Naistro will be streaming music content to your assigned outlet locations during each location’s designated operating hours in accordance with competent local laws as may be amended.
Your subscription grants you a limited, non-exclusive, non-transferable, non-sub licensable and revocable right to use and access the Service for commercial non-private use.
You may not copy, rent, sell, reproduce, publish, republish, post, broadcast, frame or transmit the Service, or authorize or assist anyone else in doing so.
Any changes to the Service subscription plan detailed above will require written notification and approval by both parties.
Prices may vary if there are changes to the number of outlets associated with the Service.
Complimentary Messages are consumable free-of-charge; any additional recording will be charge at USD50 per Recording.
Naistro is not liable or responsible for any third-party reasons or actions that might interrupt or disconnect its service to the client.
Neither Party shall be liable to the other Party for any delay or default in performance of its undertakings of obligations under this Agreement if such delay or default is caused by force majeure. A Force Majeure event shall be an event beyond the control of the Parties, which prevents a Party from complying with any of its obligations under this Agreement, including but not limited to (act of God, war, hostilities, invasion, act of foreign enemies, mobilization, rebellion, revolution, insurrection, or military or usurped power, or civil war, contamination by radio- activity, riot, commotion, strikes, go slows, lock outs or disorder, acts or threats of terrorism, Critical health hazards and pandemics unless the case has occurred prior to, or simultaneously with the signature of this Agreement. Force Majeure shall not mean in any way, any change to the entity of any party to this Agreement whether by choice or by virtue of restructuring process, court order or any statuary amendment.
The Agreement refers to the Effective Date as the Agreement signing date and the Activation Date as the start date of the service. The Activation Date for Basic Services is immediate, and for the Managed Services will require up to 10 working days setup time. The Activation Date cannot exceed 15 days from the Effective Date. If the Activation Date exceeds 15 days from the Effective Date, a late fee will be applicable as per Section 19 below.
Table of Contents
Technical Requirements, Hardware & Software
Naistro is a Service provider only and hence you are responsible for all technical installation.
Technical requirements must be confirmed by the client prior to the music streaming starting date.
For a consistent high-quality service, it is understood that Naistro streams music online at speeds of 64Kbps or 32Kbps,
It is the Clients responsibility to ensure that appropriate bandwidth is available at their premises to prevent others internet traffic from affecting the audio stream.
It is the Client’s responsibility to provide a device that functions as an audio player such as a Laptop or a Desktop or a Tablet. And an internet browser (Google Chrome), with the required audio auxiliary cable connecting to the amplifiers in the venue.
Tablet
Minimum technical specifications: Quad core CPU or superior, 2GB RAM and 32GB storage with minimum 16GB free storage
Setup Guidelines:
Initialize tablet
Settings/Connections/Wi-Fi -> Configure Wi-Fi (Bandwidth to be between 6Mbps & 10Mbps)
Notification sound -> Change to silent
Silent/DND -> DND (Do Not Disturb)
Sound Mode -> Change to mute
System Sound -> Change to disabled all
Use volume keys for media -> Change to enabled
Notifications/ Do Not Disturb -> Change to enabled
Download Google Chrome from Play Store
Open Chrome
Find customer.naistro.com
Settings (Three points in corner right- top)/ Add to Home screen
Open the Naistro Player App in the home of your tablet
PCs
Minimum technical specifications: Quad core CPU or superior, 4GB RAM and 50GB free storage
Setup Guidelines:
Start/Settings/System
Power & Sleep -> Screen and Sleep update to Never action
Connections/Wi-Fi-configure Wi-Fi (bandwidth to be between 6Mbps & 10Mbps) is selected and audio has started, click in “Show information of site“ on left of URL in navigation bar and put “Sound” property in “Allow” option Appreciate your coordination. Naistro Team
Sound -> Configure System sounds to Zero
Download Google Chrome ( https://www.google.com/chrome/ )
Open Chrome:
Find customer.naistro.com
Settings (Three points in corner right-top)/Install Naistro Player App
Open the Naistro Player App in your Google Chrome Apps
To allow always that player app sound without problems, once a location is selected and audio has started, click in “Show information of site“ on left of URL in navigation bar and put “Sound” property in “Allow” option
Payment Terms
Agreement invoicing will begin as of the Agreement Start Date. Naistro will invoice in US Dollars or equivalent in AED as per the rates defined in the Service table. Client will determine which transfer mechanism to use for payment (e.g. Transfer Wise, wire, Bank transfer) and will be liable for any commissions or additional bank charges incurred for the transfer.
Each party shall be liable to pay their respective taxes to the competent authority and under the local laws applicable to them without prejudice to the application of this Agreement; For this purpose, all prices stated in this Agreement are inclusive of the Value Added Tax in accordance with Federal Decree-Law No (8) of 2017 which is a part of the Client liability since it is the end user of the services.
Shall any amendments on the applicable taxes in the United Arab Emirates occur, the prices and the payment schedule are revised automatically by Naistro to accommodate said amendment(s).
In the event where any organization and/or entity and/or a union is formed to protect the interest of the artists and content creators where such creation affects the cost of providing the services, the prices and the payment schedule may be revised and communicated to the Client by Naistro to accommodate said organization or union potential fees applied to the services.
In the event where any fees or requirements are imposed by the relevant authorities to allow the streaming of the Services in the Client’s locations. The Client must abide by said requirements without Naistro being liable to any requirements or indemnifications. Abiding by said requirements shall not constitute in any manner grounds for amending the Agreement.
In the event where an order of cancelation of the services is received from the Client, the full price of the Services shall be payable to the Company. 21) Client will process the invoice payment upfront to the start of the monthly or quarterly subscription. The client will then have a maximum of 60 days to process the payment, after which Naistro will temporarily suspend the streaming service until the payment is processed.
Licensing
Naistro warrants that it will apply for, obtain and maintain the respective renewal of all necessary certificates, licenses and any other authorizations required by Law and any Agreements from third parties in connection with this Agreement;
Performers’ publishing rights: In the case of any Performance Publishing Rights law or act enforced during the term of this Agreement, the client shall settle any needed commercial fees or royalty on the songs that the stations play with the appropriate collection society without any liability on Naistro FZ-LLC.
Terms of Termination
This Agreement shall remain in full force and effect for the duration mentioned in the preamble.
Client may terminate this Agreement and must give a 60-days written notice of cancellation
This Agreement shall be automatically renewable for similar terms unless either Party provides the other Party with a (60) days written notice prior to the Term’s termination date.
Other Terms & Conditions
The Client hereby irrevocably and unconditionally agrees to indemnity Naistro in respect of, and hold Naistro harmless against, all claims, expenses, losses and damages whatsoever and however caused arising from (i) any claim of third party that Client misrepresented its authority, or made any contractual commitment or otherwise contrary to the terms and conditions of this Agreement, and/or (ii) any act or omission of Client contrary to Naistro’s instructions or to the terms and conditions of this Agreement.
This Agreement and all disputes arising out of or in connection therewith shall be governed by and construed in accordance with the laws of the United Arab Emirates. All disputes arising in connection with the present Heads of Agreement shall be settled amicably by the Parties within a period of Fifty (15) days, the amicable dispute settlement process shall not exempt any of the parties from the exercise of their respective obligations with the exceptions of the provisions of article 18 of this Agreement. Should the dispute was unable to be resolved amicably, it shall be finally settled at the Dubai Court.
No Party to this Agreement may assign any of its rights and obligations under this Agreement without the prior written consent of the other party.
The Preamble consists an integral and inseparable part of the Agreement and shall be considered as a reference point shall the need to explain any of the articles or provisions arises.
If any term, provisions, covenant, indexes, schedules, annexes, exhibits, or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants, forms, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions completed by this Agreement is not affected in any manner materially adverse to any party. Upon such determination, the parties shall negotiate in good faith to modify this Agreement so as to affect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the fullest extent possible.