User Terms and Conditions

As of June 2014 – to present date

These Terms and Conditions of Use (the “Agreement”) are between you and FIRE Entertainment , its subsidiaries and affiliates (the “Administrator”). In consideration of the right to access and use the website located at the Universal Resource Locator address https://firemusic.com.au (the “Site” or the “Website”), and to receive the services offered through the Website, you agree to the terms and conditions of use set forth in this Agreement and acknowledge that you are at least 13 years of age.
This Agreement applies to the Services (as described below) currently offered by Administrator and any Services that Administrator may choose to offer in the future (unless stated otherwise).
The Website and the Services are available only to, and may only be used by individuals and entities able to form legally binding contracts under applicable law. The Services offered hereunder are not available to children (persons under the age of 13) or to any user who has been suspended from the site, whose use has been restricted for any reason or whose registration has been revoked. If you are under the age of 13, you can use this service only in conjunction with, and under the supervision of, your parents or guardians. If you do not qualify, please do not use the Website or the Services. If you are acting on behalf of any entity or organization, you warrant and represent that you have the authority to bind the entity to these Terms and Conditions.

YOUR USE OF THE WEBSITE OR THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT AND INDICATES YOUR WILLINGNESS TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN.

Website Content

The Website presents information and content including, but not limited to, articles, opinions, text, data, software applications, commentary, advertisements, graphics, illustrations, calendars, designs, games, reviews, video and audio files, programs, code, and photos, in addition to User Generated Content (as defined herein) (collectively, “Content”), that is owned or licensed by Administrator. The Site may also include materials owned by third parties and posted on the Site by virtue of a license, grant or some other form of agreement between the third party and Administrator. When used in these Terms and Conditions, “we”, “us” and “our” mean Administrator.

The Content contained on this Website is for general information use only and has not been verified by Administrator. Administrator does not make any representations as to the accuracy or completeness of Content or assume any liability for any loss that may result from the reliance by any person upon any Content we provide. Any statements non-factual in nature constitute only current opinions, which are subject to change without notice.

Services

Through the Website, you may be able to review Content (as defined herein), upload and download files, register for membership, purchase products, make donations, sign up for events, pay for goods and services, communicate and establish relationships with other users, and post information, opinions and comments (together, the “Services”). Administrator reserves the right to change, suspend and discontinue any aspect of the Services at any time including, but not limited to, the nature of the services offered, databases, hours of availability, and software needed for access or use. Notwithstanding anything herein to the contrary, Administrator reserves the right to permit or restrict access to any user in it its sole discretion.

Profiles, Blogs and Boards. Administrator offers original and third party information on the Website. You may be invited to provide custom screen names, icons, and profile information created by you (together, “Profile Information”); and you may be permitted to comment on, post, transmit or submit messages, ideas and other materials, which may include uploading files, inputting data, providing personal information, submitting opinions or engaging in any form of communication (“Content”) that you submit, post and display on the Website or through the Services (collectively, “User Generated Content”) to other Website users, blogs, bulletin boards and public areas within or in connection with the Site or in connection with the Services provided hereunder (collectively “Forums”). In submitting User Generated Content to Forums, you agree to strictly limit yourself to discussions about the subject matter for which the Forums are intended.

Prices & Quotes

User Generated Content

Administrator does not endorse and has no control over User Generated Content submitted by you or others and accepts no responsibility whatsoever in connection with or arising therefrom. User Generated Content submitted through the Site is not necessarily reviewed by Administrator prior to posting and does not necessarily reflect the opinions or policies of Administrator. If at any time Administrator chooses, in its sole discretion, to monitor the Forums, Administrator nonetheless assumes no responsibility for User Generated Content, no obligation to modify or remove any inappropriate or inaccurate User Generated Content, and no responsibility for the conduct of the user submitting any User Generated Content. Administrator makes no warranties, express or implied, as to the suitability, accuracy or reliability of any Content and other materials on the Website. Nonetheless, Administrator reserves the right to prevent you from submitting User Generated Content and to edit, restrict or remove any User Generated Content for any reason at any time. You agree that Administrator shall accept no liability if we prevent, in our sole discretion, your User Generated Content from being submitted, or we edit, restrict or remove it. You also agree to permit any other user of this Site and any third-party website on which your User Generated Content may be included, to access, view, store and reproduce the material for such user’s personal use.

Certain portions of this Website may offer you the ability to send (by e-mail or otherwise) messages directly to Administrator or another user. Administrator shall have no liability for any delay, loss or damage that may result from your use of e-mail tools or from interception or unauthorized use by third parties of any information you send through our systems. You are solely responsible for your interactions with other users on and through the Website. Administrator reserves the right, but has no obligation, to monitor disputes between you and other users.

In the event a dispute arises between you and Administrator or any third party, please e-mail Administrator at info@firemusic.com.au and we will work quickly towards a resolution. We encourage you to report all user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity.

Ownership and Use of Content

All of the Content is owned or licensed by Administrator and is protected by worldwide copyright laws and treaty provisions, unless otherwise indicated. You may make and use printouts of the Content for your personal, non-commercial use only, provided that the printouts retain all copyright, trademark and other proprietary notices. Use of the Content on any other website or in a networked computer environment for any purpose, or any other republication or redistribution of the Content, including, without limitation, framing the Content within another website, is expressly prohibited without the prior written permission of Administrator. Please contact us at info@firemusic.com.au with any licensing inquiries.

By providing your Profile Information and/or User Generated Content or engaging in any form of communication on or through the Website, you hereby grant Administrator a perpetual, world-wide, irrevocable, unrestricted, non-exclusive, royalty-free license to use, copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, and edit any User Generated Content which you may provide. You hereby waive all rights to any claim against Administrator for any alleged or actual infringements of any intellectual property rights, proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with such User Generated Content. By submitting User Generated Content, you represent to Administrator that such content is original, you are its rightful owner or that you have first obtained permission from the rightful owner to submit it, and that you have the authority to assign or license to Administrator all rights, title and interest as set forth herein in and to such User Generated Content. You acknowledge that The Administrator has detrimentally relied upon this representation. Accordingly, you further agree to defend, hold harmless and indemnify Administrator from and against any and all claims of alleged or actual infringements of any intellectual property rights, proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution raised by third parties against The Administrator in connection with such User Generated Content.

You agree to release Administrator, its parents, partners, contractors and affiliates together with their respective employees, agents, officers, directors and shareholders, from any and all liability and obligations whatsoever in connection with, or arising from, your use of the Forums or the Services. If at any time you are not happy with the Website or the Services or object to any Content, your sole remedy is to cease using them.

Limitation of Use

You agree that you will neither post User Content nor submit User Generated Content to Forums that:

• is unlawful, threatening, obscene, vulgar, pornographic, profane or indecent, including any communication that constitutes (or encourages conduct that would constitute) a criminal offense, gives rise to civil liability or otherwise violates any local, state, national or international law;
• violates the copyright, trademark or other intellectual property rights of any other person or Administrator;
• is false, inaccurate or misleading or improperly assumes or claims the identity, characteristics or qualifications of another person;
• imposes an unreasonable or disproportionately large load on the Website’s infrastructure;
• is for the purpose of spamming or for aggressively promoting goods or services without our prior authorization;
• is fraudulent or involves the distribution or sale of illegal, counterfeit, or stolen items;
• contains any virus, Trojan horse, worm, time bomb, cancelbot, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information, or other harmful component; or
• is libelous or invasive of privacy or publicity rights or any other third party rights;
Furthermore, you acknowledge and agree that you will not: (i) collect or store personal data about other users of the Website, including collecting user names or email addresses of users by electronic or other means for the purpose of sending unsolicited email, (ii) upload, e-mail or otherwise transmit any material or User Generated Content that contains viruses or any other computer code, files or programs that might interrupt, limit or interfere with the functionality of any computer software, hardware, database or file that is owned, leased or used by Administrator, the Website, or its users; or (iii) submit unwanted messages by e-mail or otherwise (“Spam”) or post User Generated Content that disparages or insults any user.

User Submissions

All comments, feedback, postcards, emails, suggestions, ideas, and other submissions disclosed, submitted or offered to Administrator through this Website or directly to Administrator for any purpose (“Submissions”) are the property of Administrator. Administrator will own exclusively all rights, title and interests in Submissions, and we shall be free to use any ideas, concepts, know-how and techniques, that you may submit through the website or directly to Administrator, for any purpose commercial or otherwise. Administrator shall not (a) be subject to any obligations of confidentiality regarding any Submissions except as specified in Administrator’s Privacy Policy, as set forth in any additional terms and conditions relating to specific products or services, or as otherwise specifically agreed to by us in writing or required by law (b) be obligated to pay to user any compensation for any Submissions; or (c) be required to respond to any Submission by any user.

Trademarks

Administrator and third party trademarks and service marks may or may not be designated as such from time to time on the Site through use of the SM, TM or ® symbols. Except when included in any authorized printouts of the Content, you are not authorized to make any use of any names, logos or taglines posted on the Site, whether or not designated by such symbols, including, but not limited to, as meta-tags or in any other fashion without the express prior written permission of Administrator.
Security. For your protection, Administrator may require the use of encryption technologies for certain types of communications conducted through the Website. While we may provide those technologies and might use other reasonable precautions to protect confidential information and provide suitable security, we do not guarantee or warrant that information transmitted through the Internet is secure, or that such transmissions will be free from delay, interruption, interception or error. In connection with your use of the Website, you may establish or otherwise receive from Administrator user IDs, passwords and other security codes (“User Codes”) that you may need in order to access and use certain portions of the Website. You are responsible for maintaining the confidentiality of your User Codes. You agree that you will be fully responsible for all activities that occur utilizing your User Codes, and that neither Administrator nor Administrator is under any duty to inquire as to the authority or propriety of any instructions provided via your User Codes, or to otherwise verify the identity of anyone using your User Codes. You agree that Administrator shall not be responsible for damages or losses resulting from any breach of security caused by your failure to maintain the confidentiality of your User Codes. If you permit access to your User Codes by third parties, then you agree to defend, indemnify and hold Administrator harmless against any liability, losses, damages or costs and expenses (including attorneys’ fees) arising out of, or resulting from, such access and related use of the website. Administrator reserves the right to block access to the Website for any reason. You also agree to immediately notify Administrator if you become aware of any loss or theft of your User Codes or any unauthorized use of your User Codes.

Minors. 

Administrator does not knowingly gather or solicit data from anyone under the age of 13 through the Website for marketing purposes. Please see our Privacy Policy for additional information.

Availability

Not all of the products and Services offered through the Website are available in all geographic areas, and we reserve the right to restrict any user from purchasing any product or receiving any Service made available through the Website at any time, without notice. The information provided on the Website is not directed at, or intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or any non-Australian jurisdiction or country that would subject Administrator or its affiliates to any registration requirement within such jurisdiction or country.

NO WARRANTY

THE SERVICES, CONTENT AND WEBSITE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WHICH ARE HEREBY EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW. ADMINISTRATOR SHALL NOT BE RESPONSIBLE OR LIABLE TO ANY USER FOR ANY ACTS OF FRAUD, THEFT, MISAPPROPRIATION, TAMPERING, HACKING, INTERCEPTION, PIRACY, MISUSE, MISREPRESENTATION, DISSEMINATION, OR OTHER ILLEGAL OR UNAUTHORIZED ACTIVITIES OF THIRD PARTIES. YOU UNDERSTAND AND EXPRESSLY AGREE THAT THE USE OF THE SERVICES AND THE WEBSITE AND ALL THEIR CONTENTS IS AT YOUR SOLE RISK, THAT ANY AND ALL CONTENT, MATERIAL AND DATA UPLOADED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE OR THE SERVICES IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU, YOUR PROPERTY OR ANY THIRD PARTY OR THIRD PARTY’S PROPERTY THAT RESULTS FROM THE USE OF THE WEBSITE OR SERVICES.

TO THE EXTENT THAT THE LAW DOES NOT PERMIT THE DISCLAIMER OF WARRANTIES, ALL CONTENT AND SERVICES ACCESSIBLE ON THE WEBSITE, OR ANY OTHER WEBSITE TO WHICH IT IS LINKED, AND ALL OPERATIONS OF THE WEBSITE AND THE SERVICES ARE WARRANTED ONLY TO THE MINIMUM AMOUNT LEGALLY REQUIRED.

NO LIABILITY

IN USING THE WEBSITE AND THE SERVICES, YOU SPECIFICALLY AGREE THAT YOU WILL NOT HOLD ADMINISTRATOR OR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND SUPPLIERS LIABLE TO YOU OR ANY PARTY FOR ANY DAMAGES OR INJURY OR LOSS, INCLUDING ANY DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOST PROFITS, THAT MAY RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE WEBSITE, CONTENT AND SERVICES (OR ANY OTHER DATA OR LINKED WEBSITE) OR OTHERWISE RELATING TO OR ARISING OUT OF THE WEBSITE, EMAIL, FORUMS, THE SERVICES OR YOUR USE THEREOF, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION. ADMINISTRATOR SHALL NOT BE LIABLE EVEN IF ADMINISTRATOR OR AN AUTHORIZED REPRESENTATIVE OF ADMINISTRATOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRATY, THE MAXIMUM LIABILITY OF ADMINISTRATOR, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND SUPPLIERS FOR ANY CLAIM OR ACTION RELATING TO THE SITE OR THE SERVICES PROVIDED HEREUNDER SHALL BE LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES PAID BY YOU TO ADMINISTRATOR IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE OF THE ACTION GIVING RISE TO LIABILITY, AND (B) $100.

Term & Termination

The term of this Agreement shall commence when you first visit the Website, view the Content or use the Services and shall apply to all of your subsequent visits and uses, provided that nothing herein shall prohibit us from refusing or otherwise restricting access to any user for any reason at any time, in our sole discretion. Administrator may, with or without cause, immediately terminate this Agreement without notice, and deny you access to the Website and/or the Services in its sole discretion. Without limiting the foregoing, Administrator has the right to immediately terminate any passwords or accounts created by you in the event that you breach this Agreement or engage in conduct that Administrator, in its sole discretion, considers unacceptable. If this Agreement is terminated, you will no longer be authorized to access any areas of the Website and/or use the Services. Without limiting any other rights Administrator has, you understand and acknowledge that Administrator, in its sole discretion, may pursue legal and/or equitable relief against you if you breach or threaten to breach these Terms and Conditions.

Changes

The Content on this website and these Terms and Conditions are subject to change and updating by Administrator and our affiliates, partners, contractors, agents and representatives at any time without prior notice. The changes may include superseding terms and conditions or specific notices. YOU SHOULD REVIEW THESE TERMS AND CONDITIONS FROM TIME TO TIME TO BE AWARE OF ANY CHANGES THAT ARE MADE. Your continuing use of this website constitutes your acceptance of any change or update, all of which shall become controlling when posted.
Privacy. Please review our Privacy Policy.

Applicable Law & Jurisdiction

Persons who access this Website do so at their own initiative, and are responsible for compliance with applicable local laws and regulations. The laws of the State of New South Wales will govern these Terms and Conditions, without regard to conflicts of law principles. The United Nations Convention on Contracts for the Sale of Goods does not apply to this Agreement. Any and all claims and controversies arising out of and related to the Privacy Policy and this Agreement shall be settled in the courts of competent jurisdiction in NSW. Any such claim or controversy shall be adjudicated on an individual basis and shall not be consolidated with a claim of any other party. The foregoing shall not preclude The Administrator from seeking any injunctive relief in courts of competent jurisdiction located in other countries for protection of Administrator’s intellectual property rights.

General

These Terms and Conditions set forth the entire understanding and agreement between you and us with respect to the subject matter hereof. If any provision or provisions hereof shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be in any way affected thereby. Except as described herein, you may not assign these Terms and Conditions without our explicit consent. You are responsible for fees associated with gaining access to the Website, including the fees associated with the equipment necessary to access the Internet and the fees charged by your internet service provider.

The Website and Services provided hereunder are offered by FIRE Entertainment.

Services Terms and Conditions

As of June 2014 – to present date

Our Company’s General Terms & Conditions for Serivces 

*To the extent that the following Terms & Conditions conflict with any terms listed in the Additional Notes section in our individual agreements or quotes sent to clients and prospects,  the Additional Notes shall prevail. 

Our Engagement Agreements and/or Engagement Letters are  made by and between FIRE ENT and the respective Client and will govern the Clients purchase from FIRE ENTERTAINMENT of products and services on the following Terms and Conditions:

1. Products and Services. FIRE ENT and its affiliates have alliance relationships with third party product and services vendors (“Third Party Suppliers”). As part of many such arrangements, FIRE ENT is able to resell the Third Party Supplier’s hardware, software and other products (collectively “Products”) and Third Party Supplier services (“Services”) and may receive discounts or rebates from the Third Party Suppliers in connection with the sale of such Products or Services. Products and Services are sold by FIRE ENT either as the owner of the Products and Services or as a reseller under the terms and conditions established by the applicable Third Party Supplier. Therefore, Products and Services are provided subject to any relevant Third Party Supplier’s applicable terms and where relevant shall constitute an agreement between FIRE ENT and the Third Party Supplier only, and not Client, and which FIRE ENT may be required to execute or accept as a condition of the sale. Third Party Supplier’s standard terms and conditions may be superseded by either written agreement between the Third Party Supplier and FIRE ENT or written authorisation by Third Party Supplier to Client, provided that Third Party Supplier allows such agreement or authorisation to apply to Client purchase through FIRE ENT. FIRE ENT will provide such terms and conditions to Client prior to acceptance of the Engagement Agreement upon request. Third Party Suppliers are independent contractors and shall not be deemed employees, agents, subcontractors or authorised representatives, partners or joint ventures of FIRE ENT.

2. Engagement Agreements. Products and Services purchased or licensed hereunder will be listed on Engagement Agreement(s) issued by FIRE ENT to Client (each, an “Engagement Agreement”). FIRE ENT will order or provide the Products and Services specified on each Engagement Agreement that has been accepted by both FIRE ENT and Client. FIRE ENT accepts an Engagement Agreement by signing the Engagement Agreement or by issuing an Engagement Agreement for the Products or Services listed in the Engagement Agreement. Client accepts an Engagement Agreement if it signs the Engagement Agreement, provides an electronic acceptance of the Engagement Agreement, or to the extent that Client orders or provides Products or Services pursuant to such Engagement Agreement. FIRE ENT’s obligation to fulfil any accepted Engagement Agreement is expressly limited to the quantities, descriptions, delivery locations, transaction-specific terms, and pricing of Products and Services specified in an Engagement Agreement provided by Client, except that (a) where Third Party Supplier requests to substitute a Product, FIRE ENT may make such substitution upon written notice of approval from Client, such approval not to be unreasonably withheld or delayed; and (b) Client may change the location where Products are to be delivered by written notice to FIRE ENT, subject to acceptance by FIRE ENT. All Engagement Agreements shall be subject to the terms and conditions of this Engagement Agreement, in its entirety without addition, modification or exception. Any term, condition or proposal submitted by FIRE ENT in an Engagement Agreement or otherwise (whether orally or in writing) which is inconsistent with or in addition to the applicable Engagement Agreement or the terms and conditions of this Engagement Agreement is specifically rejected by Client and will be of no force or effect, unless signed by a representative of Client expressly authorised to accept such terms and conditions. Client’s silence or failure to respond to any such subsequent or different term, condition or proposal, or signature by any other individual, shall not be deemed to be Client’s acceptance or approval thereof. FIRE ENT and Client also may agree in writing to different or additional terms and conditions related to specific Products or Services in the applicable Engagement Agreement, which will modify the terms and conditions of this Engagement Agreement solely as related to such Products and Services. This Engagement Agreement, including any accepted Enga gement Agreements, constitutes the entire agreement between the parties regarding a purchase of Products or Services from Client and supersedes and replaces any previous communications, representations or agreements.

3. Prices and Payment. (a) FIRE ENT will invoice Client (a.1) for Products when such Products ship or are electronically delivered as applicable and (a.2) unless otherwise agreed, for Services upon acceptance of the Engagement Agreement. Client agrees to pay as invoiced the total purchase price for the Products and Services agreed in the Engagement Agreement, plus Billable Taxes (as defined in clause 4) and applicable delivery and insurance charges. Subject to the details outlined in the Additional Notes above, payment in full is due within 15 days of FIRE ENT submission of an invoice. Client will be deemed to have received any invoice sent electronically or by facsimile when it is transmitted. Any amounts associated with any Products or Services, including any Billable Taxes, will be collected by FIRE ENT solely in its capacity as an independent reseller of such Product or Service. Prices & Quotes: Prices for products and services advertised by FIRE Entertainment are determined at the time of or derand, prior to payment,are subject to change without notice. Quotes for goods and services provided to clients via a written proposal will be valid for a period of 30 days from the date the quote was issued. All quoted rates may change for future services. Our rates may be adjusted to take into account changes in costs and relevant market conditions. If a change in the prices, during a negotiation or after a quote was issued, were required due to forces outside the Company’s control, FIRE Entertainment will inform the Client before proceeding. (b) Payments, Credits & Refunds: Payments are to be made to FIRE Entertainment without any deduction or discount other than as stated in these Terms or in the relevant invoice or statement. Our bills are payable in full within 14 days after the date of issue and will include amounts payable by you in respect of service fees, cost of goods, retainers, any agreed additional hours in which services were provided and agreed amounts payable for disbursements and out of pocket expenses, percentages of profit shares, and all other accruing amounts as specified prior to the engagement of services. (c) Payment Plans: A payment plan may be offered to the Client on request and will be granted to the client under the sole discretion of Fire Entertainment. Payment Plans do not represent a reduction or division of the cost for the services or products offered  and Clients who request such Payment Plan commit to pay for the services or products offered in full. (d) FIRE Entertainment may refrain from delivering goods or services to the Client if any of the following circumstances occur:  bills are not paid as agreed, or the client does not meet the requirements to pay money on account of costs and disbursements, or if the client fails to provide any of the necessary information required to provide the services as described in the Services Agreement provided to the client. (e) Ownership: Ownership of all works created by Fire Entertainment for the client will remain property of Fire Entertainment until all monies due by the Client are paid in full to Fire Entertainment. Once all monies are paid, the rights of the works created will be passed to the Client and other relevant owners of the work as agreed by both parties before commencing the work. (f) Engagement of services: By engaging our services you agree to our Terms & Conditions listed on this page. The following actions may be considered as engagement of our services: making full or partial payment of an invoice, paying an initial deposit; agree to the commencement of work from our staff via electronic means including but not limited to text, video or voice recordings;  receive services from us. The client acknowledges that immediately after they engage our services FIRE Entertainment may incur administrative, man-hours, and other costs for the planning and execution of those services. We do not provide refunds. FIRE Entertainment offers a 48 hour cooling period (the Cooling Period) after engaging our services where a refund can be requested. Refunds within the Cooling Period can only be granted if no expenses have been made on behalf of the client within that time. After the the Cooling Period has expired no refunds will be provided, however, Fire Entertainment reserves the right to provide credits under their sole discretion. (g) Overdue accounts and unpaid bills: We reserve the right to charge interest on amounts overdue by 30 days or more at the rate of 9% per annum. (h) If bills remain unpaid after 90 days, we reserve the right to pass on the Client’s bill to our Debt Collecting service of choice. All additional professional fees, late payment fees, administration fees and other fees added to the bill by the Debt Collecting services, will be charged to the Client.  FIRE Entertainment will not be responsible for any repercussions these debt collecting services may cause to the Client’s credit and financial reputation.

4. Taxes. (a). The price of Products and Services shall be exclusive of any applicable taxes including but not limited to, sales, use, excise, value-added, business, service, goods and services, consumption, and other similar taxes or duties (“Indirect Taxes”). In addition to the purchase price, Client shall pay or reimburse Client for Indirect Taxes, property taxes and all other similar taxes, local fees or charges imposed by any applicable governmental entity for Products and/or Services provided under this Engagement Agreement (collectively, “Billable Taxes”), unless FIRE ENT has provided Client with a valid exemption certificate for the applicable jurisdiction. (b). Where FIRE ENT is required by prevailing legislation to apply Indirect Taxes in respect to any Product or Service resold by FIRE ENT to Client, FIRE ENT shall provide Client with a relevant invoice that specifically states the value of Indirect Taxes payable at the rate prevailing at the time of issuing valid invoice(s). Where Client is permitted by prevailing legislation to recover or obtain relief from such Indirect Taxes, FIRE ENT shall endeavour to ensure that such invoices meet all the necessary conditions required by prevailing legislation to allow Client to recover or obtain relief from such Indirect Taxes. Client shall pay to FIRE ENT the value of the invoice plus any Billable Taxes. (c) If FIRE ENT has incorrectly overcharged Billable Taxes to Client, then FIRE ENT shall correct the invoice within 60 business days of such an error being discovered and notified to FIRE ENT, and credit to Client any Billable Taxes. (d) If FIRE ENT has incorrectly undercharged Billable Taxes to Client then FIRE ENT shall correct the invoice within 60 business days of such an error being discovered and notified to FIRE ENT, and charge to Client any Billable Taxes plus any applicable interest, but not penalties, charged by a taxing authority. (e) In the event that a withholding tax is payable by Client in respect of the price, Client shall be required to “gross up” the amount of such payment and shall pay the total amount reflected on the invoice. Client will provide to FIRE ENT evidence that Client has remitted to the relevant authority the sum withheld within 30 days of payment to the relevant authority. Client agrees to pay such taxes unless Client has provided FIRE ENT a valid exemption certificate for the applicable jurisdiction. In the event that a double taxation treaty applies and provides for a reduced withholding tax rate, Client shall only withhold and pay the reduced tax on behalf and for the account of FIRE ENT, if an appropriate certificate is issued by the competent tax authority and provided by FIRE ENT to Client. (f) Client agrees to reimburse and hold FIRE ENT harmless from any deficiency (including penalties and interest) relating to taxes that are the responsibility of FIRE ENT to pay under this clause 4. (g) FIRE ENT agrees to reimburse and hold Client harmless from any deficiency (including penalties and interest) relating to taxes that are the responsibility of FIRE ENT to pay under this clause 4. (h) Each party shall be responsible for taxes based on its own net income, employment taxes of its own employees, applicable social taxes, and for taxes on any property it owns or leases. Subject to the above, the price of Products and Services shall be exclusive of all such taxes, duties and levies. In the event that any taxes become chargeable or payable by Client or FIRE ENT that have not been provided for in this Engagement Agreement, Client and FIRE ENT will agree the relevant steps to be taken with regard to such taxes at the appropriate time. (i). The parties will cooperate in good faith to minimise taxes to the extent legally permissible including, if available, acceptance of electronic delivery of software products with no media backup.

5. Delivery and Risk of Loss. Shipment and delivery of Products and Services will be in accordance with the applicable terms and conditions and availability schedule of the Third Party Supplier and its distributors and resellers that supply FIRE ENT. Title and risk of loss will each pass to Client from FIRE ENT immediately after transferring to Client. Notwithstanding anything in this paragraph, title to all licensed intellectual property remains with the applicable licensor(s), and Client rights and obligations related to all such intellectual property are contained in the Engagement Agreement between FIRE ENT and the licensor(s). Client grants to FIRE ENT a security interest in all Products purchased under this Engagement Agreement and authorises FIRE ENT to execute and file financing statements or other documents necessary to perfect FIRE ENT’s security interest. Such security interest will terminate when FIRE ENT has received all amounts due for the Product(s)/Service(s). 

6. Order Changes, Cancellations and Returns . Any order changes, cancellations or returns of Products or Services will be governed by the applicable FIRE ENT and/or Third Party Supplier policies. FIRE ENT will not be responsible for any fees, penalties or other amounts payable by Client or FIRE ENT to any third party as a result of any order change, cancellation or return.

7. Availability . All orders are subject to the availability of underlying Products and Services. FIRE ENT will use commercially reasonable endeavours to meet requested delivery times but does not guarantee delivery by a stated time and is not responsible for any damages incurred as a result of delays or the failure to meet a stated delivery schedule.

8. Limited Warranty. To the extent permitted by law, all Products and Third Party Supplier Services are provided on an “as is” basis without warranty of any kind, either express or implied, from FIRE ENT or its Affiliates. Client may be eligible for any Third Party Supplier’s warranties, indemnities or other commitments made by such Third Party Supplier with respect to any Products or Services and FIRE ENT will provide commercially reasonable assistance to Client in enforcement thereof. To the extent permitted by law, FIRE ENT is not obligated to provide services or support for any Products or Services. To the extent permitted by law, FIRE ENT accepts no liability for any claims arising out of any act or omission, including negligence, by any Third Party Supplier, including delays in shipping or delivery of non-functional or incorrect Products or Services. In purchasing the Products, FIRE ENT is relying on the Third Party Supplier’s specifications only and is not relying on any statements, specifications, photographs or other illustrations representing the Products that may be provided by FIRE ENT or its Affiliates.

9. Disclaimer of Warranty. Except as expressly set forth in this Engagement Agreement or FIRE ENT’s agreement with the Third Party Supplier and subject to applicable law, FIRE ENT agrees that the foregoing warranties are in lieu of all other warranties, conditions and guarantees express or implied (including, to the extent permitted by law, warranties, conditions or guarantees implied by the Competition and Consumer Act 2010 (Cth)), and Client’s sole and exclusive remedies. FIRE ENT, its Affiliates, Third Party Suppliers, agents and subcontractors make no other, and expressly disclaim all other, representations, warranties, conditions, guarantees or covenants, either express of implied (including any express or implied warranties, conditions or guarantees of fitness for a particular purpose, merchantability, durability, title, accuracy or non-infringement) arising out of or related to this Engagement Agreement, including any warranty relating to Products or Services, any warranty with respect to the performance of any hardware or software and any warranty concerning the results to be obtained from the Product. To the extent that an implied warranty cannot be excluded from this Engagement Agreement, or FIRE ENT’s agreement, any warranty, condition or guarantee implied into this Engagement Agreement or FIRE ENT’s agreement is limited to, at Client’s discretion: (a) in the case of goods, any one or more of the following: (i) the replacement of the goods or the supply of equivalent goods; (ii) the repair of the goods; (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or(iv) the payment of the cost of having the goods repaired; or (b) in the case of services: (i) the supplying of the services again; or(ii) the payment of the cost of having the services supplied again.

10. Limitation of Liability. To the extent permitted by law, FIRE ENT, its Affiliates and its or their subcontractors and agents will not be liable (whether in contract, tort (including negligence), misrepresentation or otherwise, and even if advised of the possibility of such damage) for any: (a) loss of revenue, profits, savings, operational efficiency, or information, arising out of or in connection with this Engagement Agreement, or (b) any special, indirect, incidental, punitive or consequential loss, damage, cost or expense arising out of or in connection with this Engagement Agreement, or (c) claims, demands or actions against FIRE ENT by any third party, including claims related to this Engagement Agreement, or (d) loss or claims arising out of or in connection with FIRE ENT’s implementation of any conclusions or recommendations by FIRE ENT or its Affiliates based on, resulting from, arising out of or otherwise related to this Engagement Agreement, or (e) unavailability of the Product for use or any lost, damaged or corrupted data or software; or (f) liability of any kind (including in contract, tort or any other basis) to the extent not excluded under (a) to (e) above, in excess of the amount paid for the Product or Service giving rise to the claim. To the extent permitted by law, Client expressly waives any claim that it may have against FIRE ENT, its Affiliates, agents or subcontractors based on any product liability or infringement or alleged infringement of any patent, copyright, trade secret, trade mark or other intellectual property rights with respect to any Product or Service. No action arising out of or related to this Engagement Agreement may be brought by Client more than two years after the claimed damage, loss or expense occurred. The parties agree that the limitations of liability in this clause are fair and reasonable and do not deprive either party of its essential purpose or an adequate remedy. This clause shall not be construed to limit any of Client’s rights in an agreement between Client and the applicable Third Party Supplier. Nothing in this clause shall operate to limit or exclude FIRE ENT’s or its Affiliates’ liability for: (a) death or personal injury caused by its or their negligence, or the negligence of its or their employees, agents or subcontractors; or (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded by law.

11. Limitations on Use. Client agrees and represents that Client is buying the Product(s) and/or Service(s) for an agreed purpose outlined in writing between the Parties. Products resold by FIRE ENT are not designed for use in life support, life sustaining, nuclear systems or other applications in which failure of such Products or Services could reasonably be expected to result in personal injury, loss of life or property damage. Use in any such applications is at Client’s sole risk.

12. Confidential Information and Personal Data. Each party may in connection with this Engagement Agreement be given access to information (in any form) that relates to the other’s past, present, and future research, development, business activities, products, services, and technical knowledge, which is identified by the disclosing party as confidential information or which a reasonable person would deem to be confidential under the circumstances (“Confidential Information”). Confidential Information may only be used by the receiving party in connection with the Products and Services offered or purchased under this Engagement Agreement and otherwise as reasonably needed to perform its obligations under this Engagement Agreement. FIRE ENT may disclose Confidential Information concerning Client to Third Party Suppliers that are bound by written obligations of confidentiality no less protective than the terms of this Engagement Agreement for purposes of selling or providing Products or Services to Client, including pre-sales and post-sales activities. The receiving party agrees to protect the Confidential Information of the disclosing party in the same manner that it protects its own similar confidential information, but in no event using less than a reasonable standard of care. Access to the Confidential Information will be restricted to FIRE ENT and Client personnel (including such personnel employed by their respective affiliates) and subcontractors engaged in the performance, management, receipt or use of the Products or Services under this Engagement Agreement, provided such parties are bound by obligations of confidentiality substantially similar to the terms of this Engagement Agreement. Nothing in this Engagement Agreement will prohibit or limit either party’s use of information (including, but not limited to, ideas, concepts, know-how, techniques, and methodologies) (i) previously known to it without an obligation not to disclose such information, (ii) independently developed by or for it without use of the information, (iii) acquired by it from a third party which was not, to the receiver’s knowledge, under an obligation not to disclose such information, or (iv) which is or becomes publicly available through no breach of this Engagement Agreement. Notwithstanding the foregoing, the term “Confidential Information” will not include any personal information (as defined in the Privacy Act 1988 (Cth) about an identifiable individual, including information relating to a death that is maintained by the Registrar-General pursuant to the Births, Deaths, Marriages, and Relationships Registration Act 1995, or any former Act (“Personal Information”), and the terms of this clause and other provisions of this Engagement Agreement generally applicable to Confidential Information will not be deemed to apply to Personal Information unless specifically stated otherwise. FIRE ENT is hereby authorised to and shall disclose to the Third Party Suppliers the identity of Client (including the Personal Information of relevant Client contacts) and include descriptions of the same in any Engagement Agreement, agreement, contract, invoice or document that may be entered into by FIRE ENT with, or issued by FIRE ENT to, the Third Party Suppliers in furtherance of its obligations under this Engagement Agreement.

13. Assignment. Neither FIRE ENT nor Client will assign this Engagement Agreement to any third party without the other party’s prior written consent, except that FIRE ENT may assign this Engagement Agreement to an Affiliate. Subject to the restrictions in assignment contained in this provision, this Engagement Agreement will be binding on and inure to the benefit of the parties hereto and their successors and assigns.

14. Force Majeure. FIRE ENT will not be responsible for any delays in delivery or failure to perform that may result from any circumstances beyond FIRE ENT’s reasonable control, including as a result of carrier delays, fire, severe weather conditions, failure of power, epidemics, labour problems, acts of war, terrorism, embargoes, acts of God or acts or laws of any government or agency.

15. Termination and Survival. Either party may terminate this Engagement Agreement at any time, without cause or penalty, upon 60 business days’ prior written notice. However, any Engagement Agreement accepted by both parties prior to the date of termination will remain in effect and continue to be governed by the terms and conditions of this Engagement Agreement. Notwithstanding the foregoing, either party may immediately terminate this Engagement Agreement, including any Engagement Agreements, if the other party stops payment of its debts generally or ceases to carry on its business or substantially the whole of its business, or, if any order is made, or any effective resolution is passed, or any voluntary or involuntary proceeding is commenced by or against such party seeking winding-up, liquidation, receivership, reorganisation or other relief under any bankruptcy, insolvency, or other similar law now or hereafter in effect, and such proceeding is not dismissed within 60 days. The parties agree that all terms and conditions of this Engagement Agreement which by their sense or nature should be deemed to survive termination of this  Engagement Agreement will be deemed to so survive.

16. Governing Law and Jurisdiction. This Engagement Agreement and all non- contractual obligations arising under or in connection with this Engagement Agreement will be governed by the laws of the State of New South Wales, Australia. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Engagement Agreement. Both parties to this Engagement Agreement specifically agree to submit to the exclusive jurisdiction of the courts of the State of New South Wales, Australia.

17. Compliance with Export and Other Laws. Each party will retain responsibility for its compliance with all applicable laws, including export control laws and economic sanctions programs relating to its respective business, facilities, and the provision of services to third parties. Except as the parties may otherwise agree, FIRE ENT will only sell or provide Products and Services to Client at locations as agreed. FIRE ENT shall not be required by the terms of this Engagement Agreement to be, directly or indirectly involved in the import, export, re-export, or transfer (physically or electronically) of Products, Services or any related parts, components, accessories, know-how or technical data (“Materials”). Client acknowledges that transfers of Materials may be subject to any and all licenses, permits, export license exceptions or other authorisations (collectively, “Export Authorisations”). Client agrees to (i) comply with any and all Export Authorisations; (ii) expressly assume responsibility for determining licensing requirements and obtaining license authority; (iii) appoint a local agent and provide the local agent with a power of attorney or other written authorisation, as applicable; and (iv) satisfy any other formalities required to import, export, re-export or transfer (physically or electronically) the Materials. Without limitation of the foregoing, Client shall comply with all applicable export control and economic sanctions laws, including Australian export laws and regulations and economic sanctions programs that are or may be maintained by the U.S. Government, including sanctions currently imposed against Belarus, Burma (Myanmar), Cuba, Democratic Republic of Congo, Iran, Ivory Coast, Liberia, North Korea, Somalia, Sudan, Syria and Zimbabwe (“Restricted Countries”), restrictions on transactions involving certain designated persons and entities on U.S. Government restricted parties lists (“Restricted Parties”), and the U.S. Foreign Trade Regulations, in performance of this Engagement Agreement and in the import, export, re-export, or transfer of Materials. Client shall not export, re-export or otherwise transfer Materials or Services to any Restricted Countries or Restricted Parties.

18. Rules of Construction and Definitions. An “Affiliate” is any entity controlling, controlled by or under common control with FIRE ENT. The headings in this Engagement Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Engagement Agreement. As used in this Engagement Agreement, unless otherwise provided to the contrary (a) References to business days means a day other than a weekend or public holiday. 19. Cooperation with Compliance. Client will reasonably cooperate with and report to FIRE ENT all compliance requirements that FIRE ENT have to ensure that the Products and Services delivered are in compliance with the laws and policies of the jurisdiction in which they are delivered and any Australian Government requirements, including in particular those of the Australian Skills Quality Authority (ASQA). For clarity, Client will rely upon FIRE ENT’s direction in cooperation for this purpose but will cooperate at its own cost. FIRE ENT remains accountable for any compliance requirements it has with the Australian Government including ASQA and provides these materials on the basis that they are compliant or would be compliant if reviewed for that purpose.

20. Miscellaneous. Any delay or failure by either party to exercise any right or remedy will not constitute a waiver of that party to thereafter enforce such rights. The relationship between FIRE ENT and Client is that of independent contractors and not that of employer/employee, partnership or joint venture. If any part of this Engagement Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable, all other parts will still remain in effect. Notices to be provided under this Engagement Agreement must be in writing. This Engagement Agreement and any Engagement Agreement may be signed in separate counterparts each of which will be deemed an original and all of which together will be deemed to be one original. This Engagement Agreement and any accepted Engagement Agreements transmitted by facsimile machine or other electronic means, will be treated in all manner and respects as an original document. FIRE ENT reserves the right to use the services as a Client reference for its own marketing purposes without requiring the Client’s explicit permission in all instances (notice of use of credentials is preferred practice). The parties hereto have executed this Engagement Agreement by their duly authorised representative.

21. Confidential information: Any information deemed confidential in nature between Fire Entertainment and its affiliates or third party contractors, will remain confidential. This may include pricing, discounts, exchange of services, 3rd party agreements, operational costs, bulk pricing deals from distributors or manufacturers for  products and services, internal company discounts and deals, internal agreements, and any other company information that  FIRE ENT deems confidential and is not obliged by law to disclose publicly. Confidential Information may also refer to information deemed confidential between FIRE ENT and the Client. 

22. Intellectual Property & Use Rights:  All intellectual property (including all copyright) ownership of all content created under a Service Agreement between FIRE ENT and the Client, including any sound recordings, video clips, artworks, photographs, biographies and all other content paid for by the Client, shall be owned solely by the Client (“Project Assets”) once all services have been paid in full to FIRE ENT. Until all services are paid in full  to FIRE ENT, FIRE ENT will retain all rights and ownership of the Project Assets. This clause does not apply to any Production Points on the Master Recordings negotiated with 3rd party producers, which shall be agreed in writing between the Client and FIRE ENT before the commencement of the production services.  This clause does not apply to any Publishing Rights on the Compositions, which shall belong to the appropriate composers of the material, and shall be agreed in writing between the Client and FIRE ENT before the commencement of the production services. FIRE ENT reserves the right to use any Project Assets unrestrictedly exclusively for promotional purposes. FIRE ENT shall have no other claims, rights or entitlements to the Project Assets or any income earned from the exploitation of such Project Assets unless further publishing, distribution or management services are engages by the Client and agreed in writing between the Client and FIRE ENT. FIRE ENT reserves the right to include its branding and credits in all Project Assets.