of its obligations under this Licence.  The termination or expiration of this Licence shall in no way relieve the Licensee from its obligations to pay HME any sums accrued hereunder prior to such termination or expiration.

 

8.    CONFIDENTIALITY

 

8.1.   Each Party hereby undertake not to disclose any information relating to this Licence or any matters contemplated herein to any person, company or firm at any time without the prior written approval of the other Party, and shall ensure that all its officers, employees, agents and representatives who have access to or have knowledge of this Licence or any matter contemplated herein or have been involved in the negotiations hereof shall similarly observe this obligation of confidentiality.  Any public announcements, press releases and press statements relating to this Licence shall require the prior mutual agreement of the Parties.  The obligation and undertakings of the Licensee under this Clause 8 shall survive the expiry of termination of the Licence.

 

9.    GENERAL

 

9.1. Nothing in this Licence shall constitute or be deemed to constitute a partnership between the Parties or constitute or be deemed to constitute one Party as agent or employee of the other Party for any purpose whatsoever and neither Party shall have any authority or power to bind the other Party or to contract in the name or consent in writing of the other party in any way or for any purpose.

 

9.2.  The Licensee may not assign this Licence or any interest herein, in part or in whole, without the prior written consent of HME.  This Licensee may not sub-licence the Licence granted hereunder.  Any such purported assignment or sub-licence in breach of this Clause 9.2 shall be void and without effect whether as against HME or otherwise.

 

9.3.  Time shall be of the essence for any payment thing act or action required to be done by the Licensee.

 

9.4.  No failure by HME to exercise or delay by HME in exercising any right, power or remedy under this Licence will operate as a waiver.  Nor will any single or partial exercise by HME of any right, power or remedy preclude any other or future exercise of that or any other right, power or remedy by HME.  No waiver shall be valid unless in writing signed by HME.  The rights and remedies herein are in addition to any rights or remedies provided by law.

 

9.5. This Licence shall not be altered, changed, supplemented, or amended except by written instruments signed by HME.

 

9.6. Any one or more clauses, stipulations or provisions of this Licence, or any part thereof, which is declared or adjudged to be illegal, invalid, prohibited or unenforceable under any application law or in any jurisdiction shall be ineffective to the extent of such illegality, invalidity, prohibition or unenforceability without invalidating, vitiating or rendering unenforceable the remaining clauses, stipulations or provisions in any other jurisdiction.

 

10. NOTICES

 

10.1. All notices, demands or other communications required or permitted to be given or made hereunder shall be in writing and delivered personally or sent by prepaid registered post or by fax addressed to the intended recipient thereof at its address or fax number set out below (or to such other address or fax number as any Party may from time to time notify the other Party).  Any such notice, demand or communication shall be deemed to have been duly served on and received by the addressee:

 

    1. If delivered by hand, at the time of delivery;
    2. If sent by prepaid registered post, within 3 days of posting; or
    3. If transmitted by way of fax, at the time of transmission.

 

In proving the giving of a notice or any other document, it shall be sufficient to show:

 

    1. In the case of registered post, that the notice or other document was contained in an envelope which was duly addressed and posted; or
    2. In the case of fax that the fax transmission was duly transmitted from the transmitting terminal as evidence by a transmission report generated by the transmitting terminal.

  

Address:
HME
Horizon Music Entertainment Pte Ltd
59A, Neil Road,
Singapore 088894

 

The Licensee: The address as provided in the application form by the Licensee.

 

10.2.       A List of the Videos may be inspected at the office of HME by prior appointment.  For the avoidance of doubts, no copies shall be made for distribution.

 

11.          GOVERNING LAW AND DISPUTE RESOLUTION

 

11.1.       Governing Law– This Licence shall be governed by, interpreted and construed in accordance with the laws of Singapore.

 

11.2.       Mediation – Any dispute relating to, arising from or in any way connected with this Licence of any term or condition hereof, or the performance by either Party of its obligations hereunder, whether before or after termination of this Licene (“Dispute”) shall be first resolved between the parties in good faith by way of mediation by the Singapore Mediation Centre in accordance with the Singapore Mediation Centre’s Mediation Procedure and the annexures thereto, or such other procedures, rules and regulations as shall be imposed or adopted by the Singapore Mediation Centre from time to time.  Each Party agrees and undertakes to take such action and enter into such mediation agreement as shall be required for submission of the Dispute to the Singapore Mediation Centre for mediation.  If the Dispute is not settled within sixty (60) days from the date of submission of the Dispute for mediation, then each Party shall be entitled to refer the Dispute to arbitration in accordance with Clause 12.

 

12.          ARBITRATION

 

12.1.       Any dispute arising amongst the Parties as to the construction of this Licence or as to any matter or thing of whatsoever nature arising thereunder or in connection therewith, including any question regarding its existence, validity or termination, such dispute or controversy, which cannot be resolved by mutual or amicable agreement, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Rules of the Singapore International Arbitration Centre (the “SIAC”) as from time to time in force by a single arbitrator to be appointed between the parties, or failing agreement within thirty (30) days of he service by any Party to the other of a written request to concur in the appointment of an arbitrator, by a single arbitrator to be appointed on the request of any Party by the Chairman of the SIAC.  The place of arbitration shall be Singapore and the arbitration shall be conducted wholly in the English language.  The Parties hereby agree that the International Arbitration Act (Cap. 143A) shall apply to any arbitration proceedings between the Parties.  Any award of such arbitrator shall as between the parties be final and binding on the Parties.

 

13.          CONTRACTS (RIGHTS OF THIRD PARTIES) ACT (CAP. 53B) NOT APPLICABLE

 

13.1.       Save for the parties specifically identified at the beginning of this Licence, any person who is not a party to this Licence whether or not any benefit is conferred or purported to be conferred on him directly or indirectly has no rights under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term or condition of this Licence.

 

SCHEDULE A

 

OUTLET

 

For the purposes of this Licence, the “Outlet” at which the KOD System may be located and operated shall be disclosed and declared by the Licencee in the application form as provided by HME:

 

SCHEDULE B

 

LIST OF RECORD COMPANIES

 

  1. HAO CHI VIDEO & RECORD CO., LTD (豪記影視唱片有限公司)
  2. SHANG HAO RECORD CO. LTD (上豪视聴有限公司)
  3. HAO SHENG RECORD CO.LTD (豪聲唱片有限公司)

 

HME expressly reserve the right to change the contents in the list in Schedule B without notice.

 

SCHEDULE C

 

LICENCE FEE

 

KARAOKE-ON-DEMAND LICENCE - TARRIFFS SCHEDULE

  

 

Tariff Category

Description

Category A

KTV karaoke Lounge / Night Club

Category B

Pub/Bar/Lounge

Category C

Restaurant/Government Statutory Board and Other

Category D

Ad-hoc Events

 

Notes :

  1.  

    1. Tariffs are payable in advance unless otherwise stated.
    2. Seating capacity is taken to be the number of people that the rooms and/ or common singing halls can accommodate according to the public entertainment licence.
    3. The tariffs schedule is subject to periodical adjustment and the final confirmation of Horizon Music Entertainment Pte Ltd.
    4. In the event of any ambiguity in relation to the tariffs schedule, the final decision   shall be made by Horizon Music Entertainment Pte Ltd in its sole and absolute discretion.
    5. No GST is applicable, unless otherwise stated.

 

Category A

 

Karaoke operator Such as KTV lounge and night club that provide karaoke facilities using KOD system.

 

 

Seating Capacity

Rate (per location per annum wef 1st Feb 2015)

40-59

$2,600

60-79

$3,900

80-99

$6,500

100-119

$7,800

120-139

$9,100

140 & above

$10,800

 

Category B 

    

Karaoke operator such as Bars ,Pubs , Disco and Lounge with less than 4 KTV room and seating capacity under 39 which provide karaoke facilities

 

 

$1,500 (per location per annum wef 1st Feb 2015)

 

Category C

 

Karaoke facilities using KOD system operated by Restaurant, Government statutory board and community centre operated by the people association.

 

 

$1,000(per location perannum wef 1st Feb 2015)

 

Category D  

   

Event where Karaoke facilities using KOD system are offered on an ad hoc basic.

 

 

$90 (per day)

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