1. TERM OF AGREEMENT This Agreement will commence on the Commencement Date and will end only in accordance with the Terms of this Agreement.

2. SATISFACTION PERIOD
2.1 The Customer will have the benefit of a thirty (30) day satisfaction guarantee from the Commencement Date (the “Satisfaction Period) as outlined in this agreement and may elect to cancel the Agreement at any time up until the expiry of the Satisfaction Period by notifying Media Messages in writing of their intention to cancel the Agreement. This is not applicable for Customers on a 30 Day Trial.
2.2 If the Customer decides to cancel the Agreement within the Satisfaction Period, the Customer’s responsible for the secure return of All Equipment to Media Messages at the Customers own cost within (7) days of notifying Media Messages of the Agreement being cancelled.
2.3 If the Agreement is cancelled under clause 2.1 and a Media Messages technician had installed any Equipment prior to cancellation, then the customer must pay to Media Messages all costs associated with the installation of the Equipment by the Media Messages technician.

3. DELAY IN INSTALLATION BY SERVICE COMMENCEMENT DATE
3.1 The Customer must provide the On-hold Production System as per the client’s specifications outlined in the Customer Package.
3.2 If at the Commencement Date, the installation of the Equipment has not been completed by the Applicant, Media Messages will send to the Customer a generic on-hold program system and once all the relevant information has been received from the Customer in accordance with clause 3.1, the equipment will be updated with the personal creative script and production elements required for the Customer’s On-hold Production System in accordance with the Customer Package.
3.3 The Customer will make no claim or objection to the generic on-hold program being installed pursuant to clause 3.2 until a reasonable amount of time has been allowed after Media Messages has had receipt of all the relevant information from the Customer in accordance with the Customer Package.

4. INTELLECTUAL PROPERTY The Customer acknowledges that all Intellectual Property of On-hold Production System is owned by Media Messages and any use of the Intellectual Property outside of this Agreement, including but not limited to its reproduction or re-distribution shall constitute a breach of Media Messages Intellectual Property rights and Media Messages may Terminate this Agreement in accordance with clause 12 and Media Messages expressly reserves all of its rights in this regard including the right to claim damages.

5. LICENCING
5.1 The customer acknowledges that the On-hold Production System and Equipment is licensed to the Customer for use at the Site only. Any use of the equipment and or Intellectual Property by the Customer except in its original form as provided by Media Messages may result in immediate Termination of this Agreement in accordance with clause 12 and the Customer being reported to the appropriate licensing authorities.
5.2 The Customer must first request Media Messages’ consent before the On-hold Production System is relocated to another site. The Customer acknowledges and agrees that a further Licence Fee will be payable (as determined by Media Messages from time to time) in respect of each additional Site the Customer requests the use of the On-hold Production System.
5.3 The Customer further acknowledges that all Equipment provided by Media Messages is for use of the On-hold System only and may not be used in any other capacity whatsoever without the express written authority of Media Messages.

6. CUSTOMER TELEPHONE SYSTEM REQUIRMENTS
6.1 It is sole responsibility of the Customer to ensure that the telephone system and equipment installed at the Site is compatible with and can operate the On-hold Production System and Equipment. Should the Customer alter/ replace or otherwise change their telephone system and/or telephone equipment, the Customer must make their own enquiries as to their telephone system’s ability to continue to operate with the On-hold Production System. If the Customer’s telephone system or equipment is upgraded or relocated within the Site or to another Site then the costs associated with same will be the sole responsibility of the Customer.
6.2 Media Messages only covers the cost of the initial installation of the On-hold System or Equipment is required to be re-installed at the Site or a new Site due to a relocation or a change in the telephone system, this cost shall be borne by the Customer.

7. DIRECTORS GUARANTEE
7.1 If the Customer is a company then the directors of that company agree to be guarantors, guaranteeing the complete performance of the Customer obligations under this Agreement. The directors acknowledge that they have signed this Agreement as directors of the Customer as well as in their individual capacity and are personally bound as guarantors. The guarantor/s agree to the payment of all money and the performance of all obligations by the Customer under this Agreement.
7.2 The guarantor’s liability will continue until the company has paid all money and performed all obligations under this Agreement (and any other Agreement entered into by the Customer with Media Messages), including the return of any and all Equipment belonging to Media Messages.
7.3 The guarantor will immediately upon demand by Media Messages pay all money owing under this Agreement and make good to Media Messages for all loses, damages, costs and expenses incurred by Media Messages in the loss and damage of the Equipment and or a breach of any Term of this Agreement.
7.4 The Guarantor/s acknowledge that Media Messages do not have to exhaust or even commence any recovery proceedings or any other proceedings against the Customer prior to enforcing this guarantee against the guarantor/s.

8. ASSIGNMENT The Customer must not assign this Agreement without written consent from Media Messages. Media Messages may assign this Agreement without notice to the Customer.

9. EQUIPMENT
9.1 Title of Equipment The title of any Equipment provided by Media Messages to the Customer shall remain the property of Media Messages at all times and ownership is never to pass to the Customer.
9.2 Installation of Equipment Subject to Clause 2.3, the initial costs for the installation of the equipment shall be paid by Media Messages up to an amount not exceeding two hundred dollars ($200.00). Any costs of installation that is over and above this amount shall be paid by the customer. If the customer cancels this Agreement during the Satisfaction Period in accordance with Clause 2, then the total cost of the installation of the Equipment will be payable by the Customer and shall be paid to Media Messages within seven (7) days of the Customer cancelling this Agreement in accordance with clause 2.1.
9.3 Damage to Equipment (a) The Customer must keep the equipment in good working order and the Customer is responsible  for notifying Media Messages of any replacement, maintenance or repairs required to the Equipment during the Term of this Agreement.
(b) All repairs or maintenance of the Equipment must be carried out by Media
Messages and the Customer will be responsible for the cost of the replacement, repairs or maintenance which is not consistent with normal wear and tear. If a technician is required to attend the customers premises after the on hold system has been installed, due to a fault other than that of the actual equipment itself, the customer is liable for any costs associated for repair. Media Messages holds no responsibility of any wrong doing the technician may cause. The cost of the repairs, maintenance or replacement of the Equipment must be paid to Media Messages within seven (7) days of Media Messages making demand to the Customer.

10. SERVICE
10.1 Updates to On-hold Purpose System (a) Media Messages will provide to the customer annual updates to the On-hold Production System as per the Customers On-hold Package selected in the Agreement. Any alterations in addition to the annual updates that are requested by the Customer will incur an additional cost to the Customer with such cost to be Determined by Media Messages according to the particular alteration/s required. (b) Media Messages are not required to provide a particular alteration as requested by the Customer if it is not practical to do so (for example, if the On-Hold Purpose System is not capable of providing the client’s requested alteration).
10.2 Voice Talents Media Messages reserves the right to select the voice talents for the On-hold Purpose System. An additional cost as advised by Media Messages will be incurred by the Customer if the Customer elects an option voice talent(s).
10.3 Additional Service Any other additional services requested to be provided to the Customer that are not specifically provided for under this Agreement will incur an additional charge to the Customer as advised by Media Messages. These services include but are not limited to: (a) technical programming (b) after hours services (c) voicemail (d) auto attendant messages

11. ACCOUNTS
11.1 Direct Debit and Invoicing (a) The Customer must pay to Media Messages the following: (i) the monthly Licence Fee (ii) any additional fees or a one-off fee payable as prescribed under the Customer Package (iii) any additional fees incurred though-out the Term of the Agreement in accordance with the provisions of this Agreement. (b) Media Messages will issue an invoice with respect to each fees payable in accordance with clause 11.1 (c) Invoice for the Licence Fee are issued to the Customer for a six (6) month or twelve (12) month period in advance, with the first invoice being issued on Start Date as stated in this Agreement (d) The Customer must complete and return to Media Messages a direct debit form as provided by Media Messages by the expiry of the Satisfaction Period if this payment option has been selected under this agreement. If a Customer fails to return the direct debit Form by the expiry of the Satisfaction Period, then the Customer must pay the Licence Fee for six (6) months in advance directly to Media Messages within (7) days of receipt of an invoice provided under clause 11.1(c). (e) Any invoice issued for fees payable under clause 11.1 (ii) and 11.1 (iii) (as the case may be) must be paid directly to Media Messages within thirty (30) days of receipt of an invoice provided under clasue11.1(c). (f) The accounting records relating to the Customer with respect to the direct debit payments is available upon request from the Customer in writing.
11.2 Direct Debit Costs (a) The Customer acknowledges that a direct debit from the Customers nominated bank account or credit card will incur a 2.5% charge which is in addition to the Licencing Fee payable by the Customer. (b) A dishonour fee of thirty-five dollars ($35.00) is payable by the Customer if the direct debit to the nominated Media Messages account is subsequently dishonoured irrespective of why it was dishonoured. This cost shall be incurred for each and every time that the direct deposit is dishonoured.
11.3 Overdue Account (a) If the Customer’s account with Media Messages is in debit at any time they will incur a thirty dollar ($30.00) overdue fee that will be added to their account for each month that the account remains outstanding. (b) Should the Customer’s account be more than ninety (90) days overdue then Media Messages have the right to immediately pass the account to a nominated debt collection agency and all additional fees associated with debt recovery will be payable by the Customer. Media Messages also hold the right to terminate the agreement at this time.

12. END OF AGREEMENT
12.1 The Customer acknowledges that this Agreement will continue until it is Terminated by either party by notice in writing to the other party. The Customer will be responsible for the Licence Fee payable for the month that the service is Terminated.
12.2 If the Agreement is Terminated by the Customer in accordance with clause 12.1 prior to the expiry of the Initial Service Term, then the Customer must pay the greater of (a) the remaining balance of the Agreement or (b) $350 per site. The Cancellation Fee is payable within seven (7) days from the Termination of the Agreement under this clause 12.1.
12.3 If the Customer breaches any of the Terms under this Agreement then Media Messages reserves the right to Terminate this agreement at any time and to charge the Cancellation Fee for each site regardless of whether the Initial Service Term has expired. The cancellation Fee is payable within seven (7) days from the Termination of the Agreement under clause 12.3.
12.4 The Equipment provided under the Agreement may, if requested by the Customer, be purchased by the Customer at a discounted rate on Termination of the Agreement under clauses 12.1. The Rate payable for the purpose of the Equipment is at the discretion of Media Messages.
12.5 If this agreement is Terminated under clause 12 for whatever reason (and the Customer does not elect to buy back the Equipment in accordance with clause 12.4), then the Purchaser must securely return all Equipment to Media Messages at the Customer’s own cost within seven (7) days of this Agreement being Terminated.

13. LEGALLY BINDING By executing this Agreement the Customer acknowledges and accepts that they are legally bound and responsible for the obligations contained in this Agreement. Any breach of this Agreement will result in the appropriate legal action.

14. COMPLIANCE WITH AUTHORITIES This agreement is subject to any and all licensing obligations imposed by any appropriate authority including but not limited to, Australian Recording Industry Association (ARIA), The Australasian Mechanical Copyright Owners Society (AMCOS), The Australasian Performing Right Association (APRA) and Phonographic Performance Company of Australia (PPCA) (Licencing Rights). Should any Law or Regulation governing this Agreement be withdrawn or altered in any way then this will give rise to the right of Media Messages to later any or all of this Agreement in order to conform with such Law or Regulation.

15. MARKETING USE Media Messages may use audio productions created for its customers for demonstration purposes through advertising mediums such as YouTube (pictures for video obtained from customers websites), other online websites, television or radio commercials and DVD’s.